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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
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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…

10-K and Disclosure TrendsProxy Statement and Annual Meeting Preparation
Webinar | November 10, 2025
12:00 p.m. – 1:00 p.m. EDT
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
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In the keynote address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, Securities and Exchange Commission (“SEC”) Chair Paul Atkins noted that the number of exchange-listed companies has declined in recent years and outlined a three-part agenda aimed at making the US public markets more attractive to companies, including (1) simplifying…

In late 2023, California enacted a landmark set of climate-related disclosure laws—collectively referred to as the “California Climate Accountability Package”—which require disclosures of greenhouse gas emissions (SB 253) and climate-related financial risks (SB 261). As the first reporting deadlines approach in 2026, many businesses continue to face uncertainty regarding critical aspects of these laws. In…

EY’s recent SEC Reporting Update highlights 2025 trends in comment letters issued by the staff of the Securities and Exchange Commission (the “Staff”) to registrants about disclosures in their periodic filings.  The survey found that the volume of comment letters issued in the past year (ended June 30, 2025) declined, reversing the elevated volumes of…

The California Air Resources Board (CARB) released a preliminary list of over 4,000 companies required to begin reporting under California’s new climate disclosure laws, Senate Bill (SB) 253 and SB 261. Signed into law just over a year ago, the laws apply broadly to large companies doing business in California, regardless of where they…

In March 2024, the Securities and Exchange Commission (the “SEC” or the “Commission”) adopted rules entitled The Enhancement and Standardization of Climate-Related Disclosures for Investors (the “Rules”), intended to standardize how public companies report material climate-related risks and greenhouse gas emissions. However, the Rules were almost immediately the subject of litigation, which was subsequently consolidated in…

On July 11, 2025, the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) published non-substantive updates to various Compliance and Disclosure Interpretations (“CDIs”) relating to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting. 

The updates bring the CDIs into alignment with…