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...more
On December 11, 2025, President Trump signed an executive order entitled “Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors.” ...more
12/19/2025
/ Department of Labor (DOL) ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Federal Trade Commission (FTC) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment Advisers Act of 1940 ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Trump Administration
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...more
12/12/2025
/ Articles of Incorporation ,
Bylaws ,
Corporate Governance ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Glass Lewis ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Mandatory Arbitration Clauses ,
Proxy Advisors ,
Publicly-Traded Companies ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Glass Lewis has released its 2026 Benchmark Policy Guidelines, along with its 2026 Benchmark Policy Guidelines on Shareholder Proposals and ESG-related issues, introducing several notable changes ahead of the upcoming proxy...more
12/8/2025
/ Arbitration Agreements ,
Benchmarks ,
Board of Directors ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Governance Standards ,
Mandatory Arbitration ,
Pay-for-Performance ,
Proxy Season ,
Shareholder Proposals ,
Shareholder Rights
On December 2, 2025, SEC Chairman Paul Atkins spoke at the New York Stock Exchange about the current state of U.S. capital markets, the challenges they face, and potential reforms to strengthen them. ...more
As we previously posted, on November 17, 2025, the SEC’s Division of Corporation Finance announced a significant change in how it will engage with shareholder proposal exclusions. Just two days later, on November 19, 2025,...more
In a Friday appearance on Fox Business, SEC Chairman Paul Atkins signaled that the Securities and Exchange Commission is increasingly focused on curbing the influence of proxy advisory firms. ...more
11/18/2025
/ C&DIs ,
Corporate Governance ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
Proposed Rules ,
Proxy Advisory Firms ,
Rulemaking Process ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Trump Administration
The 2025 Proxy Disclosure & 22nd Annual Executive Compensation Conferences, presented by TheCorporateCounsel.net and CompensationStandards.com, were held October 21 – 22, 2025. The conferences brought together leading experts...more
Welcome to Goodwin’s Public Company Advisory News Roundup, which highlights the latest developments with SEC and stock exchange regulatory activity, corporate governance and other topics relevant to public company counseling...more
10/31/2025
/ Artificial Intelligence ,
CARB ,
Class Action ,
Climate Change ,
Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Exxon Mobil ,
GAAP ,
Greenhouse Gas Emissions ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Sustainable Business Practices
On the first day of the 2025 Proxy Disclosure Conference & 22nd Annual Executive Compensation Conference in Las Vegas, Dave Lynn was a keynote speaker on two panels entitled “Former Corp Fin Staff on Corp Fin’s Agenda” and...more
10/22/2025
/ Corporate Governance ,
Disclosure Requirements ,
Executive Orders ,
Professional Conferences ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The SEC Division of Corporation Finance has updated its October 1, 2025 guidance regarding actions in advance of a potential government shutdown, with the revised version dated October 9, 2025. ...more
10/10/2025
/ Capital Markets ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Fees ,
Filing Requirements ,
Government Shutdown ,
Guidance Update ,
Regulatory Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
Welcome to Goodwin’s Public Company Advisory News Roundup, which highlights the latest developments with SEC and stock exchange regulatory activity, corporate governance and other topics relevant to public company counseling...more
10/3/2025
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Exxon Mobil ,
Glass Lewis ,
Government Shutdown ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
No-Action Letters ,
Proxy Season ,
Publicly-Traded Companies ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Shareholders
On June 4, 2025, the Securities and Exchange Commission (“SEC”) published a concept release (“Concept Release”) soliciting public comments on the definition of a foreign private issuer (“FPI”). FPIs are subject to disclosure...more
Public companies are revisiting their disclosures to keep up with recent EOs and SEC developments this proxy season....more
4/22/2025
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Proxy Statements ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration
On March 3, 2025, the staff of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “SEC staff”) announced that, effective immediately, it is enhancing the accommodations available to...more
We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose...more
1/26/2024
/ Accredited Investors ,
Compliance ,
Disclosure Requirements ,
Effective Date ,
Final Rules ,
Form 8-K ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Regulation S-K ,
SEC Comment Letter Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Underwriting
As annual reporting season begins, it is important to take a fresh look at the company’s governance and incident response processes and develop risk-informed and compliant disclosures. While many companies are understandably...more
1/11/2024
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Incident Response Plans ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The 2022 Amendments have removed the requirements that call for proxy advisory firms claiming an exemption from proxy filing rules for solicitations to provide their proxy voting advice to subject companies and provide their...more
The Jumpstart Our Business Startups (JOBS) Act was signed into law by President Barack Obama on April 5, 2012 and aimed to improve access to public capital markets for emerging growth companies. While largely considered a...more
5/24/2022
/ Dodd-Frank ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Pay Ratio ,
Private Placements ,
Proposed Amendments ,
Regulation D ,
Reporting Requirements ,
Safe Harbors ,
Shareholder Proposals ,
Small Offering Exemptions
As a significant step in its ongoing initiatives on the disclosure, management and oversight of cybersecurity risks and incidents, on March 9, 2022 the U.S. Securities and Exchange Commission (SEC) proposed new rules that...more
Amendments adopted by the U.S. Securities and Exchange Commission (SEC) have changed a variety of SEC rules, forms and schedules related to disclosure and payment of SEC filing fees. As summarized in an SEC fact sheet, the...more
The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more
12/30/2021
/ Annual Reports ,
Corporate Counsel ,
Disclosure Requirements ,
Final Rules ,
Foreign Corporations ,
Form 10-K ,
Form 20-F ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On December 15, 2021 the U.S. Securities and Exchange Commission (SEC) announced that it had proposed rules that would enhance and expand existing reporting of share repurchases by companies. The most significant proposal...more