Every entity and individual that maintains an EDGAR filer account, including public companies and Section 16 reporting persons (officers, directors, and 10%+ beneficial owners), is subject to the Annual EDGAR Confirmation requirement.  The process is straightforward, but failing to complete it can cause headaches.  Once a year, each filer must log into its Filer Management dashboard and confirm the following:

  1. User authorization is current.  All individuals and entities listed on the account, including users, account administrators, technical administrators, and delegated entities (such as filing agents), are still authorized to act on the filer’s behalf.
  2. Filer information is accurate.  The company information reflected on the dashboard is up to date.

The annual confirmation is a security measure designed to ensure that former employees, outdated vendor relationships, and other unauthorized parties do not retain access to your company’s EDGAR filing capabilities.

When Is It Due?

Each filer account is assigned an ongoing quarterly deadline:  March 31, June 30, September 30, or December 31 (or the next business day if that date falls on a weekend or holiday).  The specific due date is displayed on the filer’s Filer Management dashboard. EDGAR will send reminder emails and dashboard notifications beginning six weeks before the deadline.  Filing agents and other delegated entities can also check client filers’ confirmation due dates through the View Filer Account Information API.  Any one of your company’s account administrators can complete the annual confirmation.  No board resolution or committee action is required.  A single authorized account administrator may log in and complete the confirmation process.

Can You Confirm Early?

Yes!  Account administrators may confirm before the deadline, even in an earlier quarter.  When early confirmation is submitted, the deadline resets to one year after the end of the quarter in which the early confirmation occurred.  For example, suppose the filer’s deadline is December 31. If an account administrator submits the confirmation in August, the new deadline becomes September 30 of the following year.

What Happens If You Miss the Deadline?

  • 3-month grace period.  After the deadline passes, the filer retains three months of continued full EDGAR access.  During this window, the system sends daily reminders urging completion of the confirmation.
  • Account deactivation.  If the grace period expires without confirmation, the filer’s account is deactivated.  No one at the company, and no filing agent acting on the company’s behalf, will be able to submit filings through EDGAR.
  • Reactivation requires a new application.  To regain access, the company must re-apply by submitting a new Form ID.  If approved, the filer retains its existing CIK number and filing history, but all prior user authorizations and delegated entity relationships are voided and must be reestablished.

Summary

The annual confirmation takes only a few minutes and prevents a potentially disruptive account lockout.  We recommend (i) adding a recurring calendar reminder several weeks before the deadline; (ii) confirming that at least one (and ideally more than one) account administrator is familiar with the confirmation process; (iii) considering an early confirmation if it aligns better with your team’s workflow.  For companies that coordinate Section 16 filings on behalf of insiders, consider confirming that those individual accounts are up to date as well.

If you have questions about your company’s EDGAR account setup or need assistance identifying your confirmation deadline, please do not hesitate to contact our Mayer Brown team.

On August 21, 2026, the Securities and Exchange Commission (“SEC”) announced that the filing fee rate for securities registration will be decreasing from $138.10 per million dollars to $87.00 per million dollars, effective October 1, 2026.  This is the second consecutive year that the filing fee has decreased in recent years.

The SEC filing fee rates are established each year to levels that the SEC budgets will generate collections equal to statutory target amounts, calculated using a methodology developed in consultation with the Congressional Budget Office and the Office of Management and Budget. The SEC determined the statutory target amount for fiscal year 2027 to be $919,148,792 by adjusting the fiscal year 2026 target collection amount of $887,800,554 for the rate of inflation.

Under the Dodd-Frank Act, the annual rate changes must take effect on the first day of each fiscal year. Therefore, effective October 1, 2026, the Section 6(b) fee rate applicable to the registration of securities under the Securities Act of 1933, the Section 13(e) fee rate applicable to the repurchase of securities under the Securities Exchange Act of 1934 (the “Exchange Act”), and the Section 14(g) fee rate applicable to proxy solicitations and specified tender offers under the Exchange Act will decrease to $87.00 per million dollars. 

Statutory YearFiling Fee Rate
2023$110.20 per million dollars
2024$147.60 per million dollars
2025$153.10 per million dollars
2026$138.10 per million dollars
2027 (effective 10/1/2026)$87.00 per million dollars

On August 18, 2026, the Financial Accounting Standards Board (“FASB”) issued a proposed accounting standards update (“ASU”) titled Statement of Cash Flows (Topic 230): Cash Equivalents—Disclosure Enhancement and Evaluation of Certain Digital Assets.  The proposed ASU seeks to clarify whether certain digital assets meet the definition of “cash equivalents” on the balance sheet, and to increase the transparency of the significant components of “cash equivalents.”

Background

Currently, cash equivalents under U.S. generally accepted accounting principles (GAAP) are defined as short-term, highly liquid investments that are readily convertible into cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.  Examples of common cash equivalents include cash invested in money-market funds, Treasury bills and commercial paper.  Since the introduction digital assets, without clear guidance, companies have adopted a diversity of practices to account for digital assets on their financial statements.

Key Provisions of Proposed ASU

The proposed ASU will not change the current definition of “cash equivalents.”  Instead, to promote consistency of application across companies, it will add a series of illustrative examples of digital assets that qualify as cash equivalents under ASC 230-10-55.  The proposed ASU will also require all companies to provide enhanced disclosures regarding the significant components and related amounts of cash equivalents, regardless of whether they are digital assets, to increase transparency of what comprises cash equivalents on a company’s financial statements.

Summary of Illustrative Examples

Below is a summary of the three illustrative examples included in the proposal:

 Fact PatternResult
Case AA stablecoin where the holder has a direct, on-demand contractual redemption right against the issuer for $1/unit, with no significant fees or restrictions, and the issuer maintains segregated reserve assets consisting of cash and Treasury bills with original maturities of three months or less on at least a one-to-one basis.Meets the definition of “cash equivalent” because the redemption right makes the stablecoin readily convertible to a known amount of cash and the nature of the reserves at the issuer means the risk of value changes from interest rate movements is insignificant.
Case BA stablecoin where the holder does not have a contractual redemption right directly from the issuer but instead relies on active secondary markets where the holder expects to be able to sell at approximately $1/unit.Fails the definition of “cash equivalent” because the ability to sell on a secondary market is not the same as a contractual redemption right directly from the issuer for a fixed amount of cash.
Case CA stablecoin where the holder has a direct redemption right from the issuer but the issuer’s reserves consist of crypto assets and gold.Fails the definition of “cash equivalent” because the value of those reserve assets may change for reasons other than changes in interest rates, presenting a more than insignificant risk of changes in value.

Comment Period

The Proposed ASU includes seven questions on which the FASB is particularly interested in receiving stakeholder feedback, covering the operability of the illustrative examples, the decision-usefulness of the proposed disclosure, transition requirements, effective date considerations, and the overall cost-benefit analysis. Stakeholders are encouraged to review and provide comments on the proposed ASU by November 19, 2026.

Recently, Rep. Sean Casten (D-Ill.) introduced the Multi-Class Stock Company Voting Transparency Act, which directs the Securities and Exchange Commission (“SEC”) to improve the transparency of voting results at companies with multi-share classes and strengthen the quality of information available to investors.  Specifically, the bill would require companies with two or more classes of stock to provide vote tallies that include a breakdown of results by class. According to the Council of Institutional Investors (“CII”), the number of companies with dual-class or multi-class stock has increased, with a third of companies that completed an IPO in 2025 having two or more classes of stock.  Multi-class structures allow founders, executives, and early investors to retain voting control over corporate decisions even after selling a significant portion of the company’s equity to public shareholders.  Proponents argue that these structures insulate management from short-term market pressures and enable the company to pursue its long-term strategic vision without interference.

Currently, under Item 5.07 of Form 8-K, companies are required to disclose the aggregate vote tallies for each matter submitted to a shareholder vote, including votes for, against, or withheld, as well as abstentions and broker non-votes, within four business days after the meeting.  The bill would require multi-class companies to disclose the total number of votes cast for, against, or withheld, disaggregated by voting class as well as the total number of abstentions and broker non-votes disaggregated by voting class.  In a statement, Rep. Casten noted that “Investors deserve to know whether the board’s response to the outcome of a proposal reflects the preferences of the majority of shareholders—or whether super vote shareholders swayed the results.”

Read the full bill and Rep. Casten’s press release.

As a result of recent Securities and Exchange Commission staff relief, companies, their management teams and boards now have enhanced flexibility in connection with a range of liability management transactions, from equity repurchases, refinancing outstanding debt securities through exchange or tender offers, or considering concurrent consent solicitations.

A company that wants to acquire a block of its own or another company’s stock may do so through a tender offer. Tender offers are subject to the general anti-fraud provisions of Section 14(e) of the Securities Exchange Act of 1934. A self-tender may be subject to Rule 13e-4. Historically, Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a) each required tender offers to remain open for at least 20 business days. Given technological developments and changes in the capital markets, the 20-business day rule has been criticized as unnecessarily restrictive. In April 2026, the staff of the SEC’s Division of Corporation Finance (the division) issued an exemptive order permitting a tender offer for any class of equity security to remain open for a minimum offering period of 10, instead of 20, business days. The order applies to certain offers for equity securities of public and private companies.

Continue reading this article on Directors & Boards.

On August 13, 2026, the Securities and Exchange Commission (“SEC”) published notice of a proposed rule change (SR-NYSE-2026-37) by the New York Stock Exchange (“NYSE”) to amend Sections 303A.00 and 303A.07 of the NYSE Listed Company Manual to extend the transition period in which a newly listed company must establish an internal audit function.

Currently, Section 303A.07(c) requires companies listed on the NYSE to establish and maintain an internal audit function.  Sections 303A.00 and 303A.07 provide a transition period for newly listed issuers to comply within one year of the listing date. The internal audit function is intended to provide management and the Audit Committee with ongoing assessments of the company’s risk management processes and system of internal controls.  The function may be performed internally or outsourced to a third-party service provider other than the company’s independent auditor.  The NYSE’s proposal would extend the transition period from one year to five years.  It is worth noting that the Nasdaq Stock Market does not require its listed companies to maintain a separate internal audit function.

NYSE Reasoning

In its proposal to the SEC, the NYSE stated that newly listed issuers often express concern over the one-year transition period given competing business and regulatory obligations requiring management’s attention and the challenges of building an internal audit function.  The NYSE believes that a robust internal audit function continues to be a key component of sound corporate governance, but agrees with issuers that providing additional time to develop an internal audit function will result in a more effective internal audit function.  In this regard, newly public companies are typically in the process of upgrading their accounting systems and internal controls and hiring additional staff to meet the greater demands placed on public companies. Given the oversight role of directors, and especially members of the Audit Committee, with respect to risk management and internal control, the NYSE believes it is appropriate to extend the transition period to provide directors with sufficient time to assess an issuer’s operations and design a valuable internal audit function.

The NYSE believes that five years is an appropriate transition period because other requirements will continue to provide sufficient assurance that issuers listed on the NYSE are appropriately managing risk:

  • NYSE Section 303A.06 requires listed issuers to have an Audit Committee composed of at least three independent directors.
  • NYSE Section 303A.07 requires that the Audit Committee have a written charter providing that, at least annually, the Audit Committee obtains and reviews a report by the company’s independent auditor describing:  the company’s internal quality-control procedures and any material issues raised by the most recent internal quality-control review.
  • Section 404(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) obligates management to maintain an adequate internal control structure for financial reporting and to annually assess its effectiveness.
  • SOX Section 404(b) requires the company’s independent auditor to provide an attestation on management’s internal control assessment.
  • SOX Sections 302 and 906 require the chief executive officer and chief financial officer to certify the accuracy of the company’s periodic reports (Forms 10-K and 10-Q).

In this way, the NYSE noted that its internal audit requirement is a supplementary protection to these other requirements.

Effectiveness and Comment Period

Within 45 days of the publication of the SEC’s notice in the Federal Register (unless the SEC determines to extend to up to 90 days), the SEC will either approve or disapprove the proposed rule change or institute proceedings to review the rule change. Interested parties may submit comments to the SEC regarding the proposal. Comments will be due 21 days after the notice is published in the Federal Register.

Recently, the Securities and Exchange Commission announced the formation of a new unit within the Division of Enforcement, which will focus on accounting and financial reporting related issues.  This group, the Financial Reporting and Accounting Unit, replaces the SOX Group.  The Unit will be staffed by accountants and attorneys in order to be able to bring to bear specialized expertise to investigations relating to accounting fraud.  The Unit also is expected to consider misconduct by accountants and auditors.  The Unit will coordinate with other offices within the SEC, including, among others, the Office of the Chief Accountant, the Division of Corporation Finance, and the Division of Economic and Risk Analysis.  The creation of this Unit and the focus on financial reporting investigations are consistent with SEC Chair Atkins’ announced priorities of a “back-to-basics” enforcement approach.  This has meant moving away from the prior administration’s focus on recordkeeping cases and on cases that often involved ESG-related disclosure shortcomings to cases that involve microcap fraud, retail investor protection issues, and internal control violations.  See the release.

Taking a step that many in the securities regulatory world predicted, on August 14, 2026, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced it would no longer respond to requests from companies to exclude shareholder proposals from proxy statements pursuant to Exchange Act Rule 14a-8 (including Rule 14a-8(i)(1)), until further notice.  By way of background, in November 2025, the Division announced that it would not respond substantively to such requests during the 2025-2026 proxy season, other than requests to exclude a proposal under Rule 14a-8(i)(1).  Since then, SEC Chairman Paul Atkins has spoken positively about the change; noting in July 2026 that his “greatest takeaway [from the last proxy season] is that the Commission staff’s interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements,” and continuing by remarking on the difficulty of  “order[ing] our talented staff to return to a tedious, and evidently ineffectual, task in future years when so many other vital filings and issues lie unattended awaiting a delayed resolution. That is certainly not good government, nor public service.”

The Division’s statement notes the importance of allocating resources to reviews of Securities Act and Exchange Act filings for the protection of investors and facilitation of capital formation, as well as the “extensive body of guidance” available on Rule 14a-8.  In a step further than in the last proxy season, the Division will also no longer respond to notices filed under Rule 14a-8(j).  However, companies will still be required to submit such notices to the SEC in compliance with Rule 14a-8.  Companies should submit those notices, along with any other related questions or correspondence, via the Division’s online Shareholder Proposal Form; the Division’s shareholder proposal email address no longer functions.

The statement also clarifies that the Division of Investment Management will take a “substantially similar” approach to Rule 14a-8 requests related to investment companies.  Notices submitted pursuant to Rule 14a-8(j) related to investment companies must be submitted by email to IMshareholderproposals@sec.gov; questions or other correspondence concerning investment companies can be directed to the same email address or submitted via phone at 202-551-6921.

Read the statement here.

California’s climate disclosure regime continues to evolve rapidly, with significant regulatory developments, implementation guidance, and litigation affecting the compliance landscape for companies doing business in California. There have been several important developments regarding implementation of California’s landmark climate-disclosure statutes—SB 253 (the “Climate Corporate Data Accountability Act”) and SB 261 (the “Climate-Related Financial Risk Act”), together the “Climate Accountability Package.”

Mayer Brown has been closely following these developments through a series of Legal Updates. This Legal Update summarizes the latest developments, including the California Air Resources Board’s revised rulemaking, the extended 2026 reporting timeline, the evolving framework for 2027 and beyond, and recent litigation and enforcement developments.

Continue reading this Legal Update.

On July 29, 2026, the Securities and Exchange Commission (“SEC”) announced that it stayed its July 22, 2026 order (Release No. 34-105971) approving The Nasdaq Stock Market LLC’s (“Nasdaq’s”) rule proposal to adopt a new continued listing standard requiring listed companies to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5 million.  This new MVLS standard represents a significant change from Nasdaq’s other continued listing standards because it does not provide a customary cure or compliance period.  For now, that standard is on hold, but boards of small-cap and micro-cap Nasdaq companies should understand why the stay happened, what could come next, and how to prepare.

How the stay came about:  The stay is procedural and temporary, not a substantive ruling against the rule.  It was automatically triggered after the Small Public Company Coalition (“SPCC”) and Cemtrex each filed notices of their intent to ask the SEC to review the Division of Trading and Markets’ approval of the rule:  the SPCC on the basis that it represents small public companies affected by the rule and participated extensively in the rulemaking process, and Cemtrex on the basis that its MVLS is already below the proposed $5 million threshold and the rule could subject it to suspension and delisting.  Pursuant to Rule 431(e) of the SEC’s Rules of Practice, these filings automatically stayed the rule approval pending further SEC action.  The petitioners now have five days to file their formal petitions for review setting forth the basis for challenging the approval.  The rule could still be revived and take effect if the SEC ultimately denies those petitions or otherwise reinstates the approval. 

Why small-cap issuers on Nasdaq should pay attention:  If the new MVLS requirement takes effect, small and micro-cap or financially distressed issuers on Nasdaq will face a heightened risk of delisting, and the absence of a cure period means that a company that receives a delisting notice from Nasdaq for failing to maintain a $5 million MVLS for 30 consecutive business days must meet the Nasdaq’s more stringent initial listing requirements to regain listing compliance.  A company can appeal a delisting determination to a Nasdaq hearing panel, but the appeal will not stay the suspension of trading on Nasdaq.  Instead, the company’s securities will trade over-the-counter (OTC) pending the hearing panel’s decision.  The hearing panel may reverse a delisting determination, in its sole determination, if it finds that Nasdaq staff made an error, or grant an exception of up to 180 days for the company to demonstrate that it meets all applicable initial listing requirements.

What Boards should do now:  Boards should consider developing contingency plans now in case the rule ultimately goes into effect. Examples include:

  • Monitoring the company’s MVLS and modeling how close it sits to the $5 million threshold under various market scenarios.
  • Understanding the mechanics and timeline of a potential delisting notice, the hearing panel appeal process, and the consequences of a move to OTC trading.
  • Evaluating in advance what it would take to satisfy Nasdaq’s initial listing requirements, since that is the standard the company would need to meet to regain listing compliance.
  • Tracking the SEC review process, including the petitions for review and any subsequent SEC action, to anticipate when and whether the rule may take effect.

Boards that engage with these questions now will be better positioned to respond quickly if the SEC ultimately allows the $5 million MVLS standard to move forward.