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On April 8, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) agreed that it would not object to a foreign issuer’s use of “notice and access” pursuant to Rule 14a-16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to furnish proxy materials…

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…

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…

Earlier this month, Senator Elizabeth Warren, in her capacity as Ranking Member of the Senate Banking, Housing, and Urban Affairs Committee, sent a letter to Securities and Exchange Commission (“SEC”) Chairman Atkins, in response to an executive order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors” (the “Executive Order”).  The Executive Order’s stated…

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 November 17, 2025, the Divisions of Corporation Finance and Investment Management (together, the “Divisions”) of the U.S. Securities and Exchange Commission (the “SEC”) published a statement (the “Statement”) regarding their respective reviews of requests to exclude shareholder proposals from annual proxy statements under Rule 14a-8 of the Securities Exchange Act of 1934, as amended…

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…

Calls to consider the frequency of corporate reporting have resurfaced, driven by a rulemaking petition from the Long-Term Stock Exchange, the President’s social media posts, and remarks by SEC Chair Atkins.

On September 30, 2025, the Long-Term Stock Exchange (the “LTSE”) filed a rulemaking petition with the Securities and Exchange Commission (the “SEC” or the…

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…