The SEC, under Chairman Paul Atkins, is pursuing a sweeping deregulatory agenda aimed at simplifying public company disclosure obligations, promoting capital formation, scaling requirements to company size, and refocusing the...more
5/18/2026
/ Capital Formation ,
Deregulation ,
Disclosure Requirements ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
On May 5, 2026, the U.S. Securities and Exchange Commission ("SEC") proposed what may be the most significant change to periodic reporting requirements in more than 50 years. The proposal would allow U.S. public companies to...more
5/15/2026
/ Comment Period ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Notice of Proposed Rulemaking (NOPR) ,
Proposed Rules ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Since the U.S. Securities and Exchange Commission announced in November 2025 that it would no longer rule on most Rule 14a-8 no-action requests, companies have taken varying approaches to shareholder proposals that continued...more
5/11/2026
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
No-Action Requests ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Reform ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Litigation ,
Shareholder Proposals ,
Shareholders
The decision confirms that Texas corporations can limit shareholder derivative claims to those holding more than 3% of their stock.
...more
4/1/2026
/ Board of Directors ,
Breach of Duty ,
Bylaws ,
Constitutional Challenges ,
Corporate Governance ,
Derivative Suit ,
Domicile ,
Fiduciary Duty ,
New Legislation ,
Ownership Interest ,
Shareholder Litigation ,
Southwest Airlines ,
Statutory Interpretation ,
Texas
The Holding Foreign Insiders Accountable Act ("HFIAA"), which becomes effective on March 18, 2026, removes the historically available exemption from the reporting requirements of Section 16(a) of the Exchange Act ("Section...more
3/12/2026
/ Board of Directors ,
Canada ,
Chile ,
Corporate Officers ,
Directors ,
EU ,
Exemptions ,
Foreign Private Issuers ,
Holding Foreign Companies Accountable Act (HFCAA) ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
A minority stockholder asserted that certain corporate statutory amendments enacted as part of SB 21 are unconstitutional, arguing that they impermissibly divest the Court of Chancery of its equitable jurisdiction and that...more
Through recent speeches and other public statements, Chairman Paul Atkins of the Securities and Exchange Commission (the "SEC") and Director James Moloney of the Division of Corporation Finance reiterated that significant...more
2/25/2026
/ Capital Formation ,
Disclosure Requirements ,
Division of Corporate Finance ,
Investment ,
Investors ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Reform ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
A stockholder sought a judgment declaring that certain provisions of a stockholders agreement were facially invalid and unenforceable under 8 Del. C. § 141(a). The Court of Chancery found that the plaintiff's claims were...more
The U.S. Securities and Exchange Commission ("SEC") will accept comments suggesting specific reforms to Regulation S-K's disclosure requirements until April 13, 2026.
On January 13, 2026, SEC Chairman Paul Atkins announced...more
1/16/2026
/ Comment Period ,
Disclosure Requirements ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
President Trump has signed into law the Holding Foreign Insiders Accountable Act (the "Amendment"), which amends Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") to extend Section 16 "insider"...more
12/23/2025
/ Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Filing Deadlines ,
Foreign Private Issuers ,
Insider Trading ,
New Legislation ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Trump Administration
The U.S. government has issued final regulations significantly limiting the situations where a corporation will be liable for the 1% corporate stock buyback tax applicable to public companies.
The Situation: Taxpayers...more
12/1/2025
/ Corporate Taxes ,
Excise Tax ,
Final Rules ,
Internal Revenue Code (IRC) ,
IRS ,
New Regulations ,
Publicly-Traded Companies ,
Share Buybacks ,
Stock Repurchases ,
Take-Private Transactions ,
Tax Legislation ,
Tax Refunds ,
Tax Returns ,
Taxation ,
Treasury Regulations ,
U.S. Treasury
On November 17, 2025, the U.S. Securities and Exchange Commission ("SEC") announced that it will no longer be responding substantively to Rule 14a-8 no-action requests, unless the request relates to whether a proposal is...more
11/21/2025
/ Corporate Governance ,
Litigation Strategies ,
No-Action Letters ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Shareholder engagement has become a continuous, proactive process, requiring active participation from both investors and companies. This year, companies and investors have changed both their expectations and practices...more
At the direction of President Trump, the Securities and Exchange Commission appears poised to propose rules that, if adopted, would permit at least some U.S. public companies to report financial results to the SEC on a...more
10/28/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Form 10-Q ,
Form 8-K ,
Internal Controls ,
Popular ,
Proposed Rules ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trump Administration
This White Paper examines how recent commentary from U.S. Securities and Exchange Commission Chairman Paul Atkins signals a greater role for state law in defining shareholders’ ability to place proposals on company proxy...more
In January 2025, the Northern District of Texas ruled that ESG factors influenced investment decisions by 401(k) plan fiduciaries in violation of the Employee Retirement Income Security Act ("ERISA"), despite those decisions...more
10/14/2025
/ 401k ,
Benefit Plan Sponsors ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Fiduciary ,
Fiduciary Duty ,
Investment ,
Investment Management ,
Proxy Advisors ,
Proxy Voting ,
Retirement Plan
On September 4, 2025, the Securities and Exchange Commission ("SEC") released its Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions (the "Agenda"), providing insight into the SEC's rulemaking priorities under...more
9/22/2025
/ Capital Formation ,
Corporate Counsel ,
Cryptoassets ,
Digital Assets ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
The SEC's Division of Corporate Finance has granted ExxonMobil's no-action request to enable automatic voting for its retail investors....more
9/18/2025
/ Corporate Governance ,
Division of Corporate Finance ,
Equity Compensation ,
Exxon Mobil ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transfer Agents
Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time,...more
7/8/2025
/ Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Fiduciary Duty ,
Market Volatility ,
Risk Assessment ,
Risk Management ,
Shareholders ,
Stakeholder Engagement ,
Succession Planning ,
Transparency
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more
7/8/2025
/ Attorney's Fees ,
Business Court ,
Business Entities ,
Business Formation ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Derivative Suit ,
Disclosure ,
Duty of Care ,
Incorporation ,
Jury Trial ,
Legislative Agendas ,
New Legislation ,
Regulatory Reform ,
Shareholder Rights ,
Shareholders ,
Stocks ,
Subject Matter Jurisdiction ,
Texas
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis. SB 2337 aims to...more
6/26/2025
/ Business Advice ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment ,
New Legislation ,
Proxy Advisors ,
Regulatory Reform ,
Regulatory Requirements ,
Shareholder Proposals ,
Texas
On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more
3/27/2025
/ Amended Legislation ,
Board of Directors ,
Business Litigation ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Doing Business ,
Fiduciary Duty ,
Jurisdiction ,
New Legislation ,
Regulatory Reform ,
Risk Management ,
Shareholders
On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and...more
On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more
The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more