On January 27, 2026, the New York Stock Exchange (“NYSE”) issued its annual listed company guidance, highlighting an important but often overlooked consequence of the Securities and Exchange Commission’s (“SEC”) transition to EDGAR Next: the need for listed companies to add their exchange as a “delegated entity” on the EDGAR Next platform.

Background on EDGAR Next

EDGAR Next became effective on September 15, 2025, replacing the SEC’s legacy password-based filing system with a more secure access management platform.  Under the new system, filers must designate specific individuals as “Account Administrators” who manage their EDGAR accounts and authorize who may file on the filer’s behalf.  Critically, to make a filing on behalf of another filer, an entity must be designated as a “delegated entity” on the EDGAR Next Filer Management dashboard. See our Legal Update and blog post on EDGAR Next for additional details.

The Exchange Delegation Requirement

While most compliance discussions relating to EDGAR Next have focused on delegating filing authority to financial printers, law firms, and other filing agents, the NYSE’s guidance reminds us that stock exchanges should also be added as delegated entities for purposes of Form 8-A filings. The Form 8-A is the short-form registration statement used to register a class of securities under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), typically filed in connection with a listing on a national securities exchange. The exchange files Form 8-A on the issuer’s behalf to effectuate the registration, which triggers ongoing Exchange Act reporting obligations.

The NYSE has provided the following CIK numbers for delegation:

  • NYSE: CIK 0000876661
  • NYSE American: CIK 0001143313
  • NYSE Arca: CIK 0001143362
  • NYSE Texas: CIK 0000876882

Although not discussed in the NYSE’s guidance, this delegation requirement likely extends to Form 25 filings as well. Under Exchange Act Rule 12d2-2, exchanges may file Form 25 to delist securities, and they would need delegated authority to do so under EDGAR Next. Companies listed on Nasdaq and other exchanges should anticipate similar requirements and consult with their stock exchange representative for the applicable CIK numbers.

Practical Takeaway: To avoid filing delays, listed companies should proactively add their exchange as a delegated entity on EDGAR Next before a Form 8-A or Form 25 filing is needed.

Hybrid Seminar: February 26, 2026
5:00 p.m. – 6:00 p.m. ET
Register here.

Litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. What can you do to make your company and yourself more defensible from lawsuits? What protections are available through risk transfer instruments like directors & officers (D&O) insurance and indemnification agreements, and under what conditions do these risk-transfer mechanisms fail? 

This session will be led by insurance experts who will focus on demystifying key D&O insurance concepts, including how things end up working out when things go bad in the real world? And how much should companies be purchasing in limits? Also, what D&O policy exclusions are standard versus traps for the unwary? Please come prepared to ask a lot of questions.

Speakers: Yelena Dunaevsky (SVP, Management and Transactional Liability, Woodruff Sawyer) | Lenin Lopez (SVP, Management Liability, Woodruff Sawyer) | Walker Newell (SVP, Management Liability, Woodruff Sawyer)

An imprecise materiality scrape can significantly expand the scope of a seller’s potential liability for indemnification and fraud claims. In a recent opinion, the Delaware Superior Court, applying a materiality scrape, held that the seller breached its absence of changes representation that no event had occurred that had or reasonably could have an “adverse effect” (as opposed to a material adverse effect) on the acquisition target. This Legal Update examines in detail the Court’s analysis of the purchase agreement and its application of the materiality scrape and discusses considerations for parties when negotiating materiality scrape provisions.

Continue reading this Legal Update.

Effective March 18, 2026, foreign private issuers, or FPIs, will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934.  Below, we outline what this means for FPIs, their officer and directors, and how you can get ready to comply.

What are Foreign Private Issuers?

FPIs are non-U.S. companies with shares that are listed on a U.S. exchange with most of their share ownership, management, and/or assets outside the United States.[1]

Will all FPIs be Subject to Section 16(a) Reporting?

The reporting requirement goes into effect on March 18, 2026, without any requirement that the Securities and Exchange Commission, or SEC, amend its rules.  While the SEC has the ability to create exemptions from the reporting requirements, FPIs should not assume that it will provide any such exemptions prior to the effective date, if at all, and therefore should begin preparing to comply as soon as possible.

Who are an FPI’s Section 16 Reporting Persons?

All of an FPI’s directors will be Section 16 reporting persons.  In addition, all of an FPI’s executive officers, plus certain other officers (depending on their role in the company) will also be Section 16 reporting persons.

OfficersDirectors
PresidentAll members of the board of directors, whether or not they are employees
Principal financial officer
Principal accounting officer or controller
Any vice president in charge of a principal business unit, division, or function (i.e., sales, administration, or finance)
Any other officer (including an officer of a subsidiary) or other person who performs similar policy-making functions

Practice Tip: Boards of directors are tasked with determining the identity of an issuer’s Section 16 reporting persons.  In doing so, an individual’s function and role are more determinative than title.

Practice Tip: While the determination is based on particular facts and circumstances, certain positions like general counsel / chief legal officer are often not considered Section 16 officers. 

Continue reading this blog post.

[1] To determine if an issuer is an FPI, follow the steps below:

  • Step 1: If the issuer is organized under a non-U.S. law, proceed to Step 2. If it is a U.S.-organized issuer, it cannot be an FPI.
  • Step 2: Based on a “reasonable inquiry,” determine whether U.S. residents hold more than 50% of the issuer’s outstanding voting securities. If U.S. residents hold 50% or less, the issuer is an FPI. If more than 50%, go to Step 3.
  • Step 3: If U.S. residents hold more than 50% of voting securities, the issuer is an FPI unless any one of the following is true:
    • Board/management test: A majority of executive officers or directors are U.S. citizens or residents.
    • Asset location test: More than 50% of the issuer’s assets are located in the U.S.
    • Administrative test: The business is administered principally in the U.S. (i.e., primary managerial/administrative center is in the U.S.).

Webinar | February 3, 2026
8:30 a.m. – 9:30 a.m. ET
Register here.

Economic and regulatory disruption has intensified financial reporting risk, fraud exposure, and restatement scrutiny raising the bar for board and audit committee oversight. This session highlights where directors should expect heightened risk, the SEC and PCAOB’s current enforcement focus, and what effective board oversight looks like in today’s environment.

In this session, directors gain practical guidance on their role in overseeing internal investigations and restatement situations from engaging early with management and advisors to ensuring timely remediation, appropriate disclosures, and protection of shareholder interests.

Speakers: Michele Meadows (Partner, Financial Reporting Disruptions and Restatement Services Leader, KPMG), Jonathan Zdimal (Partner, Forensics, KPMG)

A new large-scale survey released just last week by the John L. Weinberg Center for Corporate Governance at the University of Delaware offers important insights into the shareholder proposal process under SEC Rule 14a-8 from various different perspectives.  The survey comes at an important time, when shareholder rights and the proxy proposal process are being reexamined.  Once a relatively technical feature of U.S. corporate governance, the shareholder proposal system has become a focal point of debate over corporate purpose, regulatory authority, and the respective roles of shareholders, boards, companies, and regulators. Against that backdrop, the Weinberg Center’s survey provides a descriptive—not prescriptive—account of how the process functions in practice.

The Weinberg Center study draws on responses from 519 participants, including shareholders, public-company representatives, directors, and professional advisers.  The survey focuses on where participant experiences converge, where they diverge, and why disagreements persist.  Several themes stand out.  First, respondents describe the purpose of the shareholder proposal process in markedly different terms, reflecting sharp role-based differences in expectations. Second, despite deep divisions over environmental and social proposals, there is broad agreement across respondent groups on governance-focused proposals and on core principles such as materiality, relevance, feasibility, and limits on micromanagement. Third, dissatisfaction with recent policy shifts as administrations have changed is widespread.

The report has drawn attention from leading scholars and practitioners across the corporate governance landscape.

James D. Cox of Duke University described the study as “a masterful job of presenting the survey results,” praising its neutral tone and even-handed treatment of competing perspectives. In his view, the findings provide “one more significant bit of evidence that Rule 14a-8—devoid of safe harbors—remains in need of attention.”

Andrew Jones of The Conference Board highlighted the report’s empirical rigor and its careful mapping of role-based perception gaps, calling it “a very strong, rigorous, and balanced empirical contribution to a key debate in U.S. corporate governance.”

Elizabeth Pollman of the University of Pennsylvania Carey Law School emphasized that the big picture emerging from the data is “a system in need of calibration and increased stability, but not a massive overhaul”—a conclusion she viewed as consistent with the rule’s long history.

Former Delaware Chief Justice Leo E. Strine, Jr. likewise underscored the value of the survey in facilitating a more informed policy discussion, noting that legitimate disagreements over the scope and utility of Rule 14a-8 have existed for decades, and that the report helps organize those debates in a more systematic and constructive way.

Paul F. Washington, President and CEO of the Society for Corporate Governance, pointed to the survey’s identification of areas of common ground as a potential guidepost for regulators and market participants seeking a regime in which the benefits of shareholder proposals clearly outweigh the costs.

For practitioners, the report suggests that beneath the noise, there is more agreement on fundamentals than is often assumed.  The full report, Shareholder Proposal Survey: Report and Analysis of Results, is available on SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6045474.

Since mid-2024, the reincorporation of certain high-profile companies, both public and private, has received a great deal of media attention.  Companies, including, among others, Roblox, Dropbox, The Trade Desk, Simon Property Group, Coinbase, Tesla, and Trump Media & Technology Group have opted to move their jurisdictions of incorporation.  The majority of these companies moved to Nevada or Texas, both of which are sometimes viewed as being more “company friendly” than Delaware.  Indeed, in July 2025, Andreesen Horowitz (or “a16z”), a Silicon Valley-based venture capital firm, blogged about its decision to reincorporate in a post titled “We’re Leaving Delaware, And We Think You Should Consider Leaving Too.”  In the post, the firm detailed many of the reasons for the reincorporation of its primary business, AH Capital Management, from Delaware to Nevada, including an increasing lack of judicial certainty in Delaware and strong corporate statutes in Nevada designed to protect companies, their officers and directors.

Continue reading this Legal Update.

With each passing day, the 2026 proxy season gets more interesting (and not in a positive way for proxy advisory firms).  On December 8, 2025, the Trump administration issued an executive order (the “Executive Order”) addressing the influence that proxy advisors “wield” to promote “radical politically-motivated agendas” (read more here).  The Executive Order instructed the Securities and Exchange Commission to evaluate its rules and guidance related to proxy advisors, and to consider requiring increased transparency on advisors’ recommendations, methodology, and conflicts of interest, among other things.

Subsequently, on January 8, Brian Daly, Director of the SEC’s Division of Investment Management, addressed proxy voting.  Starting from the premise our markets are currently “in a place where retail and institutional investors are directly and indirectly supporting a system where an oligopoly of proxy advisors exercise influence over voting decisions for a large portion of the investment management industry,” which “contributes to the de facto imposition of external political and social ideologies on U.S.-listed public companies through the proxy voting process,” Mr. Daly argued that investment advisors and fund managers should be free to determine both when and how to vote.  In his view, fiduciaries should be free to determine that proxy voting is not required by their investment program.  Those that do vote should be empowered to use their judgment in doing so, as long as they have appropriate authority, especially when a vote reflects the fiduciary’s personal views on a social or political matter. 

Mr. Daly questioned whether, if an investment adviser routinely follows a proxy advisor’s standard recommendations without independent consideration and analysis, the advisor has really satisfied its fiduciary responsibilities to a client.  This inquiry aims right at the heart of proxy advisors’ roles in the voting process; a negative answer would seem to imply that advisors should potentially not be involved in voting recommendations.

Mr. Daly also addressed AI, generally supporting its use in reviewing and assessing proxy statements and generating voting recommendations.  However, he cautioned that “with great power comes great responsibility,” stressing the need for training and human involvement.

Also this week, as reported in The Wall Street Journal on January 7, JPMorgan Chase (“JPMorgan”) plans to use an AI-powered platform called “Proxy IQ” to assist with voting recommendations this year in lieu of relying on proxy advisory firms.  The Journal noted that, according to a JPMorgan memo, “the bank will use the platform to manage the votes and the AI also will analyze data from more than 3,000 annual company meetings and provide recommendations to the portfolio managers, replacing the typical roles of proxy advisers.”  All told, between the Executive Order, Mr. Daly’s remarks, and the ongoing court battle over Texas’s Senate Bill 2337, which, if it survives litigation, will impose new regulations on proxy advisory firms (read more here), 2026 poses many challenges for proxy advisory firms.

Read Mr. Daly’s remarks here and The Wall Street Journal article here.

Guest post by The Society for Corporate Governance

Geopolitical events can quickly disrupt operations, supply chains, and market access, posing significant risks to business continuity and growth. By actively monitoring and understanding these risks, boards can help guide management in developing robust risk mitigation strategies, adapting to regulatory changes, and seizing opportunities that arise from global shifts. Effective oversight can help position an organization to address emerging challenges, safeguard their strategic direction, and capitalize on emerging opportunities in an increasingly volatile environment more proactively.

This Board Practices Quarterly, published by Deloitte and the Society for Corporate Governance, is based on a recent survey of members of the Society for Corporate Governance, representing public and private companies. The survey covered, among other topics, the primary geopolitical risks companies are focused on, management responsibility, how the risks are included on board agendas, board oversight structure, and ways in which companies are mitigating and/or managing these risks.

Read more: Board Practices Quarterly (Board oversight of geopolitical risk)