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 The proposal targets several paper-era or otherwise outdated requirements whose original rationale has largely been displaced by EDGAR, electronic communication and other changes in market practice, and would simplify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 As Commissioner Mark Uyeda stated, “Eliminating duplicative or outdated requirements reduces unnecessary compliance costs for issuers and intermediaries.”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 RulesDisclosure and Reporting
SEC 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 RoundupInsights 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 RulesThe SEC’s Draft Strategic Plan: A Roadmap for Modernized Disclosure and Capital Formation
By Synne D. Chapman, Helena K. Grannis, Harald Halbhuber & Bobby Bee on
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 FormationSEC Officer Definitions: A Quick Reference
By Synne D. Chapman, Adam Fleisher, Julia Petty, Shuangjun Wang, Saleh Ismail & Bobby Bee on
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