Recently, the Securities and Exchange Commission announced the formation of a new unit within the Division of Enforcement, which will focus on accounting and financial reporting related issues.  This group, the Financial Reporting and Accounting Unit, replaces the SOX Group.  The Unit will be staffed by accountants and attorneys in order to be able to bring to bear specialized expertise to investigations relating to accounting fraud.  The Unit also is expected to consider misconduct by accountants and auditors.  The Unit will coordinate with other offices within the SEC, including, among others, the Office of the Chief Accountant, the Division of Corporation Finance, and the Division of Economic and Risk Analysis.  The creation of this Unit and the focus on financial reporting investigations are consistent with SEC Chair Atkins’ announced priorities of a “back-to-basics” enforcement approach.  This has meant moving away from the prior administration’s focus on recordkeeping cases and on cases that often involved ESG-related disclosure shortcomings to cases that involve microcap fraud, retail investor protection issues, and internal control violations.  See the release.

Taking a step that many in the securities regulatory world predicted, on August 14, 2026, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced it would no longer respond to requests from companies to exclude shareholder proposals from proxy statements pursuant to Exchange Act Rule 14a-8 (including Rule 14a-8(i)(1)), until further notice.  By way of background, in November 2025, the Division announced that it would not respond substantively to such requests during the 2025-2026 proxy season, other than requests to exclude a proposal under Rule 14a-8(i)(1).  Since then, SEC Chairman Paul Atkins has spoken positively about the change; noting in July 2026 that his “greatest takeaway [from the last proxy season] is that the Commission staff’s interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements,” and continuing by remarking on the difficulty of  “order[ing] our talented staff to return to a tedious, and evidently ineffectual, task in future years when so many other vital filings and issues lie unattended awaiting a delayed resolution. That is certainly not good government, nor public service.”

The Division’s statement notes the importance of allocating resources to reviews of Securities Act and Exchange Act filings for the protection of investors and facilitation of capital formation, as well as the “extensive body of guidance” available on Rule 14a-8.  In a step further than in the last proxy season, the Division will also no longer respond to notices filed under Rule 14a-8(j).  However, companies will still be required to submit such notices to the SEC in compliance with Rule 14a-8.  Companies should submit those notices, along with any other related questions or correspondence, via the Division’s online Shareholder Proposal Form; the Division’s shareholder proposal email address no longer functions.

The statement also clarifies that the Division of Investment Management will take a “substantially similar” approach to Rule 14a-8 requests related to investment companies.  Notices submitted pursuant to Rule 14a-8(j) related to investment companies must be submitted by email to IMshareholderproposals@sec.gov; questions or other correspondence concerning investment companies can be directed to the same email address or submitted via phone at 202-551-6921.

Read the statement here.

California’s climate disclosure regime continues to evolve rapidly, with significant regulatory developments, implementation guidance, and litigation affecting the compliance landscape for companies doing business in California. There have been several important developments regarding implementation of California’s landmark climate-disclosure statutes—SB 253 (the “Climate Corporate Data Accountability Act”) and SB 261 (the “Climate-Related Financial Risk Act”), together the “Climate Accountability Package.”

Mayer Brown has been closely following these developments through a series of Legal Updates. This Legal Update summarizes the latest developments, including the California Air Resources Board’s revised rulemaking, the extended 2026 reporting timeline, the evolving framework for 2027 and beyond, and recent litigation and enforcement developments.

Continue reading this Legal Update.

On July 29, 2026, the Securities and Exchange Commission (“SEC”) announced that it stayed its July 22, 2026 order (Release No. 34-105971) approving The Nasdaq Stock Market LLC’s (“Nasdaq’s”) rule proposal to adopt a new continued listing standard requiring listed companies to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5 million.  This new MVLS standard represents a significant change from Nasdaq’s other continued listing standards because it does not provide a customary cure or compliance period.  For now, that standard is on hold, but boards of small-cap and micro-cap Nasdaq companies should understand why the stay happened, what could come next, and how to prepare.

How the stay came about:  The stay is procedural and temporary, not a substantive ruling against the rule.  It was automatically triggered after the Small Public Company Coalition (“SPCC”) and Cemtrex each filed notices of their intent to ask the SEC to review the Division of Trading and Markets’ approval of the rule:  the SPCC on the basis that it represents small public companies affected by the rule and participated extensively in the rulemaking process, and Cemtrex on the basis that its MVLS is already below the proposed $5 million threshold and the rule could subject it to suspension and delisting.  Pursuant to Rule 431(e) of the SEC’s Rules of Practice, these filings automatically stayed the rule approval pending further SEC action.  The petitioners now have five days to file their formal petitions for review setting forth the basis for challenging the approval.  The rule could still be revived and take effect if the SEC ultimately denies those petitions or otherwise reinstates the approval. 

Why small-cap issuers on Nasdaq should pay attention:  If the new MVLS requirement takes effect, small and micro-cap or financially distressed issuers on Nasdaq will face a heightened risk of delisting, and the absence of a cure period means that a company that receives a delisting notice from Nasdaq for failing to maintain a $5 million MVLS for 30 consecutive business days must meet the Nasdaq’s more stringent initial listing requirements to regain listing compliance.  A company can appeal a delisting determination to a Nasdaq hearing panel, but the appeal will not stay the suspension of trading on Nasdaq.  Instead, the company’s securities will trade over-the-counter (OTC) pending the hearing panel’s decision.  The hearing panel may reverse a delisting determination, in its sole determination, if it finds that Nasdaq staff made an error, or grant an exception of up to 180 days for the company to demonstrate that it meets all applicable initial listing requirements.

What Boards should do now:  Boards should consider developing contingency plans now in case the rule ultimately goes into effect. Examples include:

  • Monitoring the company’s MVLS and modeling how close it sits to the $5 million threshold under various market scenarios.
  • Understanding the mechanics and timeline of a potential delisting notice, the hearing panel appeal process, and the consequences of a move to OTC trading.
  • Evaluating in advance what it would take to satisfy Nasdaq’s initial listing requirements, since that is the standard the company would need to meet to regain listing compliance.
  • Tracking the SEC review process, including the petitions for review and any subsequent SEC action, to anticipate when and whether the rule may take effect.

Boards that engage with these questions now will be better positioned to respond quickly if the SEC ultimately allows the $5 million MVLS standard to move forward.

Speaking at the Society for Corporate Governance Conference in Nashville earlier this month, Securities and Exchange Commission (“SEC”) Chair Paul Atkins addressed two major themes for public companies:  restoring materiality as the foundation of public company disclosure and reconsidering the shareholder proposal process under Rule 14a-8.  Chair Atkins connected those themes to the SEC’s broader focus on making it more attractive for companies to go public and remain public.

Chair Atkins expressed concern about the amount of immaterial information currently included in the lengthy public filings that companies prepare, at substantial cost, and that investors struggle to understand or just ignore entirely.  Chair Atkins noted that in January 2026, the SEC began soliciting public feedback on Regulation S-K and has received more than 100 comment letters.  He highlighted comments recommending an overarching “materiality overlay” qualifier for Regulation S-K, which would permit companies to omit information otherwise called for by a line item of Regulation S-K if the information is not material, with some also recommending potential exceptions in which the qualifier would not apply, such as executive compensation disclosure.  In Chair Atkins’ view, this approach may help create a principles-based disclosure regime that represents the “minimum effective dose of regulation” and elicits material information based on the facts and circumstances of each company, while market forces could drive disclosure of other information that a company’s investors want.

Chair Atkins also emphasized that any move toward a more principles-based disclosure framework will require companies to exercise judgment. He cautioned that a materiality overlay will reduce immaterial disclosure only if companies use the discretion afforded to them and omit information that is not material; the SEC cannot force companies to take advantage of new conditions. He also stated that companies must “own responsibility for the volume, clarity, and substance” of their filings, and that, rather than including disclosures just because peers have them or because they have included them in the past, they should carefully consider whether the information is required or material to avoid filings filled with trivial information that does not help companies or shareholders.

Continue reading this blog post.

On 3 July 2026, the European Commission (“EC”) adopted revised European Sustainability Reporting Standards (“ESRS”) and, for smaller companies, a voluntary reporting standard.

The revised ESRS are intended to simplify sustainability reporting under the EU Corporate Sustainability Reporting Directive. The target of the EC is to reduce the administrative burden on EU businesses whilst maintaining high-quality disclosures. The revised ESRS are clearer and more succinct – the ESRS streamline processes by reducing the number of mandatory datapoints by more than 60% and the total number of datapoints by more than 70%. These changes are expected to reduce reporting costs by more than 30% per company.

Continue reading this Legal Update.

For decades, U.S. securities regulation treated foreign private issuers (“FPIs”) with ‘home country deference,’ offering accommodations based on the premise that robust local oversight rendered many U.S. requirements duplicative. Over time, however, that premise has begun giving way to ‘domestication’: a move to align FPIs with U.S. reporting norms, at least in part based on the idea that these issuers primarily access capital in the U.S. markets.

Stretching as far back as 1935, when the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) stated that “an endeavor has been made to adapt the requirements for domestic issuers to the peculiar circumstances of foreign issuers. In view of the disparity between the laws and practices existing in the several countries, it was necessary to introduce great flexibility in the requirements;” the federal securities laws have considered that the different characteristics of domestic and foreign issuers requires a different regulatory approach. This difference in approach is evident in our current regulatory scheme, which provides a number of corporate governance, disclosure-related, and procedural accommodations to foreign private issuers. However, in recent years, the question as to whether these accommodations remain appropriate for all foreign issuers has been the subject of debate, and the current framework seems poised for change.

For example, in June 2024, Commissioner Mark Uyeda shared his views on the accommodations provided to FPIs, requesting that “to provide greater certainty to [foreign] companies and ultimately to protect U.S. investors, the agency should articulate a philosophy for when disclosure by foreign companies should be equivalent to disclosure by U.S. companies.” Commissioner Uyeda continued, “As part of this process, the SEC should ensure that its ‘foreign private issuer’ definition reflects today’s capital markets and corporate structures, and captures the appropriate foreign companies,” an idea that may be on its way to fruition with the Commission’s June 2025 Concept Release on Foreign Private Issuer Eligibility, which proposed potential changes to the FPI definition.

This paper examines whether remarks and actions like the above mark a fundamental shift in the Commission’s stated priorities and positions, leading to a permanent shift in the SEC’s approach to the regulation of foreign issuers. We believe that the recent trend will continue and that more change is forthcoming for all FPIs, with the potential for additional focus on issuers based in the People’s Republic of China. We explore the rationale behind this hypothesis, and what it might mean for foreign issuers.

Continue reading this paper on The Review of Securities & Commodities Regulation.

In many ways, the 2026 proxy season has been markedly different than prior seasons, due, in no small part, to the November 2025 decision by the U.S. Securities and Exchange Commission (“SEC”) Staff not to provide substantive guidance on the grounds on which a company could omit a shareholder proposal under most prongs of Rule 14a-8 under the Securities Exchange Act of 1934, as amended.  This change in the SEC’s approach created a new dynamic between companies and proponents, including with respect to the level of engagement between the parties and the factors a company must consider in determining whether to include a proposal in its proxy statement.  What is not different from the 2025 proxy season, though, is the prevalence of “anti-ESG” shareholder proposals submitted to public companies.  These proposals are generally critical of, or question the value of, company policies or initiatives related to environmental, social or governance (“ESG”) factors, including how the company discloses, reacts to and manages ESG-related risks and policies, such as, for example, risks related to carbon emissions, as well as policies addressing diversity, shareholder rights and corporate social responsibility.  As of the midpoint of the 2026 proxy season, “anti-ESG” proposals are very common, just as they have been in recent years.

As of May 31, 2026, approximately 135 ESG-related proposals have been voted on by public company shareholders, constituting almost 35% of the total shareholder proposals voted on to date this proxy season.  Almost 38% of these, or around 50 proposals, are “anti-ESG” proposals, while the remaining around 80 proposals, or about 62% of the ESG-related proposals, support ESG-related actions or disclosure.  Approximately 28 additional anti-ESG proposals were excluded through the Rule 14a-8 no action process.  Just as in both 2024 and 2025, none of the ESG-related proposals has received a passing shareholder vote.  In 2026, the average vote in favor of anti-ESG proposals was about 1.7%; such proposals received a median support level of 1.07%.  The average vote in favor of proposals supporting ESG is higher, at almost 13.3%, with a median support level of about 11.2%; one pro-ESG climate-related proposal received 47% support.

Continue reading on Harvard Law School Forum on Corporate Governance.

The 2026 proxy season thus far has been out-of-the-ordinary, impacted by regulatory and policy developments that required companies and shareholders to adapt their shareholder proposal and engagement strategies. As a result of these unusual circumstances, particularly when coupled with uncertainty about the evolving role of the Securities and Exchange Commission (“SEC”) and potential rule changes on the horizon, it is somewhat difficult to rely on this year’s shareholder proposal experience as a reliable indicator of future trends. Nevertheless, examination of the proposals submitted and voted upon this season can still provide useful insights into the topics of greatest interest to shareholders and can help guide public companies’ engagement efforts and priorities.

Setting the stage for much of the uncertainty this proxy season, the SEC Staff effectively withdrew from the no-action process for the 2026 proxy season, fundamentally altering the dynamics between companies and shareholder proponents. Shareholder proposal submissions declined from 951 in 2025 to approximately 789 in 2026. Corporate governance proposals comprised the largest share of proposals at 49%. Environmental and social proposals continued to decline; no environmental proposal received majority shareholder support in either 2025 or 2026. Anti-ESG proposals constituted approximately 20% of all proposals voted on, yet none received a passing vote. Only approximately 7% of proposals voted on received majority shareholder support, a significant decline from 14% in 2025, with governance proposals representing the overwhelming majority of those that passed. Regulatory developments, including executive orders targeting proxy advisory firms, revised SEC guidance on beneficial ownership, and potential Rule 14a-8 rulemaking, may continue to transform the shareholder proposal landscape.

Continue reading on Harvard Law School Forum on Corporate Governance.

Webinar: June 23, 2026 | 8:30 a.m. – 9:30 a.m. ET
Register here.

Corporate boards today face expanding expectations and intensifying scrutiny. Directors are expected to oversee not only traditional financial and operational risks, but also cybersecurity, AI, geopolitics, regulatory complexity, reputational exposure, workforce issues, activist pressures, and rapidly changing disclosure requirements.  

Lawrence Cunningham (Presiding Director, Weinberg Center for Corporate Governance) will offer a practical discussion of risk oversight from the perspective of an experienced public company director and governance professional. Using a leading institutional framework as a foundation, the presentation will explore how boards actually approach risk oversight in practice—including the distinction between oversight and management, the role of board committees, the importance of incentives and culture, and the growing challenge of information overload. The session is designed to provide directors, executives, and governance professionals with practical insights into how effective boards oversee risk while continuing to support strategy, innovation, and long-term value creation.