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)…
On July 9, 2026, the Staff of the SEC’s Division of Corporation Finance issued six new Corporation Finance Interpretations (CFIs), including Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting CFIs 105.08, 105.09, 105.10, 110.09 and 110.10, and Proxy Rules and Schedules 14A/14C CFI 155.02. The new…
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…
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…
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…
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 July 24, 2025, Institutional Shareholder Services (ISS) announced the launch of its Annual Global Benchmark Policy Survey. In its announcement, ISS notes: This year’s survey begins with core governance topics, including shareholder rights in relation to multi-class capital structures, considerations with regard to shareholder proposals, and board governance, with…
As the Trump Administration approaches 100 days in office, we explore the key policy shifts and regulatory changes affecting business and markets across industries in our New Directions Audio Series. For public companies and companies seeking to raise capital, we discuss the SEC’s latest initiatives on capital raising, and we also…
Paul Atkins was confirmed as the Chairman of the SEC on Wednesday by a vote of 52-44. He will serve during the remainder of former Chair Gary Gensler’s term, which expires on June 5th, 2026. Paul Atkins served as an SEC Commissioner from 2002 to 2008, and prior to that…
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s order related to the rule that required companies listed on Nasdaq to include a board diversity matrix in their proxy filing or on their website. Despite the Nasdaq board diversity matrix…