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On October 8, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) published two new Corporation Finance Interpretations, or CFIs, addressing retail voting programs.  Retail voting has been a popular topic for the Division lately, including two recent no-action letters pursuant to which the Division agreed not to recommend enforcement action related…

Conference | October 12-13, 2026
Register and learn more here.

We are pleased to participate in The Corporate Counsel’s 2026 Proxy Disclosure and 23rd Annual Executive Compensation Conferences.

With the ambitious rulemaking agenda the SEC has outlined and fundamental changes to proxy season dynamics already underway, what happens this year could impact the…

The Office of Mergers and Acquisitions in Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance recently published two no-action letters agreeing not to recommend enforcement action related to certain Exchange Act rules as applied to retail investor voting programs.  These letters build on a no-action letter issued in fall 2025 to The Exxon…

On September 16, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments to modernize the proxy solicitation rules (Release Nos. 33-11439; 34-106385; File No. S7-2026-33) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which govern how companies and others solicit proxies to vote at shareholder meetings. Many…

In an awaited but not surprising proposing release, on September 16, 2026, the Securities and Exchange Commission (the “SEC” or the “Commission”) proposed rescinding Rule 14a-8 under the Securities Exchange Act of 1934, as amended, which governs the processes under which a shareholder may include a proposal in a public company’s proxy materials. The SEC…

On September 16, 2026, the Securities and Exchange Commission (the “Commission”) proposed two sets of amendments to the federal proxy rules under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The first proposal would rescind Exchange Act Rule 14a-8, the shareholder proposal rule, and amend Exchange Act Rule 14a-4(c)…

In February 2025, the Securities and Exchange Commission’s Division of Corporation Finance published two new Corporation Finance Interpretations (“CFIs,” or CDIs, as they were known at the time) relating to when beneficial ownership of a reporting company’s securities must be reported on a Schedule 13D, as opposed to a Schedule 13G (read about it here…

On August 31, 2026, the Securities and Exchange Commission announced that it entered into a Memorandum of Understanding (“MOU”) with the Food and Drug Administration (“FDA”) to create a framework to support the exchange of information between the two agencies regarding FDA-regulated products and activities.  The MOU is designed to enhance both agencies’ ability to…

Last week, the Securities and Exchange Commission (“SEC”) submitted three draft proposed rules to the White House’s Office of Information and Regulatory Affairs (“OIRA”) for review. The rulemaking proposals include:  (1) Executive Compensation Disclosure Reform; (2) Proxy Solicitation Modernization; and (3) Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to…

Every entity and individual that maintains an EDGAR filer account, including public companies and Section 16 reporting persons (officers, directors, and 10%+ beneficial owners), is subject to the Annual EDGAR Confirmation requirement.  The process is straightforward, but failing to complete it can cause headaches.  Once a year, each filer must log into its Filer Management dashboard…