Considerations for Management

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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…

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…

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…

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…

Previously, the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) stated in a no-action letter to an Israeli foreign private issuer (a “FPI”)that, in light of the ongoing conflict in the Middle East, it would not recommend enforcement action to the SEC if the directors and officers of such FPI do…

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…

In a decision with significant implications for transactions involving controlling stockholders and other conflicted fiduciaries, the Delaware Supreme Court has upheld the constitutionality of a series of amendments to Delaware General Corporation Law (DGCL) §144, enacted in 2025. See Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. February 27, 2026). 

The holding…

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…

On January 27, 2026, the New York Stock Exchange (“NYSE”) issued its annual listed company guidance, highlighting an important but often overlooked consequence of the Securities and Exchange Commission’s (“SEC”) transition to EDGAR Next: the need for listed companies to add their exchange as a “delegated entity” on the EDGAR Next platform.

Background on…

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%…