Corporate Law

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Yesterday, the Securities and Exchange Commission rescinded its so-called “gag rule,” which for fifty years had prohibited a settling defendant from publicly denying the allegations in a settled SEC Enforcement action.[1] The policy shift has received significant media attention, but we believe it will have little effect on the experience of most individuals and entities facing SEC investigation, many of whom are keen to resolve an investigation and move on without drawing additional attention to themselves. But the change does create potential pitfalls for those trying to resolve SEC investigations, and heightens the need to think strategically when negotiating resolutions and pursuing public denials of wrongdoing. We have investigated, settled, and litigated numerous SEC enforcement investigations, both on behalf of the agency and in private practice. Outlined below are some of the potential knock-on effects we see from this policy change.

Continue Reading Deny With Care: SEC Rescinds Settlement “Gag Rule,” Creating Risks and Opportunities for Settling Defendants

In his first public remarks, delivered just days into his tenure, SEC Enforcement Division Director David Woodcock announced that he will “provide hands-on leadership” to make sure SEC Enforcement investigators “focus on the fundamentals,” which he defined as “protecting investors and safeguarding markets from real harm.”[1] In announcing his “back-to-basics” approach, Woodcock gave top billing not just to traditional scams, but also to cases involving financial reporting and private funds and investment advisers. Woodcock’s remarks and his prior tenure at the SEC—and our own work on recent and ongoing SEC investigations and resolutions—indicate that the agency will continue to pursue these often complex cases even when they do not find or charge fraud, perhaps to the surprise of commentators who prematurely announced the demise of SEC Enforcement.

Continue Reading New SEC Enforcement Director David Woodcock Outlines Enforcement Priorities, Including Focus on Financial Reporting and Private Funds

On May 5, 2026, the SEC proposed allowing domestic issuers the option to replace their quarterly reports on Form 10-Q with a single semiannual report on a new Form 10-S. The proposal would apply to all Exchange Act reporting companies currently required to file Form 10-Q, regardless of filer status, public float, revenues, or industry. The annual report on Form 10-K would remain unchanged, and quarterly reporting would remain the default for any company that does not opt into the semiannual regime. Chairman Atkins described the proposal as “just the first step of the larger, comprehensive effort to review and reshape the current SEC rules governing public companies,” and companies should anticipate further proposals on disclosure, capital raising, and the broader public-company framework in the months ahead. In conjunction with these changes, the SEC also proposed to align the SEC financial staleness rules for IPOs, spin-offs and other going public transactions, permitting companies that opt for semiannual reporting to go public mid-year without having to provide interim financial statements until the semiannual report would be due, although disclosure and timing would be influenced by auditor comfort and marketing considerations.

Continue Reading From 10-Q to 10-S: SEC Proposes Voluntary Semiannual Reporting for Public Companies and Aligns SEC Staleness Rules for IPOs

Three federal district courts have issued the first substantive Rule 14a-8 rulings of the season with mixed results: two courts denied shareholder requests for injunctive relief, and one granted relief subject to a $20,000 bond. As a practical matter, two companies will file their 2026 proxies without the challenged proposals, while the third will include the proposal. None of the three, however, is a final merits decision; each reflects a court’s likelihood-of-success forecast, not a definitive ruling on excludability. Notably, all three decisions turned on Rule 14a-8(i)(7), the “ordinary business” basis, described by one court as a “perplexing” issue and by two courts as the “most perplexing” substantive exclusion ground. This alert walks through what the courts said, what they did not say, and what the rulings suggest for issuers still navigating exclusion decisions.

Continue Reading Rule 14a-8 Litigation Update: District Courts Weigh in on Shareholder Proposal Exclusions

The Securities and Exchange Commission recently cut the minimum time required for certain equity tender offers in half. Historically, federal rules mandated that such offers remain open for at least 20 business days. Now, an April 16, 2026 exemptive order from the Division of Corporation Finance allows market participants to conclude qualifying cash tender offers in just 10 business days. While this new relief applies exclusively to equity securities, it signals a pragmatic shift at the SEC and suggests market participants may see similar relief formalized for debt tender offers down the road.

Continue Reading SEC Reduces Minimum Equity Tender Offer Period to 10 Business Days

On April 8, 2026, the SEC’s Division of Corporation Finance issued a no-action letter addressing a structural conflict that arises for companies incorporated in the Netherlands, listed on a U.S. exchange, but without foreign private issuer (FPI) status, leaving them fully subject to U.S. domestic proxy rules under Regulation 14A. The conflict stems from a timing mismatch: Dutch law fixes the record date at 28 days before a shareholder meeting, while Rule 14a-16(a) requires distributing the Notice of Internet Availability of Proxy Materials at least 40 calendar days out. A company could technically satisfy U.S. proxy rules by abandoning notice and access and instead mailing full printed sets of proxy materials, but for a company with a large, dispersed shareholder base, that approach is far more expensive and impractical. The Division of Corporation Finance granted relief so long as the company (i) files its definitive proxy statement and annual report with the SEC and posts them on its website at least 40 days before the meeting; (ii) issues a press release announcing the availability of materials, the planned notice distribution date, and how shareholders can request paper copies; and (iii) distributes notice cards within five business days after the record date. This framework for conditioned relief mirrors the framework that the Division of Corporation Finance applied in a substantially similar no-action letter to another Dutch-incorporated, U.S.-listed company without FPI status in April 2025. These letters continue a pattern of Division relief addressing home-country/U.S. proxy rule conflicts. In a January 2014 no-action letter, the Division of Corporation Finance granted no-action relief to a Curaçao-incorporated, U.S.-listed company without FPI status that permitted the company to bypass the preliminary proxy filing requirement under Rule 14a-6(a) for routine shareholder votes that Curaçao law mandated.

Continue Reading SEC No-Action Relief Offers a Roadmap for Foreign-Incorporated Companies Caught Between Home-Country Law and U.S. Proxy Rules

In March 2026, the Division of Corporation Finance (Corp Fin) issued and revised several Corporate Finance Interpretations (CFIs), formerly called Compliance and Disclosure Interpretations, addressing capital markets transactions and corporate practices. This post summarizes Corp Fin’s updated guidance on “ineligible issuer” status, Section 16 reporting obligations, Electronic Data Gathering, Analysis, and Retrieval (EDGAR) account management following corporate reorganizations, smaller reporting company (SRC) status, and Form S-3 baby shelf applicability to certain At-the-Market (ATM) offerings. Corp Fin also released CFI guidance on Securities Act Rule 701 and asset-backed securities topics. For revised or withdrawn questions, click through to see the SEC’s redline.

Continue Reading SEC Updates CFI Guidance: March 2026 Roundup

Just a few days ago, a state-linked hacking group claimed responsibility for a disruptive cyberattack on a Fortune 500 medical technology company with no ransom demand and no negotiation, calling it retaliation for a U.S. military strike. The risk of this type of politically-motivated cyberattack may increase given the increasingly volatile geopolitical environment. To combat this, the President recently signed an executive order targeting cybercrime carried out by transnational criminal organizations, aimed at improving federal coordination in combatting cybercrime. Now is an important time for boards and management teams to focus on crisis and risk management, including durable operational resilience planning. This alert provides perspectives about current best practices on incident preparedness in the face of such threats, explains how this preparedness can be supplemented by an operational resilience framework, discusses the practical implications of the executive order, and lays out a governance hygiene checklist to guide your next cybersecurity oversight discussion.

Continue Reading Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company Boards

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:

Continue Reading SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3

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:

Continue Reading SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2