On April 8, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) agreed that it would not object to a foreign issuer’s use of “notice and access” pursuant to Rule 14a-16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to furnish proxy materials, even though the issuer is unable to comply with the timing requirements of the Rule due to conflicting local law requirements.  The foreign issuer agreed to comply with certain conditions in connection with its reliance on Rule 14a-16, as detailed below. 

Elastic, N.V. (the “Company”) is a private limited liability company incorporated under Dutch law, and is subject to Exchange Act reporting requirements applicable to U.S. domestic companies because it does not meet the requirements to be a foreign private issuer under Exchange Act Rule 3b-4(c).  Specifically relevant here, the Company is subject to the proxy rules in Regulation 14A in connection with shareholder meetings.  Exchange Act Rule 14a-3 requires that a company furnish proxy materials to its shareholders either concurrently with, or prior to, the solicitation of their vote at a shareholder meeting; Rule 14a-16 permits companies to meet this requirement by furnishing shareholders with a Notice of Internet Availability of Proxy Material (the “Notice”) at least 40 calendar days before the meeting, instead of providing printed proxy materials.  However, under Dutch law, the record date for determining the shareholders entitled to attend and vote at any such meeting is set 28 days before the meeting.  This means that the Company will not have a list of shareholders entitled to notice of a meeting subsequent to the 40th calendar day before the meeting, as required to take advantage of “notice and access” pursuant to Rule 14a-16.

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Event | April 28, 2026
2:00 p.m. – 5:30 p.m. ET
Register here.

On April 28, Mayer Brown partner Jennifer Zepralka will join the John L. Weinberg Center for Corporate Governance’s program titled “Shareholder Proposals at the Crossroads: Boards, ESG, and the future of SEC Rule 14a-8.” 

As the proxy season winds down, this program will offer one of the first forums to tally the results and consider what the year’s shareholder proposals and ESG debates signal for boards.

The panel focuses on practical insights for directors and their advisors dealing with ESG and shareholder proposals in today’s environment. Panelists will discuss how boards have been addressing ESG issues and how directors, companies, and proponents have approached Rule 14a-8 during the current proxy season.

Learn more about the Weinberg Center for Corporate Governance here.

Webinar | April 16, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

As part of our Getting on Board series, join us for a book talk with Sir John Kay on the current state of corporations, how things have changed and what the future holds.

The Corporation in the 21st Century is a radical reappraisal of the nature and activities of business—what it is for and how it works.  The book was named a “Best Book of 2025” by The Economist and shortlisted for the 2024 Financial Times and Schroders Business “Book of the Year” Award.

During this discussion, Sir John Kay will discuss key themes from his book, including:

  • Forces shaping modern corporations: geopolitics and technology
  • Capital as a service
  • Artificial Intelligence and corporations
  • How directors, other corporate stewards and advisers should think about corporations and these differences and their duties

Sir John Kay is a noted economist whose career has spanned the academic world, business and finance, and public affairs. He has held chairs at LBS, Oxford and LSE, and is a Fellow of St John’s College, Oxford.

The Delaware Supreme Court has affirmed that unreasonable restrictive covenants remain invalid, even if the party seeking to enforce them asserts a claim only for monetary damages and not injunctive relief. This Legal Update discusses implications for buyers in M&A deals, including the court’s comparison of traditional restrictive covenants to “forfeiture-for-competition” provisions.

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Hybrid Seminar: March 25, 2026 | 8:30 a.m. – 9:30 a.m. ET
Mayer Brown New York Office | Zoom
Register here.

Corporate boards are busier than ever, and governance arrangements continue to adapt to meet expanding expectations. After a brisk review of the duties and protections applicable to directors, Lawrence Cunningham (Presiding Director, Weinberg Center for Corporate Governance) will provide a streamlined overview of the governance structures boards commonly use to manage their responsibilities. Topics include:

  • the role of principal standing committees—audit, compensation, and nominating and governance;
  • the importance of independent directors;
  • the use of special committees and related best practices, including recent developments in Delaware law.

The session will also address practical considerations in

  • recruiting and renewing boards, including the role of diversity and specialized skills such as cyber and AI expertise,  
  • director succession planning and board refreshment, and
  • structuring director compensation.

We hope you will join us for breakfast and networking after the session.

On February 27, 2026, more than two weeks in advance of the deadline, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to certain rules and forms under the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”).  The HFIAA, and the SEC’s related rules, subject officers and directors of foreign private issuers (“FPIs”) to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act, beginning with an obligation to file an initial statement of beneficial ownership on Form 3 no later than March 18, 2026.  Importantly, the SEC’s rule amendments do not go beyond what was required by the HFIAA, providing needed certainty with respect to the scope of this new obligation for insiders of FPIs.  This client alert summarizes the SEC’s rule changes and provides suggestions for FPIs and their insiders as they prepare to comply with the new requirements. 

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In a decision with significant implications for transactions involving controlling stockholders and other conflicted fiduciaries, the Delaware Supreme Court has upheld the constitutionality of a series of amendments to Delaware General Corporation Law (DGCL) §144, enacted in 2025. See Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. February 27, 2026). 

The holding clears the way for boards and parties to such transactions to rely on statutory safe harbors and other limitations on potential liability. The details of amended DGCL §144 are found in our Mayer Brown Legal Update, A Step-by-Step Approach for Boards Evaluating Conflicted Director, Officer, and Controlling Stockholder Transactions Under the Amended Delaware Corporation Law. In brief, amended DGCL §144:

  • Establishes safe harbors that exempt qualifying corporate actions and transactions from claims for equitable relief and damages;
  • Clarifies the definitions of “controlling stockholder” and “control group” and specifies when directors and stockholders are disinterested;
  • Limits monetary damages for duty of care claims against controlling stockholders; and
  • Applies retroactively to most past corporate actions and transactions.

The Delaware General Assembly and governor intended these amendments to clarify and simplify the “cleansing” mechanisms corporate fiduciaries and deal parties could use when approving conflict-of-interest transactions between the corporation and its directors, officers, and controlling stockholders. Over the span of decades, Delaware courts had developed bodies of case law defining when such transactions would be subject to the onerous and fact-intensive “entire fairness” standard of review and when a stockholder exercised “control” over the corporation. These standards were often highly complex, resulted in protracted litigation, and made corporate approvals uncertain.

Soon after its enactment, multiple claimants challenged the constitutionality of DGCL §144, which made its validity unclear. In rejecting these challenges, the Court noted a strong judicial tradition of presuming the constitutionality of legislative enactments and held that the amendments were within the General Assembly’s constitutional authority to modify the DGCL.

The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable (“HFIA”) Act.

Directors and officers of foreign private issuers, or FPIs, with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026, as we have previously blogged.

The HFIA Act was enacted on December 18, 2025.  It amended Section 16(a) of the Exchange Act.  The amendment requires directors and officers of an Exchange Act-reporting FPI, but not 10 percent holders, to file Section 16 reports electronically and in English. The SEC’s final rule amendments revise the relevant rules and forms.  The SEC’s final rules confirm that the HFIA Act does not apply to 10 percent holders, which had been a point of concern. 

The Chair of the SEC noted in his remarks that in enacting the HFIA Act, Congress recognized the possibility that some foreign laws may already impose substantially similar requirements on executives and gave the Commission authority to exempt persons, securities, or transactions from the HFIA Act’s requirements.  The Chair stated that the SEC staff is “actively evaluating whether it will recommend that the Commission exercise this exemptive authority.”

Here is a link to the final rules: https://www.sec.gov/files/rules/final/2026/34-104903.pdf.

A Legal Update will follow shortly. 

Please stay tuned for information regarding a short webcast updating FPIs on compliance.

March 17, 2026 Update: Implementation and enforcement of the Fair Investment Practices by Venture Capital Companies Law (“FIPVCC”) will be suspended pending completion of rulemaking and until final regulations are in place.  California Department of Financial Protection and Innovation (“DFPI”) will not require covered entities to submit further registrations or file reports by the April 1, 2026, deadline.
On March 17, 2026, the DFPI announced that it plans to initiate rulemaking in response to comments by various stakeholders relating to the FIPVCC.  The DFPI will begin the rulemaking process later this year, and plans to seek input from venture capital companies, industry associations, founders, investors, and other relevant parties prior to doing so.

Venture capital companies with a nexus to California should be aware of new reporting requirements that become effective on March 1, 2026.  The reporting requirements stem from California’s Fair Investment Practices by Venture Capital Companies Law, and are intended to help the state gather demographic information about the business in which these venture capital companies invest, as well as data about the size of such investments.

Specifically, the new requirements will apply to venture capital companies meeting the definition of “Covered Entity,” which is broadly defined as follows: the venture capital company (1) is primarily engaged in the business of investing in, or providing financing to, startup, early-stage, or emerging growth companies, and (2) meets any of the following criteria: (A) is headquartered in California, (B) has a significant presence or operational office in California, (C) makes venture capital investments in businesses located in, or that have significant operations in, California or (D) solicits or receives investments from a person who is a resident of California.  Reporting requirements for Covered Entities include:

  • Beginning on March 1, 2026, Covered Entities must register with the California Department of Financial Protection and Innovation (the “DFPI”) in order to provide the DFPI with a point of contact for the Covered Entity.
  • Annually, a Covered Entity must provide to each founding team member of each business in which the Covered Entity invested in during the prior calendar year a voluntary survey.  In the survey, founding team members can opt to report information such as race, gender, and other demographic details.  The DFPI has provided a standard form of survey, linked below, for Covered Entities to distribute to the appropriate founding members. 
  • By April 1, 2026 (and annually thereafter), a Covered Entity must submit the above demographic information on an aggregate basis to the DFPI.  The Covered Entity must also report the number of investments made in businesses primarily founded by diverse founding team members, along with certain other investment-related data; noting that all information in a Covered Entity’s annual report should be anonymized.
  • After April 1, 2026, the above annual reports will be made publicly available on the DFPI’s VCC Reporting Portal, when it is available.

Given that the March 1 compliance date is right around the corner, venture capital companies should determine whether they meet the definition of a Covered Entity; noting that once a venture capital company qualifies as a Covered Entity, surveys must be distributed to all investments and portfolio companies in which it invests, regardless of whether they have a nexus to California.  Covered Entities should also consider their own internal controls and procedures, including (i) providing surveys to founding members of portfolio companies and other investments, (ii) gathering, synthesizing and anonymizing the data, and (iii) accurately reporting all information to the DFPI on a timely basis.  Find more information about the DFCPI’s VCC Reporting program here.  Find the form of DFPI Demographic Data Survey form here.

Earlier this month, Senator Elizabeth Warren, in her capacity as Ranking Member of the Senate Banking, Housing, and Urban Affairs Committee, sent a letter to Securities and Exchange Commission (“SEC”) Chairman Atkins, in response to an executive order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors” (the “Executive Order”).  The Executive Order’s stated purpose is to restore public confidence in the proxy advisory industry by promoting accountability, transparency and competition by addressing the substantial power proxy advisors have “to advance and prioritize radical politically-motivated agendas,” including by advancing diversity, equity and inclusion and environmental, social and governance (“DEI and ESG”) initiatives.  As such, the Executive Order directs the SEC to review SEC rules related to proxy advisors and shareholder voting.

Senator Warren’s letter argues that, rather than seeking changes that would bring accountability or transparency to the proxy advisory industry, the Executive Order seeks to undermine investor influence over the management of public companies by asking the SEC to conduct a “sweeping review aimed at unwinding policies designed to help shareholders influence the actions of corporate directors.” Among other things, the Senator points to the Executive Order’s direction that the SEC review, and possibly revise or rescind, Rule 14a-8.

Senator Warren’s letter highlights certain actions that the Executive Order requires of the SEC, and requests that the SEC explain the steps it has taken in furtherance of these.  In addition, the letter asks for information pertaining to the scope and findings of any SEC examinations, in all instances no later than February 25, 2026.  Among other things, Senator Warren highlights the Executive Order’s directions to the SEC to: (i) review all rules, regulations and guidance related to proxy advisors, importantly, including considering revising or rescinding all rules and regulations, including, as noted above, Rule 14a-8, that are inconsistent with the Executive Order; (ii) determine whether proxy advisors should be registered investment advisers under the Investment Advisers Act; (iii) determine whether proxy advisors should be required to provide transparency into certain recommendations and possible conflicts of interest, especially related to DEI and ESG proposals; (iv) determine whether proxy advisors serve as a vehicle for investment advisers to coordinate voting in way that would require such parties report as a “group” under certain Exchange Act provisions; and (v) examine whether registered investment advisers engaging proxy advisors to advise on non-pecuniary factors, including those related to DEI and ESG, is consistent with the fiduciary duties of advisers.

Senator Warren concludes by asking the SEC to explain how compliance with the Executive Order will impact institutional investors’ ability to make “timely, informed voting decisions,” as well as the impact that compliance will have on other agency actions.  The Executive Order can be found here: Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors executive order. The letter can be found here: Senator Warren February 1, 2026 Letter to Chairman Atkins.