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. ISS has softened its stance, indicating it will not object if firms provide thorough proxy disclosures. Proxy advisors now expect disclosures to detail the program’s nature, shareholder benefit, assessment methodology, and arm‑length decision‑making process, prompting early involvement of compensation committees.
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...