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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…

On August 21, 2026, the Securities and Exchange Commission (“SEC”) announced that the filing fee rate for securities registration will be decreasing from $138.10 per million dollars to $87.00 per million dollars, effective October 1, 2026.  This is the second consecutive year that the filing fee has decreased in recent years.

The SEC filing fee…

Recently, Rep. Sean Casten (D-Ill.) introduced the Multi-Class Stock Company Voting Transparency Act, which directs the Securities and Exchange Commission (“SEC”) to improve the transparency of voting results at companies with multi-share classes and strengthen the quality of information available to investors.  Specifically, the bill would require companies with two or more classes of stock…

As a result of recent Securities and Exchange Commission staff relief, companies, their management teams and boards now have enhanced flexibility in connection with a range of liability management transactions, from equity repurchases, refinancing outstanding debt securities through exchange or tender offers, or considering concurrent consent solicitations.

A company that wants to acquire a block…