Tomorrow’s Webcast: “The SEC’s Semiannual Reporting Proposal: Considering the Alternatives”
The SEC has issued a proposal allowing public companies to file a new Form 10‑S on a semiannual basis instead of the traditional quarterly Form 10‑Q. A webcast hosted by Corporate Counsel on June 4 at 2 p.m. ET will feature Dave Lynn alongside Brian Breheny, Meredith Cross and Tom Kim to dissect the rule changes, financial statement impacts, and practical considerations for issuers, auditors, underwriters and investors. Attendees can earn CLE credit, with both live and on‑demand options available. The session will also compare U.S. options to semiannual reporting practices abroad.
Timely Takes Podcast: Voice Analysis Technology & Earnings Calls
The Timely Takes podcast features James Palczynski, CEO of DeCue Technologies, discussing AI‑driven voice analysis that reads paralinguistic cues below human perception. The technology can infer stress, emotional state, and even health indicators from earnings‑call audio, a concept first detailed...
Commissioner Peirce to Depart SEC in November
Commissioner Hester Peirce announced she will leave the U.S. Securities and Exchange Commission in November to become an associate professor at Regent University School of Law. Her current term, which began in 2020, expired in June 2025, and she has...
The SEC Might Be Down to Two Commissioners in November? ‘No Worries’
The U.S. Securities and Exchange Commission may be reduced to two commissioners in November after Commissioner Peirce departs. The agency’s longstanding “Rule of 2” quorum provision allows two members to conduct business, a rule unchanged since 1995. The Crypto Task...
SEC Exempts Insiders of Foreign Private Issuers in Three More Jurisdictions
On May 26, 2026, the U.S. Securities and Exchange Commission issued an exemptive order expanding its Section 16(a) insider‑reporting carve‑out to three additional jurisdictions—Australia, India and Singapore. The order brings the total number of qualifying jurisdictions to nine, allowing insiders of...
Nevada: New Business Portal (and Forms) Coming Soon
The Nevada Secretary of State will roll out Phase 2 of its Orion business portal this summer, expanding the system beyond its initial UCC‑form rollout. Orion replaces the legacy SilverFlume platform, requiring filers to use newly designed, easier‑to‑understand forms for licenses,...
D&O Insurance: Delaware Court Says Disgorgement Isn’t “Penalty” That Bars Coverage
The Delaware Superior Court held that disgorgement awards in an SEC case are not “penalties” that trigger the exclusion clause in directors‑and‑officers (D&O) policies. The ruling, involving a large media company, relied on the precise language of the SEC’s statutory...
Delaware Law: General Assembly Passes 2026 DGCL Amendments
The Delaware General Assembly approved the 2026 amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2026. Section 1 clarifies that an “opt‑out” provision for class‑vote share authorizations does not automatically override the default §242(d)...
Securities Act: 2nd Cir. Dismisses Over-Issue Related Claims
The U.S. Court of Appeals for the Second Circuit affirmed a district court’s dismissal of securities‑law claims tied to Barclays’ 4‑for‑1 reverse split of exchange‑traded notes. The court held that the reverse split did not constitute a “sale” under Section 12(a)(1),...
Semiannual Reporting: Insights for Companies Considering the Move
The SEC is proposing a shift from quarterly to semiannual reporting, prompting companies to evaluate the change through a growing body of law‑firm memos. The memos dissect how debt‑covenant language can either permit or restrict opting into a six‑month reporting...
Study: Enhancing the Working Relationship Between Boards & GCs
A recent Barker‑Gilmore study finds that while boards and general counsel agree on desired outcomes, current governance structures have not kept pace with the GC’s broadened responsibilities. The report recommends modernizing interaction norms, including early GC input on strategy, regular...
Cybersecurity: Briefing Your Board
The BCLP blog outlines a structured agenda for cybersecurity briefings to corporate boards, emphasizing the threat landscape, risk profile, AI implications, regulatory updates, and program status. It recommends private sessions between the board and the CISO to foster trust and...
SEC Staff Addresses PROPPs: Bank of England No-Action Letter
The SEC’s Corporation Finance Division issued a no‑action letter to the Bank of England, confirming that a firm can exchange bail‑in securities for non‑transferable PROPPs and later for ordinary shares without registering the transaction under Section 3(a)(9) of the Securities Act....
State Action: AGs Warn Credit Rating Agencies on ESG-Related Fossil Fuel Company Downgrades
Twenty-three state attorneys general have sent a joint letter to Fitch, Moody’s and S&P Global demanding that the agencies stop using ESG criteria to downgrade fossil‑fuel companies and related state economies. The AGs allege the rating firms rely on undisclosed...
More State Action: State Proxy Advisory Firm Laws Spawn More Litigation
State lawmakers are following Texas's 2025 proxy‑advisor regulation by enacting similar statutes in Indiana and Kansas, set to take effect on July 1 2026. Glass Lewis has filed a lawsuit against Indiana, while Institutional Shareholder Services (ISS) sued Kansas, challenging the vagueness...