The SEC’s 2026 rulemaking agenda and statement of regulatory priorities recently went public as part of the federal governments overall 2026 Regulatory Plan. The agenda lists 38 potential SEC rulemakings and reflects Chairman Atkins’s broadly deregulatory orientation, with proposals aimed at: cutting compliance burdens, facilitating capital formation, revitalizing public markets to “Make IPOs Great Again,” widening retail access to private markets, and building a crypto framework. As expected, many of the pending proposals are anticipated to reshape the disclosure, proxy, capital-raising, and governance rules that public companies live by.

Continue Reading SEC Publishes Its 2026 Rulemaking Agenda

The SEC has issued a significant exemptive order modernizing and expanding the ability of issuers to conduct tender offers for their non-convertible debt securities over an abbreviated period of five business days. This new exemptive order expressly supersedes previous guidance contained in the 2015 no-action letter, often referred to as the Abbreviated Debt Tender Offer Letter, and introduces greater flexibility and efficiency for liability management transactions, including the ability to conduct partial tender and exchange offers, conduct exchange offers without an accompanying retail tender offer, and couple typical consent solicitations with an offer. This pragmatic shift recognizes current market realities and technological advancements, and continues the trend established by the SEC’s April 2026 exemptive order for equity tender offers (which permitted a minimum 10 business day offering period for certain equity tender offers), offering a more robust framework for managing outstanding debt.

Continue Reading SEC Modernizes Debt Tender Offer Rules with New Exemptive Order

As the 2026 proxy season approaches its midpoint, the early data confirm rather than reverse the structural shifts that defined 2025. Shareholder activism remains a feature of the public markets that virtually every issuer must confront, whatever its size, maturity, reputation, or governance profile. So far in 2026, activists have launched more campaigns than they did in the same period last year. They have pressed for more M&A demands, concentrated their activity among a familiar set of well-capitalized hedge funds, and turned their attention toward larger companies and the technology sector. Settlements remain the main path to the boardroom, even though board seats have grown harder to win. This post offers a mid-season assessment in two parts: the key issues that have emerged so far, and the lessons and outlook for the rest of the year. Unless we note otherwise, the figures below come from Deal Point Data and cover identified activist campaigns launched between January 1 and June 1 of each year, at companies with a market capitalization of at least $300 million.

Continue Reading Shareholder Activism Approaching the 2026 Midpoint: Trends, Lessons, and What to Expect for the Rest of the Season

On May 29, 2026, the SEC formally proposed to rescind its 2024 climate disclosure rules in full. The Commission adopted those rules on March 6, 2024, and they would have reached nearly every public company, mandating detailed disclosure about greenhouse gas emissions, the management of climate-related risks, and the financial statement effects of severe weather events. But the rules never took effect. Soon after the SEC adopted them, legal challenges arose that have put them on hold ever since.

Continue Reading SEC Proposes to Rescind Its Climate Disclosure Rules

For over two decades, the Commodity Futures Trading Commission (the Commission or CFTC) has exercised regulatory authority over prediction markets, which, in the U.S., are generally registered with the CFTC as Designated Contract Markets (DCMs). But the recent proliferation and growth of prediction markets in the U.S. has surfaced questions about the oversight of prediction markets, including the types of event contracts DCMs should be allowed to offer and the appropriate process for review and approval of such contracts. On June 12, 2026, the CFTC published in the Federal Register a Notice of Proposed Rulemaking (NPRM)[1] aimed at addressing some of these questions. Specifically, the NPRM proposes amendments to the CFTC’s Part 40 regulations to address the special rule for review and approval of event contracts under Section 5c(c)(5) of the Commodity Exchange Act (CEA) (the Special Rule).[2] The Special Rule as outlined by the CEA provides the CFTC discretion to determine whether event contracts listed on DCMs are contrary to the public interest if the contract involves unlawful activity, terrorism, assassination, war, gaming, or another activity that the Commission has determined by rule or regulation to be similar to those “Enumerated Activities.” Part 40 of the CFTC’s regulations governs the submission of new products, rule changes and requests for approval by registered entities to the CFTC. The NPRM proposes three principal changes, to the Part 40 regulations. First, it would define when event contracts “involve” an activity enumerated in the Special Rule. Second, it would define “gaming” for purposes of the Special Rule. Third, the Commission proposes public-interest factors to guide its public interest review and more details on how the CFTC’s 90-day review process would proceed. This alert memorandum describes the primary features of the NPRM and its implications for DCMs listing event contracts, prediction-market operators, market participants, and firms whose employees may trade event contracts. In particular, we examine the Commission’s proposed interpretations of “involve” and “gaming” in the context of the Special Rule, the public-interest factors that would apply to different categories of event contracts, and the process the Commission proposes for reviewing event contracts under the Special Rule. We also consider how the NPRM would implement changes to the Commission’s prior position on political event contracts. It follows our prior alert memoranda, Prediction Markets for Those Who Don’t Predict (and Those Who Do)[3] and Betting on Company Information: Prediction Market Considerations for Public Companies,[4] which provided an overview of the regulatory framework applicable to prediction markets and addressed recent developments.

Continue Reading Prediction Markets for Those Who Don’t Predict (and Those Who Do) – The CFTC Proposes Rules in Connection With the Special Rule

On June 2, 2026, the SEC published a Draft Strategic Plan for fiscal years 2026 through 2030 and opened it for public comment through July 2, 2026. A strategic plan does not change any rule on its own, but it tells public companies where the agency is headed and which initiatives the Chairman intends to push forward. Not surprisingly, this one signals a clear focus on “modernizing and simplifying disclosure practices,” “enabling new capital-raising pathways,” and returning the SEC’s “enforcement approach to Congress’ original intent.”

Continue Reading The SEC’s Draft Strategic Plan: A Roadmap for Modernized Disclosure and Capital Formation

Federal securities law does not use a single, uniform definition of “officer.” Instead, several overlapping definitions determine who qualifies as an officer for different regulatory purposes, each carrying its own set of individual-specific disclosure consequences. For public companies and their counsel, correctly classifying officers across these frameworks is essential to ensuring compliance with SEC filing requirements. Additionally, for prospective officers themselves, understanding how these definitions apply is critical to appreciating the scope of personal information that will become publicly available upon assuming their roles.

Continue Reading SEC Officer Definitions: A Quick Reference

On May 20, 2026, the Securities and Exchange Commission issued a new exemptive order (Release No. 34-105517) adding Australia, India, and Singapore to the list of “Qualifying Jurisdictions.” Directors and officers of foreign private issuers (“FPIs”) incorporated in these jurisdictions may, subject to specified conditions, be exempt from the Section 16(a) reporting requirements of the Securities Exchange Act of 1934. The new order builds directly on, and incorporates the conditions of, the SEC’s March 5, 2026 order that we addressed in our prior alert memo, which we encourage readers to consult for background on the Holding Foreign Insiders Accountable Act (“HFIAA”) framework and the detailed conditions of the relief.

Continue Reading Section 16(a) Reporting: SEC Expands Exemptive Relief to Additional Foreign Private Issuer Jurisdictions

On May 19, 2026, the SEC proposed amendments that would collapse the current five overlapping filer categories into just two (large accelerated filer and non-accelerated filer) and raise the large accelerated filer public float threshold from $700 million to $2 billion. The amendments would also extend the scaled disclosure accommodations now reserved for smaller reporting companies and emerging growth companies to an estimated 81% of reporting companies. Every newly public company would also receive a guaranteed five-year on-ramp during which large accelerated filer status cannot attach. The SEC has deliberately limited the proposal’s reach over foreign private issuers, pending the broader review of the FPI framework initiated by its June 2025 concept release.

Continue Reading SEC Proposes Simplified Filer Status Framework and Expanded Disclosure Relief

On May 19, 2026, the SEC proposed amendments in a “Registered Offering Reform” package that would make it significantly easier for public companies to raise capital through registered offerings of securities. The proposed rules would broaden Form S‑3 shelf eligibility to a much larger set of issuers by, most notably, eliminating the current one-year seasoning requirement and the transaction requirements (including the $75 million public float threshold). Among other things, this means that newly public companies of any size will now be S-3 eligible immediately after their IPOs.

Continue Reading SEC Proposes Registered Offering Reform: Shelf Access Immediately After IPO and Regardless of Size of Public Float, Expanded WKSI-Like Benefits, and Form S-1 Modernization