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 turnover. The agency analyzed departures, found long‑tenured staff most likely to leave, and identified skill gaps in rulemaking and cryptocurrency expertise. In response, SEC adjusted senior officer ratios, used supervisor downgrades, and drafted a FY 2026 staffing plan that includes hiring, consolidations, and efficiency measures.
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...
Executive Security: What Should Your Proxy Disclosures Look Like?
SEC Chairman Paul Atkins signaled that executive‑security perks may soon lose their special‑perk status, but existing disclosure rules remain in force for 2026. Companies are seeing rapid growth in security spending, with 64% of S&P 100 firms already reporting such perks....
Timely Takes Podcast: J.T. Ho’s Latest “Fast Five”
Cleary Gottlieb’s J.T. Ho hosted the latest Timely Takes podcast, delivering a concise update on recent securities and governance developments. He highlighted three new Corporate Disclosure Items (CDIs) covering notices of exempt solicitations, broker search timing, and spinoff executive compensation...
SEC Hosts Investor Advisory Committee Meeting
The SEC’s Investor Advisory Committee convened on March 12 to examine public‑company disclosure reform, fund proxy voting, and the tokenization of equity securities. Chairman Paul Atkins advocated a “minimum effective dose” of regulation, using materiality as a guiding principle and...
The 2026 William O. Douglas Award Recipient: Meredith Cross
Meredith Cross, former SEC Division of Corporation Finance Director (2009‑2013), has been named the 2026 recipient of the William O. Douglas Award presented by the Association of Securities and Exchange Commission Alumni. The award, established in 1992, honors SEC alumni...
Planning an IPO? Don’t Miss Our March Webcasts
Compensation Standards and TheCorporateCounsel.net are hosting two free webcasts in March aimed at companies preparing for an IPO and newly public firms. The March 18 webcast, “Pre‑IPO Through IPO: Compensation Strategies for a Smooth Transition,” will guide executives through equity...
SEC Small Business Forum: The Commissioners Speak
The SEC held its 45th Annual Small Business Forum, organized by the Office of the Advocate for Small Business Capital Formation, to gather stakeholder input on securities policy. Chair Gary Gensler Atkins urged extending the JOBS‑Act “IPO on‑ramp” to give...
The SCOTUS Tariff Decision as a Subsequent Event
The Supreme Court’s ruling in Learning Resources v. Trump is being classified as a non‑recognized (Type 2) subsequent event under ASC 855 for firms that imported goods subject to IEEPA tariffs and have not yet issued financial statements as of February 20, 2026. The...
Rule 14a-8 Shareholder Proposals: Proponents Are Litigating Exclusion Decisions
Three shareholder‑proponent lawsuits have been filed this week, marking the first challenges under the SEC’s revised Rule 14a‑8 no‑action letter process for 2026. The cases target AT&T’s exclusion of an EEO‑1 diversity disclosure, Axon’s exclusion of a political‑spending proposal, and...
Women Governance Trailblazers: Jen Sisson
The Women Governance Trailblazers podcast released a 31‑minute interview with Jen Sisson, CEO of the International Corporate Governance Network (ICGN). The conversation covered ICGN’s mission, its member base, and current initiatives, as well as the challenge of aligning global governance...
Converts: PIPE and Pre-IPO Considerations
A recent Cleary memo highlights a surge in convertible‑note issuances driven by the AI boom, with private‑placement (PIPE) and pre‑IPO converts adopting highly customized terms. Features now include governance and consent rights, guarantees, financial covenants, prepayment provisions, anti‑dilution ratchets, equity...
Forward-Looking Statements: 9th Cir. Says No Safe Harbor for “Hypothetical Risk Factor”
The Ninth Circuit in Const. Laborers Pension Trust v. Funko held that forward‑looking risk disclosures can lose the PSLRA safe‑harbor when they are framed as present‑state misrepresentations. The panel reasoned that an alleged omission about current inventory failures turns the...
DExit: Evidence From 2025 IPOs
Houlihan Lokey data shows Delaware’s share of IPO incorporations dropped from over 80% (2022‑2024) to just under 62% in 2025, while Nevada rose to nearly 17% and Texas to about 4%. The shift reflects a modest migration of companies to alternative...
Enforcement: Should You Consider Litigating?
The SEC’s enforcement approach has softened since the 2025 administration change, with corporate penalties falling roughly 30 percent and a greater emphasis on cooperation and remediation. At the same time, the Supreme Court’s pending decision on whether the agency must...
C-Suite Turnover: Plenty of Volatility at the Top
CristKolder’s 2025 C‑Suite Volatility Report shows 78 CEO changes and 120 CFO swaps across Fortune 500 and S&P 500 firms last year. The consumer sector led CEO turnover at 24.4%, while energy was most stable at 9.0%. External recruitment fell sharply, with...