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
Carlos E. Juarez
Carlos Juarez is an Associate in Mayer Brown's New York office and a member of the Capital Markets practice.
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 Moves to Rescind Climate Disclosure Rules
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…
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…
National Defense Spending Bill Expands Section 16(a) Disclosure Requirements to Foreign Private Issuers
Update: The National Defense Authorization Act for Fiscal Year 2026 was signed into law on December 18, 2025. As a result, the new Section 16(a) reporting requirement for directors and officers of foreign private issuers will take effect on March 18, 2026. The SEC is still required to enact final rules implementing the amendments. Issuers
…Executive Order Targets Proxy Advisors and Related DEI & ESG Policies
On December 11, 2025, the President signed an Executive Order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors” (the “EO”). The EO focuses on the influence of proxy advisory firms, specifically Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”). According to the EO, ISS and Glass Lewis control over 90%…
Open Now: Survey on Shareholder Proposals
The John L. Weinberg Center for Corporate Governance, in coalition with several major industry organizations, seeks to gather practical insights from companies, investors, and related professionals about the scope and effectiveness of the current federal shareholder proposal rule (Rule 14a-8) through a new survey.
Recent remarks from the Chairman of the U.S. Securities and Exchange Commission…
2026 U.S. Annual Report and Proxy Season: It’s Go Time!
Although it may seem early, it is already time to start preparing for the 2026 annual report and proxy season. While many disclosure requirements remain consistent from prior years, there has been a significant shift in the focus of, and discourse relating to, the priorities of the Securities and Exchange Commission. Practitioners started to see…
SEC Staff Reviews of Requests to Exclude Shareholder Proposals during 2026 Proxy Season
On November 17, 2025, the Staff of the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance published a new statement (the “Statement”) regarding the review of requests to exclude shareholder proposals by both the Division of Corporation Finance and the Division of Investment Management (together, the “Divisions”) during the 2026 proxy season (including…
