For decades, U.S. securities regulation treated foreign private issuers (“FPIs”) with ‘home country deference,’ offering accommodations based on the premise that robust local oversight rendered many U.S. requirements duplicative. Over time, however, that premise has begun giving way to ‘domestication’: a move to align FPIs with U.S. reporting norms, at least in part based on the idea that these issuers primarily access capital in the U.S. markets.

Stretching as far back as 1935, when the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) stated that “an endeavor has been made to adapt the requirements for domestic issuers to the peculiar circumstances of foreign issuers. In view of the disparity between the laws and practices existing in the several countries, it was necessary to introduce great flexibility in the requirements;” the federal securities laws have considered that the different characteristics of domestic and foreign issuers requires a different regulatory approach. This difference in approach is evident in our current regulatory scheme, which provides a number of corporate governance, disclosure-related, and procedural accommodations to foreign private issuers. However, in recent years, the question as to whether these accommodations remain appropriate for all foreign issuers has been the subject of debate, and the current framework seems poised for change.

For example, in June 2024, Commissioner Mark Uyeda shared his views on the accommodations provided to FPIs, requesting that “to provide greater certainty to [foreign] companies and ultimately to protect U.S. investors, the agency should articulate a philosophy for when disclosure by foreign companies should be equivalent to disclosure by U.S. companies.” Commissioner Uyeda continued, “As part of this process, the SEC should ensure that its ‘foreign private issuer’ definition reflects today’s capital markets and corporate structures, and captures the appropriate foreign companies,” an idea that may be on its way to fruition with the Commission’s June 2025 Concept Release on Foreign Private Issuer Eligibility, which proposed potential changes to the FPI definition.

This paper examines whether remarks and actions like the above mark a fundamental shift in the Commission’s stated priorities and positions, leading to a permanent shift in the SEC’s approach to the regulation of foreign issuers. We believe that the recent trend will continue and that more change is forthcoming for all FPIs, with the potential for additional focus on issuers based in the People’s Republic of China. We explore the rationale behind this hypothesis, and what it might mean for foreign issuers.

Continue reading this paper on The Review of Securities & Commodities Regulation.

In many ways, the 2026 proxy season has been markedly different than prior seasons, due, in no small part, to the November 2025 decision by the U.S. Securities and Exchange Commission (“SEC”) Staff not to provide substantive guidance on the grounds on which a company could omit a shareholder proposal under most prongs of Rule 14a-8 under the Securities Exchange Act of 1934, as amended.  This change in the SEC’s approach created a new dynamic between companies and proponents, including with respect to the level of engagement between the parties and the factors a company must consider in determining whether to include a proposal in its proxy statement.  What is not different from the 2025 proxy season, though, is the prevalence of “anti-ESG” shareholder proposals submitted to public companies.  These proposals are generally critical of, or question the value of, company policies or initiatives related to environmental, social or governance (“ESG”) factors, including how the company discloses, reacts to and manages ESG-related risks and policies, such as, for example, risks related to carbon emissions, as well as policies addressing diversity, shareholder rights and corporate social responsibility.  As of the midpoint of the 2026 proxy season, “anti-ESG” proposals are very common, just as they have been in recent years.

As of May 31, 2026, approximately 135 ESG-related proposals have been voted on by public company shareholders, constituting almost 35% of the total shareholder proposals voted on to date this proxy season.  Almost 38% of these, or around 50 proposals, are “anti-ESG” proposals, while the remaining around 80 proposals, or about 62% of the ESG-related proposals, support ESG-related actions or disclosure.  Approximately 28 additional anti-ESG proposals were excluded through the Rule 14a-8 no action process.  Just as in both 2024 and 2025, none of the ESG-related proposals has received a passing shareholder vote.  In 2026, the average vote in favor of anti-ESG proposals was about 1.7%; such proposals received a median support level of 1.07%.  The average vote in favor of proposals supporting ESG is higher, at almost 13.3%, with a median support level of about 11.2%; one pro-ESG climate-related proposal received 47% support.

Continue reading on Harvard Law School Forum on Corporate Governance.

The 2026 proxy season thus far has been out-of-the-ordinary, impacted by regulatory and policy developments that required companies and shareholders to adapt their shareholder proposal and engagement strategies. As a result of these unusual circumstances, particularly when coupled with uncertainty about the evolving role of the Securities and Exchange Commission (“SEC”) and potential rule changes on the horizon, it is somewhat difficult to rely on this year’s shareholder proposal experience as a reliable indicator of future trends. Nevertheless, examination of the proposals submitted and voted upon this season can still provide useful insights into the topics of greatest interest to shareholders and can help guide public companies’ engagement efforts and priorities.

Setting the stage for much of the uncertainty this proxy season, the SEC Staff effectively withdrew from the no-action process for the 2026 proxy season, fundamentally altering the dynamics between companies and shareholder proponents. Shareholder proposal submissions declined from 951 in 2025 to approximately 789 in 2026. Corporate governance proposals comprised the largest share of proposals at 49%. Environmental and social proposals continued to decline; no environmental proposal received majority shareholder support in either 2025 or 2026. Anti-ESG proposals constituted approximately 20% of all proposals voted on, yet none received a passing vote. Only approximately 7% of proposals voted on received majority shareholder support, a significant decline from 14% in 2025, with governance proposals representing the overwhelming majority of those that passed. Regulatory developments, including executive orders targeting proxy advisory firms, revised SEC guidance on beneficial ownership, and potential Rule 14a-8 rulemaking, may continue to transform the shareholder proposal landscape.

Continue reading on Harvard Law School Forum on Corporate Governance.

Webinar: June 23, 2026 | 8:30 a.m. – 9:30 a.m. ET
Register here.

Corporate boards today face expanding expectations and intensifying scrutiny. Directors are expected to oversee not only traditional financial and operational risks, but also cybersecurity, AI, geopolitics, regulatory complexity, reputational exposure, workforce issues, activist pressures, and rapidly changing disclosure requirements.  

Lawrence Cunningham (Presiding Director, Weinberg Center for Corporate Governance) will offer a practical discussion of risk oversight from the perspective of an experienced public company director and governance professional. Using a leading institutional framework as a foundation, the presentation will explore how boards actually approach risk oversight in practice—including the distinction between oversight and management, the role of board committees, the importance of incentives and culture, and the growing challenge of information overload. The session is designed to provide directors, executives, and governance professionals with practical insights into how effective boards oversee risk while continuing to support strategy, innovation, and long-term value creation.

As we previewed, the U.S. Securities and Exchange Commission (“SEC”) has proposed to rescind its Climate-Related Disclosure Rules, which were adopted in March 2024 and require registrants to provide certain climate-related information in their registration statements and annual reports. The Climate-Related Disclosure Rules, however, have been stayed since April 4, 2024, pending litigation which we have widely covered on this blog. In today’s release, the SEC called the rules a “dramatic overreach of the Commission’s statutory authority and, independently, unsound as a matter of policy,” and proposed to rescind the Climate-Related Disclosure Rules in their entirety.  

The proposing release explains the SEC’s view that the Climate-Related Disclosure Rules exceed the statutory limits of the SEC’s disclosure authority. The SEC argues that the Climate-Related Disclosure Rules compelled disclosures that are “not within the scope of the categories of disclosures Congress required and do not comport with the directives Congress set for excepting from, substituting, or adding to those disclosures.” The SEC also claims that the Climate-Related Disclosure Rules interfere with State corporate law without a statutory directive.

The SEC adds that even if it had the authority to adopt the Climate-Related Disclosure Rules, there are independent policy reasons supporting their withdrawal. The SEC notes that the rules are unnecessary and inconsistent with a registrant-specific, materiality-based approach to disclosure, which SEC Chair Paul Atkins has repeatedly advocated since the start of his tenure. In addition, the SEC claims that the Climate-Related Disclosure Rules are not aligned with federal securities law policy concerns, impose unjustified costs as compared to the informational benefits the disclosures may provide to certain investors, and conflict with the SEC’s policy objectives of facilitating capital formation and promoting public company status.

Chair Atkins noted that “SEC disclosure obligations should comply with the Commission’s statutory authority, be guided by materiality as the North Star, avoid the practical effect of dictating corporate behavior, and be imposed only when the expected benefits justify the likely costs and burdens.” The public comment period is now open until 60 days after publication of the proposing release in the Federal Register.

Read the SEC’s press release, fact sheet and proposing release.

On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published two rulemaking proposals, each of which would substantially revise the requirements of the U.S. federal securities laws applicable to public companies. These proposals mark the next step in SEC Chair Paul Atkins’ mission to grow the U.S. capital markets and “make IPOs great again,” and clearly reflect the SEC’s commitment to this mission.

This Legal Update covers one proposal, titled “Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies” (the “Proposing Release”). The Proposing Release lays out a new simplified structure for the filer status of many domestic U.S. companies that report under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), along with numerous ideas for comprehensive disclosure simplification and comment requests.

Continue reading.

On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”). The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in over 20 years. Most important, the Proposal would broaden eligibility to register securities offerings on Form S-3 and provide enhanced registration and communication benefits to a broad universe of issuers, changes that may dramatically increase the ability of such issuers to raise capital quickly in the public markets.

In a statement, SEC Chair Paul Atkins remarked that the Proposal “would address impediments, which result from outdated SEC rules, to public companies’ ability to conduct registered offerings quickly.” He noted that the Proposal, along with the second rulemaking proposal aimed at enhancing filer status, “are among the first important steps toward transforming the SEC’s regulatory framework for public companies.”

We discuss the most significant proposed changes in this Legal Update.

Beginning on March 18, 2026, pursuant to the Holding Foreign Insiders Accountable Act (the “HFIAA”) officers and directors of foreign private issuers (“FPIs”) were required to comply the beneficial ownership reporting requirements in Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).  On March 5, 2026, the Securities and Exchange Commission (the “SEC”) published an order granting an exemption from such beneficial ownership reporting requirements for officers and directors of certain FPIs (the “March Order,” read about it here).  On May 20, 2026, the SEC published an additional exemptive order expanding the list of “qualifying jurisdictions” eligible for such exemptive relief to include Australia, India and Singapore.

Pursuant to authority provided to the agency under the HFIAA, the SEC’s orders exempt officers and directors of any FPI that is (i) incorporated or organized in a “qualifying jurisdiction,” and (ii) subject to a “qualifying regulation,” from Section 16(a) reporting requirements.  As stated in both orders, “the exemptive relief is available to directors and officers of an FPI that is either (i) incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different jurisdiction.”

Just like the March Order, the current order also names the “qualifying regulations” for the qualifying jurisdictions, each of which is “substantially similar” to the disclosure requirements of Section 16(a). 

The exemptive relief is subject to the same conditions required by the March Order.

Read the order here.

On May 4, 2026, the Securities and Exchange Commission (“SEC”) submitted a rulemaking proposal to the U.S. Office of Information and Regulatory Affairs (“OIRA”) titled “Rescission of Climate-Related Disclosure Rules,” signaling the agency’s intent to formally rescind its climate-related disclosure rules (the “Climate Disclosure Rules”).

Since we last checked in, the SEC voted to discontinue its defense of the Climate Disclosure Rules under then-Acting SEC Chair Mark Uyeda, which it voluntarily stayed in light of pending litigation.  However, the Eighth Circuit Court of Appeals held the case in abeyance, stating that “it is the agency’s responsibility to determine whether its Final Rules will be rescinded, repealed, modified, or defended in litigation.”  The proposal to rescind the Climate Disclosure Rules is under review by OIRA, which must complete its review before the SEC can formally publish the proposed rule and seek public comment.

While the SEC moves toward rescission, the standards underlying greenhouse gas (“GHG”) emissions reporting continue to evolve.  The GHG Protocol, which develops internationally accepted GHG accounting and reporting standards, released in March 2026 draft proposed revisions to its Scope 3 Standard.  Scope 3 emissions encompass indirect emissions across a company’s value chain.  Among the key proposed changes are a new requirement for companies to report at least 95% of required Scope 3 emissions to remain in compliance with the standard and the creation of a new category, “Category 16,” covering other value chain activities such as facilitated emissions, insurance-associated activities, underwriting, and licensing.  During the public comment period for the Climate Disclosure Rules, there was significant pushback on inclusion of Scope 3 emissions, which led to Scope 3 requirements being omitted from the SEC’s final rules.  Despite this, there has been broad international adoption of disclosure regimes including Scope 3, such as the IFRS Foundation’s ISSB standards and the European Sustainability Reporting Standards (“ESRS”) underlying the CSRD.

The SEC under Chair Paul Atkins has emphasized a return to a “materiality-focused” approach to securities regulation.  While OIRA reviews the SEC’s rulemaking proposal, the contents are not publicly available.   We will review the rulemaking proposal on this blog once it becomes available.

The Shareholder Rights Group, a shareholder rights advocacy group, recently published an initial report on the 2026 shareholder proposal season, titled “Shareholder Proposals and Corporate Governance in a Season of Regulatory Uncertainty.”  The report touches on the regulatory backdrop that set the stage for the unusual proxy season (read about it here, here and here) and analyzes the substance of a number of proposals that companies determined to exclude under Exchange Act Rule 14a-8.  In addition, the report explores questions regarding how the Securities and Exchange Commission (the “SEC”) Staff’s decision not to provide substantive guidance on the application of Rule 14a-8 to shareholder proposals in 2026 impacted the ability of shareholders to raise material questions with companies, and how it impacted the behavior of companies following receipt of proposals.  Some interesting high level conclusions include:

  • In the 2026 proxy season, shareholders filed approximately 20% fewer proposals than in 2025, while companies filed over 100 fewer exclusion notices with the SEC.  However, proposals were excluded by companies at a similar rate to 2025, in proportion to the number of proposals filed; however, “the data suggests companies exercised more caution in omitting proposals” than in 2025.
  • One of the biggest hurdles seemingly faced by shareholder proposal proponents in 2026 was the use of the Rule 14a-8 process to exclude proposals on novel or emerging issues, such as immigration policy, or proposals that were substantially revised in response to SEC Staff comments in the previous proxy season.  In these situations, companies relied on Rule 14a-8 (and, notably, the ordinary business exemption thereunder) to exclude proposals for which there was no clear precedent, and thus questions exist as to whether the Staff would have reached a different conclusion were it to have conducted a substantive analysis. 
  • Another hurdle faced by proposal proponents was the expansion of previous Staff determinations to proposals on similar, but not identical, topics.  For example, the report noted that some companies relied on the Staff’s prior decisions with respect to lobbying disclosure proposals to justify excluding proposals addressing corporate political contributions, which, in the opinion of the report’s authors, “represents an aggressive extension of the [prior] decision contrary to decades of staff determinations.”

Despite these challenges, the report noted that several companies continued to engage with shareholders in a proactive manner, while others included proposals in their proxy statements for which there might have been a basis to exclude, or withdrew requests to exclude and subsequently included the proposal in question in their proxy statement.  In other words, despite the SEC’s lack of guidance, companies generally do not appear to have viewed this proxy season as a time to unilaterally override their shareholders and continued to engage proactively, keeping an open dialogue for the benefit of all parties.

On the opposite end of the spectrum, the report notes that some proponents turned to litigation following the exclusion of their proposals.  To date, six lawsuits have been filed by shareholder proposal proponents; three of which have settled with the proposal being included in the proxy statement.  As the report noted, “litigation is slower, more expensive, and far less accessible than the SEC’s longstanding administrative process.”  Only proponents with deep “war chests” have the ability to pursue litigation, limiting the ability of small shareholders to respond with their proposals are excluded.  While some shareholders have found alternate ways of protesting exclusions—for example, by organizing “vote no” campaigns for director elections, these options are also likely of limited use to many smaller investors.

The report closes with five recommendations for shareholder proposals and the Rule 14a-8 process going forward, including (i) preserving Rule 14a-8 as a communication mechanism between shareholders and management, (ii) restoring the substantive review of Rule 14a-8 requests to exclude shareholder proposals, (iii) eliminating “no-objection” letters based solely on the company’s opinion that a proposal can be excluded, (iv) providing more clear, objective SEC Staff guidance addressing reasons a proposals may be excluded under Rule 14a-8, and (v) protecting smaller shareholders’ ability to submit material proposals and make their views heard by management.  Finally, the authors shared a word of caution, “if Rule 14a-8 is allowed to function only at the discretion of issuers, or only when proponents can afford to litigate, the result will be a system that no longer serves its essential purpose. A functioning shareholder proposal process is not a peripheral feature of U.S. corporate governance. Preserving it is essential to safeguarding accountability, transparency, and responsible governance in U.S. public markets.”

Read the report here.