In February 2025, the Securities and Exchange Commission’s Division of Corporation Finance published two new Corporation Finance Interpretations (“CFIs,” or CDIs, as they were known at the time) relating to when beneficial ownership of a reporting company’s securities must be reported on a Schedule 13D, as opposed to a Schedule 13G (read about it here).  As a reminder, to report on Schedule 13G, a beneficial owner must certify that the subject securities were not acquired and are not held “for the purpose of or with the effect of changing or influencing the control of the issuer.”  Unfortunately, the new guidance introduced an element of confusion, causing investors to, at least temporarily, pull back on their engagement with issuers as they evaluated its impact.  Since, investors and issuers have adjusted their engagement to take the February 2025 CFIs into account; for example, by providing agendas in advance of meetings and giving disclaimers about the purpose of conversations.  On September 2, 2026, the SEC Staff published three new CFIs aimed at providing clarification to issuers and investors as they engage in these communications.

CFIGuidance
Question 103.13  An issuer requests a meeting with a shareholder to discuss the shareholder’s views on a topic, or past or upcoming voting decisions.  The shareholder currently reports on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c). Generally, (1) an engagement initiated by the issuer or (2) a response to an issuer’s request to understand the shareholders’ past voting decisions is less likely to be viewed as an attempt by the shareholder to “influence” control of the issuer, so participating in the discussion alone would not disqualify the shareholder from reporting on a Schedule 13G.  However, this is a highly fact-specific determination, and the totality of the circumstances must be considered.
Question 103.14  The fact that a shareholder reporting on Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) participates in discussions (including sharing its views and how those views could inform a voting decision) with a person engaged in a proxy solicitation alone will not cause the shareholder to lose its eligibility to report on a Schedule 13G.
Question 103.15  A shareholder reporting its beneficial ownership on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) seeks clarification about specific facts or statements in an issuer’s filings. The shareholder would not be disqualified from reporting on a Schedule 13G solely because it engages with an issuer to better understand the issuer’s disclosures or other public communications.

Find the new CFIs here.

Many stockholders or classes of stockholders hold rights to appoint individuals to serve as directors on corporate boards. Recent Delaware Chancery Court opinions highlight the risk of liability for designated directors and the stockholders who appoint them. This Legal Update provides guidance on how such directors and stockholders can navigate these risks, particularly in light of recent amendments to the Delaware General Corporation Law.

Continue reading this Legal Update.

On August 31, 2026, the Securities and Exchange Commission announced that it entered into a Memorandum of Understanding (“MOU”) with the Food and Drug Administration (“FDA”) to create a framework to support the exchange of information between the two agencies regarding FDA-regulated products and activities.  The MOU is designed to enhance both agencies’ ability to carry out their respective oversight and enforcement functions.

The SEC’s mission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation, while the FDA is charged with enforcing the Federal Food, Drug and Cosmetic Act, as amended (the “FDCA”), to promote and protect public health by, among other things, ensuring the safety of foods, drugs and cosmetic products, and regulating tobacco.  In the case of a public company engaged in FDA-regulated activities, the SEC is responsible, among other things, for reviewing such company’s disclosures and financial statements for false or misleading statements, including statements about FDA-regulated matters that could affect an investor’s decision to invest in the company’s securities.

Key Terms

Under the MOU, each agency will, where practicable, share information related to FDA-regulated products and activities, and persons who manufacture, distribute, and sell FDA-regulated products, with the other.  In addition, the agencies have agreed to establish a secure mechanism to share non-public information.  The sharing of non-public information under the MOU is predicated under specific provisions of the FDCA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

  • FDA to SEC:  Pursuant to Section 20.85 of the FDCA, the FDA may share information that is exempt from public disclosure with other federal agencies except for trade secrets and confidential commercial or financial information, and the SEC may use any non-public information received from the FDA to inform its review of public company filings to ensure compliance with the federal securities laws and in connection with any enforcement investigation, proceeding, or civil action within the SEC’s jurisdiction. However, the SEC cannot share any such non-public information with any person who is not an officer, employee or contractor of the SEC without the FDA’s prior written consent.
  • SEC to FDA:  Pursuant to Rule 24c-1 under the Exchange Act, the SEC may, at its discretion, share non-public information with the FDA upon a showing that such information is needed, provided that the FDA provides assurances to keep such information confidential.

In furtherance of these statutory provisions, the MOU sets forth guidelines with respect to the sharing of and safeguarding of information exchanged between agencies.  The initial term of the MOU is three years and may be extended by mutual consent of the agencies.

Key Takeaways

The MOU represents a meaningful development for public companies engaged in FDA-regulated activities.  By formalizing an information-sharing framework between the SEC and FDA, the MOU may increase the likelihood that discrepancies between a company’s public disclosures and information known to the FDA will come to the SEC’s attention.  Companies operating in FDA-regulated industries should review their disclosure practices and ensure that public statements regarding FDA-regulated products, clinical trials, regulatory approvals, and related matters are accurate, complete, and consistent with information provided to the FDA. Companies should also be aware that non-public information shared with either agency may now be more readily accessible to the other in connection with filing reviews and enforcement actions.

Last week, the Securities and Exchange Commission (“SEC”) submitted three draft proposed rules to the White House’s Office of Information and Regulatory Affairs (“OIRA”) for review. The rulemaking proposals include:  (1) Executive Compensation Disclosure Reform; (2) Proxy Solicitation Modernization; and (3) Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.

Executive Compensation Disclosure Reform

As disclosed in its Reg Flex Agenda, the SEC is considering proposed rule amendments to Item 402 of Regulation S-K to rationalize executive compensation disclosure requirements.  In June 2025, the SEC hosted its Executive Compensation Roundtable (the “Roundtable”), during which several SEC Commissioners signaled interest in simplifying the existing disclosure framework and refocusing it on information most material to investors.  Commissioners questioned whether aspects of the current regime have become overly complex and burdensome.  Specific areas identified for potential reconsideration included the CEO pay ratio, pay-versus-performance disclosures, clawback requirements, and the treatment of executive perquisites, including personal-security costs.  The discussion also highlighted the broader question of whether some existing requirements provide investors with decision-useful information commensurate with their compliance costs.  See our summary of the Roundtable.  In connection with the Roundtable, the SEC invited public comment on executive compensation disclosure reform–94 comment letters and 1,031 form comment letters were submitted.

Shareholder Proposal Modernization and Amendments to Certain Proxy Rules

The SEC is considering amendments to modernize certain rules regarding the proxy solicitation process, including certain filing and procedural requirements relating to proxy solicitations and shareholder meetings, with the goal of reducing costs and compliance burdens.  The SEC is also considering amendments to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to reduce compliance burdens for registrants and account for developments since the rule was last amended.  The OIRA submission follows other recent developments involving the SEC’s handling of the shareholder proposal process.  On August 14, 2026, the SEC’s Division of Corporation Finance announced that it would no longer respond to requests from companies seeking to exclude shareholder proposals from proxy statements pursuant to Exchange Act Rule 14a-8, including requests under Rule 14a-8(i)(1), until further notice.

OIRA review may take up to 90 days but, although the review period may be extended, for SEC proposals review has generally been shorter. While the proposals are under OIRA review, their contents are not publicly available. We will review each proposal on this blog once it becomes publicly available.

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.