At the 2026 Proxy Disclosure Conference & 23rd Annual Executive Compensation Conference in Orlando, Dave Lynn led a panel on the latest developments from the Division of Corporation Finance. Dave Lynn is a Senior Editor of TheCorporateCounsel.net, CompensationStandards.com and The Corporate Executive, co-author of The Executive Compensation Disclosure Treatise and…
On September 28, 2026, in a response to a request from Goldman Sachs, the SEC’s Division of Corporation Finance issued a no-action letter stating that it would not recommend enforcement action related to Exchange Act Rules 14a-3(a), 14a-4(d)(2), 14a-4(d)(3), 14a-4(f) or 14a-12(a) if the company implements its proposed retail voting…
Public companies regularly face questions involving SEC reporting, disclosure, corporate governance and securities and corporate law matters. The answers to these questions are often found only after consulting numerous resources, and those resources may not always address the practice considerations that are critical to understanding and addressing any particular legal…
The SEC has issued a proposing release titled “Proxy Solicitation Modernization.” If adopted, the proposed amendments would eliminate certain annual report delivery and exempt solicitation filing requirements, remove a 20-business-day delivery period for certain proxy statements and prospectuses, shorten the minimum broker-search period, and require contact information on proxy statement…
The SEC has issued a proposing release titled “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.” If adopted, these proposed amendments would rescind Rule 14a-8, which permits eligible shareholders to include certain proposals in a company’s proxy statement, and expand the ability of a…
On September 2, 2026, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued three new Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting Corporation Finance Interpretations (CFIs) addressing when shareholder engagement will not, standing alone, cause an investor to lose its eligibility…
On August 13, 2026, the SEC filed notice of a new rule proposal by the New York Stock Exchange (NYSE or the Exchange) to extend the transition period for newly public companies to have in place an internal audit function from one year after listing to five years from that…
On July 29, 2026, Nasdaq’s new continued listing requirement requiring companies to maintain at least $5 million in Market Value of Listed Securities (MVLS) was automatically stayed. The rule, which the SEC approved on July 22, would have required companies whose MVLS remained below $5 million for 30 consecutive business…
On July 22, 2026, the SEC approved Nasdaq’s proposal (Release No. 34-105971) to adopt a new continued listing requirement based on Market Value of Listed Securities (“MVLS”). Under new Nasdaq Rules 5450(a)(3) and 5550(a)(6), companies listed on the Nasdaq Global Select Market, Nasdaq Global Market, and Nasdaq Capital Market must…
On July 23, 2026, the SEC announced that it will host a public roundtable on September 17, 2026, to discuss preparations for potential 24-hour trading in the U.S. equity markets. The roundtable will focus on overnight trading infrastructure, market operations and resiliency, and the opportunities and challenges associated with expanding…