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.

On May 5, 2026, the U.S Securities and Exchange Commission (the “SEC”) published a long-awaited release (the “Proposing Release”) proposing changes to certain rules which, if adopted, will allow (but not require) registrants to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Proposing Release also includes proposed amendments to the Regulation S-X financial statement requirements to simplify and synchronize the age of financial statement requirements.  In the Proposing Release, which contains almost sixty comment requests, the SEC stressed the importance of regulatory flexibility, and of allowing registrants to determine the Exchange Act reporting frequency that works best for their own circumstances, taking into account the costs of quarterly reporting, stage of business development, industry practice, and investor expectations, among other factors.  It seems clear that the SEC hopes this approach will balance its investor protection responsibilities with its goal of encouraging more registrants to become, and remain, public companies.

Continue reading our Legal Update.

Today, the Securities and Exchange Commission (the “SEC”) proposed a rule and form amendments that would allow public companies to file semiannual reports to meet their interim reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , as well as related amendments to certain financial statement requirements.

Generally, U.S. public companies are required to file quarterly reports on Form 10-Q, with certain exceptions for foreign private issuers and investment companies.  If adopted, the amendments would allow public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q.  Companies that elect semiannual reporting would file one semiannual report and one annual report for each fiscal year in lieu of three quarterly reports and one annual report.  Companies that do not choose to become semiannual filers would continue to file quarterly reports on Form 10-Q.  In his statement, Chair Atkins noted that, “[i]n determining a company’s reporting cadence, a company might consider factors such as the costs and management time of preparing quarterly reports versus semiannual reports, expectations of its investors, potential effects on its cost of capital, the stage of its business development, the nature of its business model, other avenues of disclosure including earnings calls and current reports on Form 8-K, and prospects of increased research coverage, all without undermining fundamental investor protections.”

New Form 10-S, as proposed, would require the same narrative disclosures and financial information as Form 10-Q but would cover a six-month period instead of a fiscal quarter.  The financial statements for a semiannual period would be required to be prepared in accordance with United States generally accepted accounting principles and reviewed by an auditor (but not required to be audited).  For semiannual filers, Form 10-S would be due 40 or 45 days, depending on the company’s filer status, after the end of the first semiannual period of the fiscal year.

Related proposed amendments to Regulation S-X would revise the rules governing financial statement requirements in periodic reports, registration statements, and proxy statements to accommodate the new framework.  Among other things, the amendments would update the requirements governing the age of financial statements so that registration statements filed by semiannual filers would not be deemed to contain “stale” financials.  The amendments would also consolidate and simplify the rules governing the age of financial statements into a single rule.  The proposal would also amend Exchange Act Rules 13a-10 and 15d-10, which govern the requirements for transition reports when a company changes its fiscal year, to account for the optional semiannual reporting framework. In addition, the proposal would make conforming technical amendments to various rules and forms that currently reference quarterly reporting.

The public comment period will remain open for 60 days after the date of publication of the proposing release in the Federal Register.  Read the SEC’s press release, fact sheet and proposing release.

Read our Legal Update.

Guest post by The Society for Corporate Governance

Crisis management is a vital organizational function, enabling resilience and mitigation against potential adverse implications associated with disruptive events such as financial instability, cyberthreats, operational breakdowns, and reputational harm— any of which may jeopardize ongoing operations and an organization’s long-term viability. The board of directors plays a crucial role in this area by providing strategic oversight, establishing governance frameworks, and making informed decisions that are important, particularly in today’s increasingly complex risk landscape.

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, fielded in Q4 2025, examined organizational crisis preparedness and governance, including topics such as crisis plan formalization, types of crises addressed in the plan, management functions that participate in crisis teams, and the role of the board of directors.

Read more: Board Practices Quarterly: Crisis management and the board