On May 19, 2026, the SEC proposed amendments to its rules and forms that would simplify the filer status determinations for public companies and expand the disclosure accommodations available for many public companies. Under the proposed amendments, the threshold for “large accelerated filer” status would be raised from $700 million…
The SEC today proposed amendments that would represent a sweeping overhaul of the registered offering framework if adopted. The proposed amendments would significantly expand access to Form S-3 and shelf registration, extending many benefits currently limited to well-known seasoned issuers (“WKSIs”) to a broader range of public companies. The proposed…
The SEC proposed amendments (summarized in this Fact Sheet) that would allow public companies to elect to file semiannual reports on new Form 10-S, rather than filing quarterly reports on Form 10-Q. The SEC also proposed amendments to the financial statement reporting requirements of Regulation S-X and other rules and…
On April 28, 2026, Edwin O’Connor, Co-Chair of Goodwin’s Capital Markets practice, participated in the SEC’s Small Business Capital Formation Advisory Committee meeting, where he joined a panel focused on encouraging more initial public offerings (IPOs), particularly among small and middle-market companies. O’Connor’s remarks centered on practical reforms designed to…
The Weinberg Center’s fifth annual “ESG in the Boardroom” program, titled “Shareholder Proposals at the Crossroads: Boards, ESG, and the Future of SEC Rule 14a-8,” held April 28 in Wilmington, Delaware, brought together directors, jurists, advisors, and regulators to examine a governance environment in which boards are operating with less…
As Goodwin’s PCAP discussed in a recent client alert, the staff (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) Division of Corporation Finance on March 13, 2026 published a no-action letter confirming that the Staff would not recommend enforcement action for late filings by directors and officers of foreign…
On March 5, 2026, the SEC issued Release No. 34-104931, granting conditional exemptive relief from the Section 16(a) reporting requirements for directors and officers of certain foreign private issuers (FPIs). Section 16(a) of the Exchange Act generally requires insiders of U.S. public companies to report their beneficial ownership and changes…
The SEC’s Investor Advisory Committee will hold a public meeting on March 12, 2026, at 10:00 a.m. ET at the SEC’s headquarters in Washington, D.C. The meeting will also be webcast on the SEC’s website. The published agenda includes three topics: (1) public company disclosure reform; (2) fund proxy voting;…
On March 4, 2026, SEC Chairman Paul S. Atkins delivered remarks at the Financial Stability Oversight Council’s Artificial Intelligence Innovation Series Roundtable on Strategy and Governance Principles, outlining how the Commission is approaching artificial intelligence as both a regulatory tool and a market development. In his remarks, Chairman Atkins addressed…
In remarks delivered on February 23, 2026 at the U.S. Chamber of Commerce Center for Capital Markets Competitiveness, SEC Chairman Paul S. Atkins reinforced his ongoing agenda aimed at revitalizing U.S. public markets and reversing the long-term decline in the number of public companies. Framing capital formation as central to…