In January and February 2026, the SEC’s Division of Corporation Finance (Corp Fin) issued, revised, and withdrew several C&DIs addressing corporate transactions and capital markets practices. The full set of January and February releases is linked below:

This article is Part 1 of a three-part series summarizing this C&DI guidance on our Cleary Securities, Disclosure, and Governance Watch blog (see also Part 2 and Part 3). Below we cover the updated guidance on proxy solicitations and written consents, executive compensation disclosure in spin-offs, technical registration statement practice considerations, offering integration analysis, and accredited investor verification procedures. For any revised or withdrawn questions, you can click through to see the SEC’s redline.

Guidance Addressing Proxy Solicitations and Written Consents

Revised Question 126.06 re: Proxy Rule 14a-6 – Filing Requirements (1/23/26)No more voluntary Notices of Exempt Solicitation. Previously, this guidance allowed investors to voluntarily file Notices of Exempt Solicitation even when they do not meet the ownership threshold in Rule 14a-6(g)(1) (generally, more than $5 million). In the new amended version, the staff now says no—they will object to such voluntary submissions.
 
The rule was originally designed to provide transparency for exempt solicitations by large holders. However, in recent years, the vast majority of submissions have been by smaller holders (not meeting the threshold) who use these notices to publicize campaigns, open letters, or voting recommendations, essentially leveraging EDGAR as a publication vehicle. The amended C&DI aims to return the focus of these submissions to align with the original intent of the rule.
 
If a voluntary filing does appear, companies have limited recourse as filings are very rarely removed from the EDGAR system (typically only if the filing presents significant risk of financial or personal harm to an individual). Still, if a company identifies an improper voluntary notice and is concerned about it, they should notify SEC staff to flag the issue.
Revised Question 126.07 re: Proxy Rule 14a-6 – Filing Requirements (1/23/26)No more voluntary Notices of Exempt Solicitation. This guidance addresses format requirements for Notices of Exempt Solicitation and was updated to remove references to voluntary submissions, which are no longer permitted as described above.
New Question 133.02 re: Proxy Rule 14a-13 – Obligations of Registrants in Communicating With Beneficial Owners (1/23/26)Flexibility on broker search timing. Under Rule 14a-13(a), broker searches must be conducted at least 20 business days before a meeting’s record date (historically, this much time was believed necessary to ensure proxy materials would reach stockholders on time). Given the speed of current technology, this new guidance clarifies that, despite the rule, the SEC staff will not object if a company conducts its broker search fewer than 20 business days out, as long as the company reasonably believes proxy materials will still reach beneficial owners on time and otherwise complies with the rule.
 
However, companies still need to coordinate early with transfer agents and proxy service providers to ensure the broker search process can be completed in time (which may still require a minimum of 10 business days).
New Question 182.01 re: Proxy Rule 14c-2 – Distribution of Information Statement (1/23/26Late discovery of consent solicitations. Rule 14c-2 requires companies to deliver an information statement at least 20 calendar days before any corporate action is taken by written consent of stockholders without being solicited by the company.
 
This new guidance clarifies that state law or governing documents—not Rule 14c-2—determine when the action becomes effective, so missing the deadline does not necessarily invalidate the corporate action in a situation where a dissident shareholder solicits written consents without the company’s knowledge.
 
The SEC staff also clarified that it will not object to missing the deadline if the company distributes the information statement as soon as practicable after learning of the written consents.

Guidance Addressing Executive Compensation Disclosure in Spin-Offs

Revised Question 217.01 re: Regulation S-K, Item 402(a) — Executive Compensation (1/23/26)Spin-off executive compensation disclosure clarified. This guidance addresses when a spun-off registrant must include historical executive compensation disclosure. Pre-spin compensation is not always required—the analysis centers on whether the business operated as a separate division before the spin and whether there is management continuity. If the spin-off combines different parent businesses or installs new leadership, pre-spin compensation would likely not be required. If a subsidiary conducting a single line of business is spun off with the same executives performing the same services as they performed for the subsidiary, and did not provide service to the parent, historical disclosure is likely required. Where not required, the spun-off registrant need only report compensation awarded to, earned by, or paid to its named executive officers in connection with and following the spin.
 
The revised C&DI moves away from an “IPO-analogy” framing to a two-factor focus on operational separation and management continuity—recognizing that historical compensation designed by the parent for different roles may be less relevant to understanding the spun-off entity’s post-transaction executive pay structure.

Guidance Addressing Registration Statement Practices

New Question 212.32 re: Securities Act Rule 415 – Delayed or Continuous Offering and Sale of Securities (2/11/26)Converted S-3ASR not subject to three-year expiration. This guidance addresses whether a Form S-3ASR filed for a secondary offering under Rule 415(a)(1)(i) remains subject to the three-year expiration rule for S-3ASRs under Rule 415(a)(5) after the issuer loses WKSI status and converts to a non-automatic shelf. Rule 415(a)(5) imposes a three-year expiration on automatic shelf registration statements and securities under Rule 415(a)(1)(vii), (ix), and (x). The staff confirms that once converted, a registration statement in this fact pattern falls outside categories subject to expiration and may remain effective indefinitely.
New Question 212.33 re: Securities Act Rule 415 – Delayed or Continuous Offering and Sale of Securities (2/11/26)Form S-8 does not expire. This guidance addresses whether Form S-8 securities may be carried forward to a new registration statement under Rule 415(a)(6). The staff confirms they may not—but only because there is no need. Rule 415(a)(6) permits carry-forward of unsold securities from expiring shelf registration statements under Rule 415(a)(5). However, Form S-8 offerings are made pursuant to Rule 415(a)(1)(ii), which is not among the categories subject to three-year expiration under Rule 415(a)(5). Because Form S-8 securities do not expire, the carry-forward mechanism under Rule 415(a)(6) is inapplicable; the securities simply remain available on the original registration statement.
New Question 212.34 re: Securities Act Rule 415 – Delayed or Continuous Offering and Sale of Securities (2/11/26)No deregistration filing required after carry-forward. This guidance addresses whether an issuer must file a post-effective amendment to deregister unsold securities from an expiring registration statement after carrying them forward under Rule 415(a)(6). The staff confirms no such filing is required—once carried forward and the replacement is effective, no further action is needed.

Guidance Addressing Offering Integration (Rule 152)

New Question 148.01 re: Securities Act Rule 152 – Integration (1/23/26)506(c) to 506(b) investor carryover. This C&DI explains whether an issuer conducting a Rule 506(b) private offering that prohibits general solicitation may sell to individuals it previously reached through a Rule 506(c) general‑solicitation offering. The answer is yes—but only if, before the later offering begins, the issuer already has a pre‑existing, substantive relationship with those investors.
 
Because the issuer used general solicitation in the earlier offering, it must be able to show a pre-existing substantive relationship with the investor in order to avoid integration issues and satisfy the requirements for the subsequent Rule 506(b) offering. A “substantive” relationship is fact-and-circumstance dependent, with relationship quality paramount: the issuer needs enough information to evaluate, and must actually evaluate, the investor’s sophistication, financial circumstances, and ability to understand the risks. Waiting a set time or relying on a short accreditation questionnaire is not enough to establish this substantive relationship. While existing or former investors, investors in management’s prior deals, or friends and family of control persons may qualify, this guidance confirms that establishing such a substantive relationship can be more challenging when the initial contact was only through general solicitation—particularly for internet-based offerings.
New Question 148.02 re: Securities Act Rule 152 – Integration (1/23/26)Effective registration statement not dispositive. This C&DI clarifies that having an effective registration statement does not, by itself, create integration concerns under Rule 152.
Revised Questions 139.27 and 148.03 (renumbered from 152.02)
 
Withdrew Questions 134.02, 139.08, 139.25, 141.06, 152.01, 152.03, 212.06, 256.01, 256.02, and 256.34
 
(All 1/23/26)		Rule 152 is the framework. These C&DIs were withdrawn or revised to reflect that Rule 152 now governs integration analysis. Some were withdrawn as obsolete; others updated to point to Rule 152 instead of older piecemeal guidance—while remaining substantively the same.
 
Rule 152, adopted in 2020, modernized the integration framework, reducing reliance on scattered staff interpretations and making these older C&DIs obsolete or in need of updating.

Guidance Addressing Accredited Investor Verification

Revised Question 255.06 re: Securities Act Rule 501 – Definitions and Terms Used in Regulation D (1/23/26)Look-through to natural persons. This guidance addresses whether an issuer can look through an entity owner to its natural person owners when determining accredited investor status under Rule 501(a)(8). The answer is yes—if an entity does not qualify as an accredited investor on its own, the issuer can look through to the entity’s underlying natural person owners to see if they are all accredited.
 
The guidance was updated to point to Note 1 to Rule 501(a)(8), which confirms the same and was added in connection with amendments to expand the definition of accredited investors in 2020.
New Question 260.39 re: Securities Act Rule 506 – Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering (1/23/26)Mix-and-match verification methods allowed. This guidance addresses whether, in a general‑solicitation private offering that requires accredited investor verification (Rule 506(c)), an issuer may use different verification methods for different purchasers. The answer is yes. The rule allows flexibility to select methods appropriate to each investor’s facts and circumstances.
 
In practice, this confirms an issuer may mix and match the non‑exclusive methods listed in the rule with principles‑based approaches (as clarified in C&DI guidance adopted in March of 2025: Question 256.35 and Question 256.36) in the same offering. What matters is that, for each purchaser, the issuer takes reasonable steps to verify accredited status in light of the information available, the nature of the investor, the terms of the offering, and similar context. Consistency across all investors is not required; adequacy of verification is assessed investor‑by‑investor.