The SEC’s recent policy change on issuer-investor mandatory arbitration provisions has prompted quick reactions from proxy advisors and early adopters in the market—setting the stage for renewed debate over whether companies should consider arbitration requirements in their governing documents. Mandatory arbitration provisions require investors to arbitrate, rather than litigate, disputes…
Glass Lewis has released its 2026 Benchmark Policy Guidelines, along with its 2026 Benchmark Policy Guidelines on Shareholder Proposals and ESG-related issues, introducing several notable changes ahead of the upcoming proxy season. Key Updates for 2026 Enhanced Pay-for-Performance Evaluation Glass Lewis has updated its pay-for-performance model to adopt a scorecard-based…
On December 2, 2025, SEC Chairman Paul Atkins spoke at the New York Stock Exchange about the current state of U.S. capital markets, the challenges they face, and potential reforms to strengthen them. As the United States approaches its 250th anniversary, the Chairman highlighted the history of the markets and…
On November 17, 2025, the SEC issued a statement from the Division of Corporation Finance which announces a significant change in the Division’s involvement in the annual shareholder proposal season. Noting “current resource and timing considerations following the lengthy government shutdown and the large volume of registration statements and other…
On November 12, 2025, the 43-day U.S. federal government shutdown ended when legislation was enacted that funds most federal agencies until January 30, 2026, and the SEC Staff returned to work on November 13, 2025. Upon reopening, the Staff of the SEC’s Division of Corporation Finance issued guidance regarding the…
On the first day of the 2025 Proxy Disclosure Conference & 22nd Annual Executive Compensation Conference in Las Vegas, Dave Lynn was a keynote speaker on two panels entitled “Former Corp Fin Staff on Corp Fin’s Agenda” and “The SEC All-Stars: Proxy Season Insights.” Dave Lynn is a Senior Editor…
The SEC Division of Corporation Finance has updated its October 1, 2025 guidance regarding actions in advance of a potential government shutdown, with the revised version dated October 9, 2025. The most significant substantive change relates to update guidance in response to the question of whether registrants can file an…
Absent action by Congress, a lapse in appropriation will occur following the end of the federal government’s fiscal year on September 30. In the event of a lapse in appropriations, it is expected that the SEC’s normal operations will be curtailed, as has been the case in prior government shutdown…
On September 10, 2025, the SEC announced that an open meeting will be held on September 17, 2025 and the agenda items include: Whether to issue a policy statement addressing the presence of a provision requiring arbitration of investor claims arising under the federal securities laws and its impact on…
On September 10, 2025, the SEC announced that James J. Moloney, a partner at Gibson Dunn, has been named Director of the agency’s Division of Corporation Finance, effective in October. He previously served on the SEC Staff in the Division of Corporation Finance from 1994 to 2000. The announcement notes…