Access the Most Comprehensive Collection of No-Action Letters

GSI’s comprehensive collection of No- Action letters is the leading resource for SEC regulatory and interpretative guidance.

GSI’s extensive no-action letter coverage is unparalleled. Not only does GSI’s collection of over 61,000 noaction letters include virtually every no-action letter filed with the SEC since 1971, the database also includes PDF versions of the original letters as filed. In addition, GSI provides exhibits and attachments to no-action letters, such as original shareholder proposals and handwritten letters.

The No-Action Letters database allows you to focus research on the following letter types:

• Proposal-Only Letters – Users can research no-action letters relating specifically to shareholder proposals. A shareholder proposal is a vehicle for a proponent or shareholder to communicate with a particular company and its shareholders. A proposal is submitted to the company to be voted upon by shareholders at the next shareholders meeting as long as the procedural and substantive restrictions of the shareholder proposal rule have not been violated. The shareholder proposal rule is 14a-8.


• Reconsideration Requests – A reconsideration request is a letter that a proponent sends to the chief counsel’s office requesting reconsideration by that office, or requesting that the Commission itself consider an appeal. If the commissioners reject the appeal, the SEC’s Office of the Secretary will send the proponent a letter indicating that the Commission will not reconsider the request. The requirement for a proponent to rebut a company’s arguments is in Rule 14a-8(k).

• Concur / Unable to Concur– When the SEC concurs, it means that the Commission agrees that no criminal or civil action should be taken against a company engaging in the specific activity questioned in the no-action letter, or that the Commission grants a request for reconsideration.


• Significant Letters – Significant letters are no-action letters that the SEC deems significant because they express the views of the SEC regarding important questions related to major securities laws and regulations. The database’s coverage also extends to counsel, and includes up to three counsels representing the issuer based on the request letter from the issuer. Users can search based on the issuer counsel’s name and address.