The Staff of the Division of Corporation Finance has updated several Compliance and Disclosure Interpretations (CDIs) under the Securities Act, proxy rules, and tender offer rules. The changes provide additional clarity on lock-up agreements, exempt solicitations, unexpected dissident consent solicitations, and cross-border tender offers, while communicating expectations concerning notices of…
On January 20, 2026, the Securities and Exchange Commission announced the senior team from the Division of Corporation Finance responsible for advising James Moloney, Director of the Division of Corporation Finance, on all matters the Division has before the Commission, including rulemaking efforts, corporate disclosure matters, and all day-to-day operations…
On January 13, 2026, the SEC announced a significant initiative to reform Regulation S-K. In a statement issued by SEC Chairman Paul S. Atkins, Chairman Atkins observed that Regulation S-K has expanded dramatically since its adoption in 1982, often resulting in disclosures that include large amounts of information that may…
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 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…
The Securities and Exchange Commission has announced the formation of a new Cross-Border Task Force designed to strengthen enforcement efforts against international fraud targeting U.S. investors. This specialized unit will focus on investigating securities law violations by foreign-based companies, with particular attention to market manipulation schemes like “pump-and-dump” operations. The…
If a company’s Form 10-K report for a fiscal year ended December 31 incorporates Part III disclosure by reference from the company’s definitive proxy statement, the company must either file its definitive proxy statement not later than 120 days after the company’s fiscal year end or file a Form 10-K/A…