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 Guidance
SEC 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 ProcessSEC 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 Modernizes Debt Tender Offer Rules with New Exemptive Order
By Lesley Janzen, Manuel Silva, David Lopez & Stav Harel on
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 OrderSEC 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 ReferenceSection 16(a) Reporting: SEC Expands Exemptive Relief to Additional Foreign Private Issuer Jurisdictions
By Sarah E. Lewis, Manuel Silva, Sebastian R. Sperber & Bobby Bee on
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