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
SEC Staff Extends Existing Section 16(a) Reporting Relief to Companies Impacted by Conflict in the Middle East
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
SEC Adopts Final Rule Amendments Requiring Section 16(a) Reporting for Officers and Directors of Foreign Private Issuers
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
Delaware Supreme Court Upholds Safe Harbor Procedures for Conflicted Transactions
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
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
EDGAR Next and Exchange Delegation: A New Compliance Consideration for Listed Companies
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
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%
The Character of the Corporation 2025
Conference | November 18, 2025
Learn more here
Mayer Brown is pleased to sponsor The Character of the Corporation 2025. This forum brings together public company board members, institutional shareholders, proxy advisors, judicial and governmental representatives and corporate governance thought leaders to discuss effective governance, geopolitical conflict and crisis management.
If you are interested in
MB Sounding Board: 2025 Outlook for Boards
In this episode, Robyn Bew, EY Americas Center for Board Matters Director, shares insights from the EY Americas Board Priorities 2025 report. Robyn discusses how corporate boards’ priorities have evolved year-over-year, including oversight of management’s response to volatile economic conditions and capital allocation strategies. Our guest also talks about directors’ increased focus on innovation
MB Sounding Board: Franchise Leader, Delaware
In this episode (approx. 10 minutes), Professor Anat Alon-Beck of Case-Western Reserve University School of Law (follow her work on SSRN) talks to us about her scholarship. In particular, Prof. Alon-Beck discusses some of the findings regarding competition among states to attract businesses—including Texas and Nevada. Prof. Alon-Beck also discusses incorporation trends for growth