The staff of the SEC’s Division of Corporation Finance has announced a significant policy shift in Proxy Rules Revised C&DI Question 126.06 regarding voluntary Notices of Exempt Solicitation under Exchange Act Rule 14a-103. While Rule 14a-6(g)(1) requires persons who engage in a solicitation pursuant to Exchange Act Rule 14a-2(b)(1) and…
At this year’s SRI, a few themes popped up in panels across a range of topics: disclosure trends; governance priorities; and frequently discussed interpretive questions. IPO Comment Letter Timing: Still Long, but Improving Initial comment letters for IPOs are still currently taking longer than the 30-day target reflective of both…
The 53rd Annual Securities Regulation Institute (SRI) opened with remarks from Chair of Goodwin’s Public Company Advisory Practice, Dave Lynn, who is serving as Institute Chair, setting the tone for several days of discussion focused on the most pressing issues facing public companies, boards, and capital markets practitioners. This year’s…
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…
Pursuant to an Executive Order issued last week and as implemented in accordance with this Office of Personnel Management memorandum, the SEC will be closed from Wednesday, December 24, 2025 through Friday, December 26, 2025. U.S. equity and debt markets will be open as previously scheduled on Wednesday, December 24,…
On December 18, 2025, President Trump signed the National Defense Authorization Act (“NDAA”) into law. Among its many provisions, Section 8103—titled the “Holding Foreign Insiders Accountable Act”—introduces a significant development for foreign private issuers (“FPIs”). Section 8103 amends Section 16(a) of the Securities Exchange Act of 1934 to extend its…
On December 11, 2025, President Trump signed an executive order entitled “Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors.” Directly referencing Institutional Shareholder Services (ISS) and Glass Lewis, the order is predicated on the premise that “proxy advisors regularly use their substantial power to advance and prioritize radical politically-motivated…
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…