But Wait, There’s More! SEC Submits Climate Disclosure Rulemaking to OIRA
The SEC has formally submitted a notice‑and‑comment rulemaking titled “Rescission of Climate‑Related Disclosure Rules,” which OIRA posted to its regulatory dashboard on Monday. The filing follows the agency’s March 2024 adoption of climate‑related disclosure requirements that were placed on stay pending litigation in the Eighth Circuit. After months of indicating it would not defend the rules, the SEC now appears ready to repeal them through formal rulemaking. The move reignites debate over the SEC’s jurisdiction over ESG reporting and sets the stage for a new regulatory review process.
CEO Succession in Action: This Year’s Berkshire Hathaway Annual Meeting
The 2024 Berkshire Hathaway annual meeting marked the first time Greg Abel, Warren Buffett’s designated successor, chaired the event while Buffett remained a board member but stayed out of the spotlight. Abel delivered a longer, detail‑heavy presentation, signaling a shift...
More Tokenization Developments: NYSE Texas Files Rule Changes to Enable Trading of Tokenized Securities
NYSE Texas filed a notice of proposed rule changes with the SEC to permit trading of tokenized securities on its exchange during the DTC pilot program. The amendment would let DTC‑eligible participants designate tokenized settlement at order entry, mirroring a...
PCAOB Shares Audit Committee Chair Perspectives
The Public Company Accounting Oversight Board (PCAOB) released its 2025 Audit Committee Chair Spotlight, summarizing insights from more than 250 U.S. public‑company audit committee chairs. The report highlights best practices for audit committee‑auditor relationships, auditor assessment methods, and the growing focus...
Another Proponent Uses Rule 14a-4 for Multiple Proposals
The Communications Workers of America (CWA) has filed five shareholder proposals at Nexstar Media Group using the SEC’s Rule 14a-4, a tactic that sidesteps the one‑proposal limit of Rule 14a-8. The proposals push for an independent board chair, broader proxy...
Proxy Advisors: ISS STOXX Rebrands & Announces AI‑Enabled Solutions
ISS STOXX unveiled a refreshed brand and a new website under the tagline “Unlock the Power of Data.” The rebrand bundles its five core divisions—Governance, Sustainability, Indices, Market Intelligence, and Corporate—into a more cohesive digital experience. In parallel, the firm...
Make IPOs Great Again: Small Business Capital Formation Advisory Committee Meeting Takeaways
The SEC’s Small Business Capital Formation Advisory Committee met to explore ways to revive IPO activity among smaller‑cap companies. Chair John Atkins and Commissioners Peirce and Uyeda outlined a suite of regulatory tweaks, from an "IPO light" framework to semiannual...
Proxy Voting: Communications in the Age of AI
Kekst CNC’s whitepaper examined how four leading large language models (LLMs) assess proxy‑vote arguments, revealing that AI assigns modest weight to classic pro‑management points such as activist credibility and nominee expertise. Press releases dominate AI sourcing, accounting for roughly one‑third...
Timely Takes Podcast: Garrett Muzikowski & Andrea Hearon on DExit
The Timely Takes podcast hosted FTI Consulting’s Garrett Muzikowski and Andrea Hearon to dissect the growing "DExit" movement—public companies’ push to leave Delaware for alternative incorporation jurisdictions. Over a 25‑minute discussion they outlined the pros and cons of reincorporation, common...
First U.S. Public Company to Bring Proxy Voting On-Chain
Broadridge announced that its ProxyVote platform now supports on‑chain proxy voting for tokenized equities, using an Avalanche‑based layer‑1 to record votes across multiple blockchains. Galaxy Digital, the first U.S. public company to issue native tokenized stock, will use this system...
Proxy Advisors: New DOL Guidance Creates ERISA Fiduciary Risk
The U.S. Department of Labor issued Technical Release 2026-01, extending the White House’s executive order on proxy advisors by treating many of their services as fiduciary duties under ERISA. The guidance says proxy advisory firms that control voting policies or...
Enforcement: SCOTUS Hears Arguments on Limiting SEC’s Disgorgement Powers
The U.S. Supreme Court heard *Sripetch v. SEC*, a case that could resolve a split between the 2nd and 9th Circuits over the SEC’s ability to use disgorgement as an enforcement remedy. The agency relied on disgorgement to collect more than...
Mentorship Matters with Dave & Liz: Cicely LaMothe on Mentorship in Corp Fin
The latest episode of "Mentorship Matters with Dave & Liz" features former SEC deputy director Cicely LaMothe, who retired after 24 years of service. LaMothe discusses her leadership experiences, the pivotal role mentorship played in her career, and how mentorship...
Registered Offerings: What Could a “Rethink” Look Like?
During an ABA Business Law Section dialogue, SEC Corp Fin Director Jim Moloney said staff are "completely rethinking" registered offerings. The comment aligns with SEC Chair Paul Atkins’ directive to explore an IPO “on‑ramp” and broader shelf‑registration access for public...
Audit Committee Guide: Including Model Charters, Policies & Questionnaires
Wachtell Lipton has released the 2026 edition of its Audit Committee Guide, a 203‑page resource that updates long‑standing best‑practice recommendations. The guide cautions firms against simply copying sample charters, policies and procedures, urging a tailored, pragmatic approach that is reviewed annually....
Making IPOs Great Again (and More): Chair Atkins’ “A-C-T” Strategy
SEC Chair Paul Atkins outlined his "A-C-T" strategy—Advance, Clarify, Transform—to modernize securities regulation and revive the U.S. IPO market. He emphasized a materiality‑first approach to disclosure, arguing that fewer public companies limit opportunities for workers and savers. Atkins proposed concrete...
SEC Staff Further Extends 16(a) Reporting Deadline for Foreign Insiders Affected by Conflict in Iran
The SEC’s Division of Corporation Finance issued a second no‑action letter to Tower Semiconductor Ltd., extending the Section 16(a) filing deadline to May 29 for foreign private issuers located in regions affected by the Iran‑related conflict. The extension acknowledges that TSEM’s headquarters,...
Tokenized Securities: SEC Approves NYSE’s Proposal
The U.S. Securities and Exchange Commission formally approved a NYSE rule change allowing tokenized versions of DTC‑eligible securities to be traded on the exchange. The amendment aligns NYSE’s framework with the Nasdaq proposal approved earlier this year and operates under...
SEC Proposal Watch: Semi-Annual Reporting
The SEC is poised to issue a semi‑annual reporting proposal that would allow, but not require, public companies to replace the mandatory Form 10‑Q with twice‑yearly filings. The rule is still subject to notice‑and‑comment, and accounting firms have voiced strong...
SEC Proposal Watch: How’s the White House Pit Stop Working Out?
The SEC’s rulemaking timeline is now subject to White House OIRA review after a February 2025 executive order limited independent agency autonomy. OIRA’s review of independent agency proposals has averaged 17 days, with a maximum of 29 days, well under...
How DERA Helps with Rulemaking (and More)
The SEC’s Division of Economic and Risk Analysis (DERA) is a 170‑person unit of economists, data scientists, statisticians, and lawyers that underpins the Commission’s rulemaking and enforcement agenda. DERA stresses that comment letters backed by clean, structured data carry the...
SEC Exemptive Order Provides Path to 10-Business Day Equity Tender Offers
The SEC’s Office of Mergers and Acquisitions issued an exemptive order that lets qualifying equity tender offers close in ten business days instead of the standard twenty. To use the shortened period, offers must meet strict criteria, including cash‑only consideration...
DEI Programs: What Practices Is the DOJ Targeting?
The Department of Justice is zeroing in on specific DEI program practices that it believes substitute merit with race or sex considerations. DOJ officials highlighted three red‑flag areas: demographic tracking systems for hiring, compensation decisions influenced by DEI metrics, and...
Timely Takes Podcast: J.T. Ho’s Latest “Fast Five”
Cleary Gottlieb’s J.T. Ho hosts the latest Timely Takes podcast, delivering a monthly briefing on securities and governance trends. The episode covers five hot topics: prediction‑market considerations for public companies, board‑level cybersecurity guidance amid cyber‑warfare, the 2026 CISO AI Risk...
Do Delayed Staff Comment Letter Releases Enhance Insider Trading Risks?
The SEC’s corporate finance staff is still clearing a backlog from last year’s government shutdown, leading to longer delays in publishing staff comment letters. Olga Usvyatsky warns that these lagging releases risk turning letters into historical artifacts rather than timely...
Share Counting: RSUs and Form S-8
The SEC’s Office of Chief Counsel clarified that restricted stock units (RSUs) must be counted against a company’s Form S‑8 registered share capacity at the moment of grant, and each subsequent grant triggers a new deduction regardless of prior forfeitures. Companies...
Sanctions Compliance: OFAC Guidance on Sham Transactions
The U.S. Treasury’s Office of Foreign Assets Control (OFAC) issued new guidance identifying red flags for sham transactions used to evade sanctions. The guidance outlines indicators such as commercially unreasonable terms, transfers to family or close associates, unclear business purpose,...
Iran Conflict: Resources for Your Form 10-Q
The article curates two key resources—a PwC report and a Sidley memo—to help public companies address Iran‑related risk disclosures in upcoming Form 10‑Q filings. It outlines how the conflict can affect fair‑value measurements, inventory write‑downs, insurance recoveries, and foreign‑currency exposure. The...
Force Majeure Memos: Our Own “Waffle House Index”
A Faegre Drinker memorandum highlights how the Iran‑U.S. conflict triggers force majeure (FM) clauses in global supply‑chain contracts. The memo outlines the tactical battle between parties seeking narrow versus broad interpretations of FM language, especially around war, armed conflict, and...
Crypto: Staff Allows Some Crypto User Interfaces to Avoid Broker-Dealer Registration
The SEC’s Division of Trading & Markets issued a staff statement that creates a narrow exemption allowing certain crypto user‑interface apps to operate without registering as broker‑dealers. To qualify, providers must run a neutral, non‑discretionary platform, charge only fixed fees,...
Transcript: “From S-1 to 10-K – Avoiding Disclosure Pitfalls”
The Corporate Counsel posted the transcript of its webcast “From S‑1 to 10‑K: Avoiding Disclosure Pitfalls,” featuring securities lawyers from Wilson Sonsini, Cooley, Latham & Watkins, and Gibson Dunn. The panel dissected the most common compliance missteps newly public companies encounter, from entering the...
The Dreaded “Zero Slate” Contest Rears Its Ugly Head
The SEC’s shift away from active oversight this proxy season has revived activist use of the “zero‑slate” tactic, where shareholders submit a floor proposal under Rule 14a‑4 to force inclusion of their items. Trillium Asset Management warned retailer BJ’s that it...
GAO Reports on SEC Staffing Changes
The Government Accountability Office released a GAO report on SEC workforce reductions mandated by the Dodd‑Frank Act. Since January 2025 the SEC cut staff by offering voluntary departure incentives, enforcing full‑time office work, and stripping DEI language, resulting in 18% employee...
SEC Announces Enforcement Results for Fiscal Year 2025
The SEC finally released its FY 2025 enforcement results, revealing 456 actions—including 303 standalone cases and 69 follow‑on proceedings—that generated $17.9 billion in monetary relief. The agency disclosed that 1,095 investigations were closed without enforcement and highlighted a strategic pivot toward fraud‑centric...
SEC Chairman Speaks on Capital Raising at Boom Belt Event
SEC Chairman Paul Atkins addressed the "Welcome to the Boom Belt" gathering in Miami, highlighting a 40% drop in U.S. listed companies since the 1990s and unveiling his three‑pillar "MIGA" agenda to revive IPO activity. The plan calls for streamlined...
Rulemaking Petition Asks SEC to Address Offering Communications Rules
A rulemaking petition filed by Radivision’s CEO asks the SEC to overhaul pre‑offering communication safe harbors. It proposes expanding Rule 163B’s test‑the‑waters safe harbor to include accredited investors and broadening Rule 169 to cover digital and social‑media disclosures. The petition also seeks...
PCAOB Requests Comment on Strategic Priorities
The Public Company Accounting Oversight Board (PCAOB) announced that its newly sworn‑in board has opened a public comment period to shape its 2026‑2030 strategic plan. The request seeks stakeholder input on priorities such as registration, inspections, enforcement, the new QC 1000...
Timely Takes Podcast: Scott Kimpel on Tokenized Securities
The Timely Takes Podcast features Hunton partner Scott Kimpel discussing the rapidly evolving landscape of tokenized securities. He breaks down core concepts, contrasting issuer‑sponsored and third‑party tokenization, and illustrates how a simple stock trade functions on a blockchain. Kimpel highlights...
NYAG Takes Action Against Public Company for Approving Insider 10b5-1 Plan
The New York Attorney General filed civil insider‑trading actions under the Martin Act against a Delaware‑incorporated public company and its CEO for approving a Rule 10b5‑1 trading plan while the executive possessed material non‑public information. The NYAG claimed jurisdiction because the...
Shareholder Proposal Lawsuits: Federal Judge Declines Preliminary Injunction Request
A federal judge rejected As You Sow’s request for a preliminary injunction against Chubb, finding the activist group failed to demonstrate a likelihood of success under the ordinary business exclusion of Rule 14a‑8(i)(7). The court also noted Chubb, a Swiss‑based insurer, was not...
Voting Guidelines: CalPERS Addresses Shareholder Proposal Exclusion & AI Oversight
CalPERS released its April 2026 proxy voting guidelines and a refreshed executive‑compensation analysis framework. The new policy holds directors accountable when companies misuse Rule 14a‑8, allowing votes against board chairs, nominating‑committee members, or long‑tenured directors and even launching vote‑no campaigns. An AI...
CII: Companies Should Disclose State Action that Weakens Shareholder Protections
The Council of Institutional Investors (CII) released updated corporate governance policies in March, inserting a new provision that requires boards to disclose when a jurisdiction weakens shareholder protections. The rule mandates a review of the specific standard weakened, analysis of...
Canada Announces Semi-Annual Reporting Pilot
Canada’s securities regulators launched a voluntary pilot allowing eligible venture issuers to file semi‑annual reports instead of traditional first‑ and third‑quarter filings, including the Management’s Discussion and Analysis. To qualify, companies must be listed on the TSXV or CSE, have...
The Last Chapter in the Book of Howey: The Movie
The SEC issued an Interpretive Release that clarifies when a digital asset stops being treated as a security under the Howey test. Corp Fin Director Jim Moloney labeled the guidance “The Last Chapter in the Book of Howey,” noting that...
Bad News: When Insiders Buy Up Stock
A recent analysis of roughly 1,400 insider purchases at S&P 500 firms shows executives collectively spent $3.7 billion on shares worth over $100,000 each since 2020. Most buys occurred after a 30‑day price dip, often following disappointing earnings or other negative news....
Cyber Incidents: Share Price Response Immediate and Sustained
ISS STOXX and ISS‑Corporate analyzed cyber incident disclosures for Russell 3000 companies from 2022‑2024. They found that firms reporting significant cyber breaches underperform the market by roughly 5% on average, with the gap widening to nearly 4.9% after 250 trading...
DExit Proposals: The IR Side of the Equation
The article highlights investor‑relations (IR) factors that boards must weigh when considering a Delaware exit (DExit) and reincorporation elsewhere. It stresses candidly assessing current shareholder relationships, starting the evaluation early, and avoiding surprises through proactive engagement. Companies should conduct a...
Governmental Investigations: The Benefits of Early Disclosure
The California federal court in Cai v. Visa dismissed securities‑fraud claims after finding the plaintiff could not link Visa’s stock decline to alleged misstatements. Visa had disclosed a Department of Justice antitrust investigation years before the lawsuit, and the stock...
Section 16(a) Reporting: Deadline Relief for Some FPI Insiders
The SEC’s Division of Corporation Finance issued a no‑action letter that pushes the Section 16(a) filing deadline for foreign private issuers (FPIs) located in regions affected by the Iran conflict to April 20 2026. The relief, illustrated by the Tower Semiconductor case, acknowledges...
Shareholder Proposals: Companies Proceed with Caution
The SEC has withdrawn its role as the Rule 14a-8 referee, leaving companies to decide whether to exclude shareholder proposals on their own, provided they document a reasonable basis. Early data from ISS and Glass Lewis shows the exclusion rate...