On September 17, 2025, the Securities and Exchange Commission (SEC) announced that the presence of a mandatory arbitration provision in a company’s governing documents will not impact the agency’s decisions about whether to...more
12/5/2025
/ Arbitration Agreements ,
Class Action ,
Corporate Governance ,
Initial Public Offering (IPO) ,
Jurisdiction ,
Mandatory Arbitration Clauses ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Reform ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Shareholder Litigation
On November 25, 2025, Institutional Shareholder Services (ISS) announced updates to its 2026 benchmark proxy voting policies, which will be applied for shareholder meetings taking place on or after February 1, 2026....more
12/4/2025
/ Board of Directors ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Federal Trade Commission (FTC) ,
Florida ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Season ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholders ,
State Attorneys General
Major proxy advisory firm Glass Lewis announced that it will stop offering its standard benchmark proxy voting guidelines in 2027, and transition clients to differentiated client frameworks. Glass Lewis’ change comes amid a...more
10/21/2025
/ Activist Investors ,
Asset Management ,
Corporate Counsel ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
Proxy Advisory Firms ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
On October 9, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Staff) issued updated guidance applicable to IPO registrants that remove the Rule 473 delaying amendment language in order...more
10/10/2025
/ Corporate Counsel ,
Division of Corporate Finance ,
Filing Requirements ,
Government Shutdown ,
Initial Public Offering (IPO) ,
New Guidance ,
No-Action Letters ,
Regulatory Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On September 30, 2025, the staff of the SEC’s Division of Corporation Finance published a summary of the impact of the government shutdown on the Division’s operations, along with guidance for registrants who have or expect...more
10/1/2025
/ Capital Markets ,
Division of Corporate Finance ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Government Shutdown ,
New Guidance ,
Registration Requirement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Securities Regulation
In a September 17, 2025, policy statement (Policy Statement), the Securities and Exchange Commission (SEC) announced that the presence of a mandatory arbitration provision in a company’s governing documents will not impact...more
On September 15, 2025, the Staff of the U.S. Securities and Exchange Commission’s (SEC’s) Office of Mergers & Acquisition issued a no-action letter to Exxon Mobil Corporation that allows for the adoption of a retail voting...more
9/19/2025
/ Corporate Governance ,
No-Action Letters ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Meetings ,
Shareholders ,
Voting Rights
Our guide to 2026 SEC filing deadlines and financial statement staleness dates (including a color-coded calendar) is now available.
Public companies should factor in these key reporting deadlines, disclosure obligations and...more
7/16/2025
/ Annual Reports ,
Compliance ,
Corporate Counsel ,
Deadlines ,
Disclosure Requirements ,
Filing Deadlines ,
Financial Reporting ,
Financial Statements ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On June 26, 2025, the Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, investors, industry groups and advisors. In his...more
On June 4, 2025, the Securities and Exchange Commission (SEC) issued a concept release soliciting public input on whether the definition of foreign private issuer (FPI) should be amended, particularly given the significant...more
6/9/2025
/ Capital Markets ,
Corporate Governance ,
Financial Markets ,
Foreign Private Issuers ,
Proposed Amendments ,
Public Comment ,
Regulatory Reform ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
5/16/2025
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Incorporation ,
Institutional Investors ,
Private Equity ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Spinoffs
Key Points
- Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management.
- Seeking to influence a company’s executive compensation, or...more
5/16/2025
/ Beneficial Owner ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Institutional Investors ,
Investors ,
New Guidance ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Stakeholder Engagement
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1
The conflict minerals disclosure rules and related guidance have remained at a...more
5/7/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
Filing Deadlines ,
Form SD ,
Mining ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Supply Chain
Paul Atkins has been confirmed as SEC chair, succeeding Acting Chair Mark Uyeda, who initiated significant regulatory actions....more
On March 3, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced that it has expanded the accommodations available to companies for the nonpublic review of draft registration...more
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more
3/6/2025
/ Board of Directors ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Equity Compensation ,
Foreign Investment ,
Insider Trading ,
Proxy Season ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders
The designation of SEC Commissioner Mark Uyeda as the Acting Chair of the U.S. Securities and Exchange Commission (SEC) on January 21, 2025, has resulted in a number of key policy developments. These developments, which we...more
As we noted in the “Prepare for EDGAR Filer Access and Account Management Changes” section in our recent client alert, the Securities and Exchange Commission (SEC) has amended its filer access and account management...more
There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024.
In...more
1/20/2025
/ Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Foreign Private Issuers ,
Form 20-F ,
Investment Management ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Key Points -
- The SEC is set to undergo sweeping changes under the second Trump administration, with a Republican-controlled Commission setting a new agenda.
- The agency is expected to focus on easing regulatory...more
1/16/2025
/ Capital Markets ,
CFTC ,
Cryptocurrency ,
Digital Assets ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Investor Protection ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Trump Administration
The Securities and Exchange Commission (SEC) adopted new Exchange Act Rule 13f-2 and related Form SHO on October 13, 2023, which requires certain institutional investment managers (Managers) to report short-sale information...more
On December 11, 2024, in a 9-8 decision, the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock Market’s (Nasdaq) board diversity rules (the Rules), the Securities and Exchange...more
12/17/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
12/11/2024
/ Annual Meeting ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum...more