SEC Proposes Simplified Filer Status Rules and Expanded Disclosure Accommodations
The SEC has issued a proposal to simplify filer status rules and broaden disclosure accommodations. It introduces a $2 billion public float threshold with two‑year and 60‑month eligibility windows, and contemplates an automatic adjustment mechanism for that threshold. The rule also expands scaled disclosures to non‑accelerated filers (NAFs) while eliminating the small‑reporting company (SRC) category, and proposes a transition framework for firms in intermediate categories, including accelerated filers (AFs). Additional considerations include foreign private issuer alignment, a potential SPAC seasoning reset, and new material‑unresolved‑staff‑comment disclosure obligations.
SEC Looking to Rescind Enforcement’s “Gag Rule”: Four Things to Know
The SEC is poised to rescind its 54‑year “gag rule,” which barred parties in enforcement settlements from publicly denying allegations. The final rule would replace the long‑standing “neither admit nor deny” provision with a framework that may let companies openly...
How You Can Use AI to Help Your Proxy Drafting Process: Six Things
The Governance Beat outlines how AI can streamline proxy statement drafting while warning against over‑reliance. It highlights AI’s tendency to produce generic, tone‑deaf language that may miss material facts or invite litigation. The article then lists six practical uses, from...
The SEC Will Likely Rescind Its Climate Disclosure Rules Soon
The U.S. Securities and Exchange Commission is poised to rescind the climate‑related disclosure rules it adopted in March 2024. After withdrawing its legal defense in March 2025, the agency faced a stay from the Eighth Circuit, which refused to lift...
How to Be Quoted by the Media
The article offers a practical guide for professionals seeking media quotes, emphasizing relationship building with journalists and proactive story pitching. It stresses the importance of concise, conversational language that stands out to editors. The author recommends offering written quotes via...
Lots of New Technology Options for Retail Investors
Retail investors are increasingly turning to AI agents to buy and sell stocks, a trend echoed by crypto‑powered exchanges that now offer AI‑driven trading bots. Transfer agents such as Computershare are pioneering tokenized equity issuance, with Broadridge providing on‑chain governance...
Should Companies Be Using AI to Draft Their Proxy? An Example to Scare You
The article warns that relying on large‑language‑model AI to draft proxy statements can produce generic, boilerplate language that lacks company‑specific facts. It contrasts an AI‑generated CD&A paragraph with a human‑crafted version, highlighting differences in specificity, performance linkage, and strategic nuance....
ICCR Fills the EDGAR Gap By Providing a List of Voluntary Exempt Solicitations
The Interfaith Center on Corporate Responsibility (ICCR) has launched a web page cataloguing voluntary exempt solicitations that shareholders file outside of EDGAR. The move follows Corp Fin’s new corporate filing instruction that bars such filings on EDGAR under Rule 14a‑6(g), aiming...
Federal Court Enjoins Company From Excluding Shareholder Proposal
A U.S. District Court in Massachusetts granted an injunction that forces a company to keep a shareholder proposal on deforestation risk in its proxy statement, rejecting the company’s attempt to exclude it under Rule 14a‑8(i)(7). The judge ruled the proposal...
The Coming Reg S-K Overhaul: The Comment Letters
Cooley submitted a 28‑page comment letter to the SEC urging a comprehensive overhaul of Regulation S‑K. The firm’s recommendations focus on resetting materiality thresholds, streamlining capital‑raising disclosures, modernizing registration statements and periodic reports, trimming excess in proxy statements, and allowing...
Pro Tip: An OIRA Review Means That a SEC Rulemaking Is Coming Soon
An OIRA review of the SEC’s semi‑annual reporting proposal indicates a rulemaking is imminent. The SEC submitted the proposal to OIRA on March 27, and the office usually completes its 90‑day review in far less time. Under the 2025 Executive Order,...
Section 16 for FPIs: Temporary No-Action Relief for Insiders in War-Torn Countries Extended
The SEC has extended its temporary no‑action relief for insiders of foreign private issuers (FPIs) operating in war‑torn regions, moving the compliance deadline from April 20 to May 29, 2026. The relief targets companies organized or headquartered in Israel or other jurisdictions directly...
What Foreign Issuers Should Know About SEC Trading Suspensions
The SEC has halted trading for 14 Asia‑based companies, citing possible market manipulation. Cooley partners Will Pao, Tejal Shah, and Bingxin Wu explain the regulator’s rationale and outline the risks of rapid price rallies that attract scrutiny. They urge foreign...
SEC Chairman Atkins (Again) Highlights Initiative to Make IPOs Attractive
SEC Chairman Paul Atkins reiterated his “Make IPOs Great Again” agenda, outlining three pillars aimed at revitalizing public offerings. He called for streamlined, investor‑focused disclosure reports, a return of corporate‑governance authority to state law, and new litigation alternatives that protect...
Seven Ways AI Can Help During Your Annual Shareholders Meeting
The article outlines seven practical ways to deploy sandboxed AI during an annual shareholders meeting, from real‑time question handling to emergency response assistance. It suggests using AI to aggregate duplicate shareholder queries, gauge chat sentiment, and draft minutes with editable...