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
Jennifer Zepralka
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…
Shareholder Proposals and ESG 2026
By Jennifer Zepralka on
Event | April 28, 2026
2:00 p.m. – 5:30 p.m. ET
Register here.
On April 28, Mayer Brown partner Jennifer Zepralka will join the John L. Weinberg Center for Corporate Governance’s program titled “Shareholder Proposals at the Crossroads: Boards, ESG, and the future of SEC Rule 14a-8.”
As the proxy season winds down, this…
SEC Adopts Final Rule Amendments Requiring Section 16(a) Reporting for Officers and Directors of Foreign Private Issuers
By Liz Walsh & Jennifer Zepralka on
On February 27, 2026, more than two weeks in advance of the deadline, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to certain rules and forms under the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”). The HFIAA, and…
Section 16(a) Reporting for Foreign Private Issuers
Effective March 18, 2026, foreign private issuers, or FPIs, will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Below, we outline what this means for FPIs, their officer and directors, and how you can get ready to comply.
What are Foreign Private Issuers?
FPIs are non-U.S. companies…
2026 SEC Filing Deadlines and Financial Statement Staleness Dates
By Jennifer Zepralka, Anna T. Pinedo, Ali Perry & Hema Gharia on
This Legal Update summarizes the US Securities and Exchange Commission’s 2026 calendar year filing deadlines and financial statement staleness dates.
Continue reading this Legal Update.
SEC Disclosure Issues & Developments for FPIs and Preparing Your 20-F Filing
- Financial reporting issues, including non-GAAP/non-IFRS disclosures
- Policy
Preparing for the 2026 US Proxy & Annual Reporting Season
By Jennifer Zepralka, Ryan J. Liebl, Ali Perry & Liz Walsh on
Webinar | December 10, 2025
12:00 p.m. – 1:00 p.m. EST
Register here.
The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to…
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…