Since the EDGAR Next transition went live last year, SEC filers have had to adjust to a new set of account management obligations. Among these is the annual confirmation requirement; each year, one of a filer’s account administrators must log into the EDGAR Filer Management dashboard and affirm that the individuals, technical administrators, and delegated entities authorized on such filer’s EDGAR Next account remain accurate, and that all other filer information on the dashboard is accurate. This annual confirmation requirement is true for all SEC filers, regardless of whether they are individuals or entities, domestic filers or foreign private issuers.
Continue Reading Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!Blog Post
SEC Proposes to Modernize Proxy Solicitation Rules
By Sebastian Alsheimer, Synne D. Chapman, Helena K. Grannis, J.T. Ho, Francesca Odell, Lillian Tsu, Shuangjun Wang, Julie Rong & Bobby Bee on
On September 16, 2026, the SEC proposed a package of amendments intended to modernize the federal proxy solicitation rules. The proposal targets several paper-era or otherwise outdated requirements whose original rationale has largely been displaced by EDGAR, electronic communication and other changes in market practice, and would simplify annual meeting and proxy production and create flexibility in transaction and meeting calendars. As Commissioner Mark Uyeda stated, “Eliminating duplicative or outdated requirements reduces unnecessary compliance costs for issuers and intermediaries.”
Continue Reading SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for Issuers
By Sebastian Alsheimer, Synne D. Chapman, Helena K. Grannis, J.T. Ho, Francesca Odell, Lillian Tsu, Shuangjun Wang, Julie Rong & Bobby Bee on
On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework governing when an issuer must include a shareholder proposal in its proxy materials. Instead, state law and, where permitted by state law, an issuer’s governing documents would determine whether and when shareholder proposals must be included.
Continue Reading SEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersSEC Updates CFI Guidance: April Through August 2026 Roundup
By Cleary Gottlieb on
During the April-through-August 2026 period, the SEC’s Division of Corporation Finance (Corp Fin) issued new Corporation Finance Interpretations (CFIs), formerly called Compliance and Disclosure Interpretations, in May, June, and July; no CFIs were released in April or August. This post summarizes Corp Fin’s new CFIs on tender offer dissemination and Rule 506(c) offerings of tokenized securities. Corp Fin also released CFI guidance on cash-settled total return swaps, activist fund structures, pooled employer plans, listing rights in business combinations and Regulation Crowdfunding reporting, and other SEC staff published observations on common XBRL tagging errors for bank holding companies and business development companies.
Continue Reading SEC Updates CFI Guidance: April Through August 2026 RoundupSEC Further Modifies Its Rule 14a-8 Response Process
By Synne D. Chapman, Helena K. Grannis, J.T. Ho, Abena Mainoo, Francesca Odell, Lillian Tsu, Shuangjun Wang, Afrah Tahir & Bobby Bee on
On August 14, 2026, the SEC’s Division of Corporation Finance updated its statement on how it handles Rule 14a-8 shareholder proposals. The Division will now stop responding to shareholder proposal related no-action requests of any kind, and it will no longer issue “no-objection” letters in response to a company’s representation that it has a reasonable basis to exclude. The change is effective immediately and extends the modified process the Division rolled out last November, which we covered here.
Continue Reading SEC Further Modifies Its Rule 14a-8 Response ProcessInsights from the 2026 ISS STOXX Governance Annual Global Survey
On July 21, 2026, ISS STOXX Governance (ISS) opened its Annual Global Benchmark Policy Survey (the Survey), which it uses to inform its annual policy development process. This year, the Survey covers a wide range of topics under the headings of board elections, shareholder rights, compensation, audit & auditors, and environmental & social topics. The Survey closed last Friday and we expect the results will be published in the next month or so. Below are a few notable questions and themes for U.S. companies in the Survey, which give us a glimpse into potential changes to ISS’s voting guidelines for the 2027 proxy season.
Continue Reading Insights from the 2026 ISS STOXX Governance Annual Global SurveySEC Proposes E-Delivery as the New Default for Proxy Materials and Other Disclosures
By J.T. Ho, Shuangjun Wang, Jonathan R. Povilonis, Omelebele (Bele) Edeoga & Bobby Bee on
On July 16, 2026, the SEC proposed Regulation E-Delivery, which would allow companies to make electronic delivery the default option on a go-forward basis for satisfying delivery obligations under the federal securities laws, including for proxy materials, so long as the recipient has provided an electronic address. Today the presumption runs the other way: delivery is on paper unless the recipient opts in to e-delivery. The proposal would flip that presumption, subject to conditions, while preserving each recipient’s right to opt out and receive paper for free.
Continue Reading SEC Proposes E-Delivery as the New Default for Proxy Materials and Other DisclosuresSEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14A
On July 9, the Staff of the Securities and Exchange Commission (the SEC) issued three new Corporation Finance Interpretations (CFIs) addressing disclosure obligations under Schedules 13D and 14A. The guidance targets a specific but increasingly common activism structure: special-purpose vehicles that raise capital from investors to buy a single issuer’s securities and conduct an activism or proxy campaign. Activists who form these vehicles must now name the underlying investors in their 13D and contested proxy filings.
Continue Reading SEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14ASEC Publishes Its 2026 Rulemaking Agenda
By Synne D. Chapman, Helena K. Grannis & Bobby Bee on
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 AgendaSEC Proposes to Rescind Its Climate Disclosure Rules
By Helena K. Grannis, Shuangjun Wang & Bobby Bee on
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