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
The 2026 Proxy Season: Shareholder Proposal Trends
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
SEC Proposes Rules Simplifying Filer Status Determinations and Increasing Disclosure Accommodations
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
Leveling the Shelf: The SEC’s Proposal on Registered Offering Reform
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
SEC Publishes Proposing Release on Semiannual Reporting: Proposal Specifics and Practical Implications
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
SEC Proposes Optional Semiannual Reporting Framework for Public Companies
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
Foreign Issuers and Section 16 Reporting: SEC Adopts Final Rules for the Holding Foreign Insiders Accountable Act
The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable (“HFIA”) Act.
Directors and officers of foreign private issuers, or FPIs, with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the
Letter to SEC Chair Atkins on Proxy Advisor Executive Order
Earlier this month, Senator Elizabeth Warren, in her capacity as Ranking Member of the Senate Banking, Housing, and Urban Affairs Committee, sent a letter to Securities and Exchange Commission (“SEC”) Chairman Atkins, in response to an executive order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors” (the “Executive Order”). The Executive Order’s stated
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The Shareholder Proposal Process: A New Survey Provides Insights
A new large-scale survey released just last week by the John L. Weinberg Center for Corporate Governance at the University of Delaware offers important insights into the shareholder proposal process under SEC Rule 14a-8 from various different perspectives. The survey comes at an important time, when shareholder rights and the proxy proposal process are being