On October 15, 2026, the SEC’s Division of Corporation Finance issued new and revised Corporation Finance Interpretations (CFIs) providing additional flexibility for registering compensatory awards, including awards assumed in acquisitions and granted before an IPO. The guidance also clarifies registration fees for retirement plans and Form 4 filing deadlines for…
On October 7, the SEC issued a report of investigation under Section 21(a) of the Exchange Act addressing whether members of Climate Action 100+ (CA100) violated the beneficial ownership reporting provisions of the Exchange Act in connection with the election of dissident directors nominated by Engine No. 1 at the…
On October 7, the SEC posted notice and immediate effectiveness of a Nasdaq amendment to Listing Rule 5505, which will require a minimum $4 stock price for initial listing on the Nasdaq Capital Market. This will eliminate the alternative price standards that had permitted the listing of securities priced between…
On September 29, 2026, the SEC’s Division of Corporation Finance issued a no-action letter in response to a request from Tesla, Inc. (Tesla) indicating that the Division would not recommend enforcement action to the Commission if Tesla proceeded with its proposed issuer voluntary retail voting program. Of note, the Tesla…
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…
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…
At the end of August 2026, the SEC submitted three significant rulemaking projects to the Office of Information and Regulatory Affairs (OIRA) that would impact public companies and capital raising. OIRA updated its dashboard to indicate that these rulemakings are now subject to OIRA review. While OIRA has up to…
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 14, 2026, the SEC’s Division of Corporation Finance announced that it would discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1), unless and until the Division announces otherwise. The Division also indicates that will no longer respond to notices filed under Rule 14a-8(j)…