On Friday, September 25, 2026, the SEC’s Division of Corporation Finance updated a large batch of its Compliance and Disclosure Interpretations (CFIs). It revised seven CFIs and withdrew 26 across a variety of topics.
Continue Reading Corp Fin Updates Its Compliance and Disclosure Interpretations: 7 Revised, 26 WithdrawnRegulation Changes
SEC Proposes Eliminating Rule 14a-8: What the Proposed Rescission of the Federal Shareholder Proposal Rule Means for Public Companies and Proxy Season
By Sehrish Siddiqui on
On September 16, the SEC proposed to rescind Rule 14a-8, the longstanding rule governing when companies must include shareholder proposals in their proxy materials. The Commission also proposed amendments to Rule 14a-4(c) that would expand the circumstances in which companies may exercise discretionary voting authority over certain shareholder proposals not included in their proxy materials.
… Continue Reading SEC Proposes Eliminating Rule 14a-8: What the Proposed Rescission of the Federal Shareholder Proposal Rule Means for Public Companies and Proxy SeasonNo More SEC Responses to Rule 14a-8 No-Action Requests: What Public Companies Should Know for the Upcoming Proxy Season
By Sehrish Siddiqui on
On August 14, 2026, the SEC’s Division of Corporation Finance (Corp Fin) announced a significant change to the shareholder proposal process: effective immediately, and until further notice, Corp Fin will no longer respond to any Rule 14a-8 no-action requests.
Continue Reading No More SEC Responses to Rule 14a-8 No-Action Requests: What Public Companies Should Know for the Upcoming Proxy Season
Simplifying the Public Company Framework: Understanding the SEC’s Filer Status Reform Proposal
Posted in Regulation Changes, SEC Guidance
The SEC’s proposal would consolidate the existing filer status categories by eliminating the accelerated filer and SRC designations and creating a streamlined framework consisting of large accelerated filers, non-accelerated filers, a sub-category of small non-accelerated filers and EGCs. Under the proposal, the disclosure scaling and accommodations currently available only to SRCs and EGCs would be extended to all non-accelerated filers, which would encompass approximately 81% of all current public companies. However, large accelerated filers, the companies subject to the most extensive requirements, would still account for approximately 93.5% of total public market float.…
California Update: Implementation of SB 261 Paused Pending Appeal
By Sehrish Siddiqui on
Posted in ESG, Regulation Changes
On Tuesday, November 18, the U.S. Court of Appeals for the Ninth Circuit paused implementation of California’s Senate Bill 261, the Climate-related Financial Risk Act (SB 261), pending appeal.
Continue Reading California Update: Implementation of SB 261 Paused Pending AppealSEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for Issuers
By Katy Presson & Jonathan Stanley on
On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made under the Securities Act of 1933, as amended (Securities Act) and the Exchange Act of 1934, as amended (Exchange Act).
Continue Reading SEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for IssuersBest Practices for AI Disclosures in SEC Filings: Ensuring Transparency and Consistency
By Kevin Douglas & Justin Hay on
The rapid evolution of artificial intelligence (AI) is prompting an increase in AI-related disclosures in public companies’ SEC filings, a trend that is expected to continue.
Continue Reading Best Practices for AI Disclosures in SEC Filings: Ensuring Transparency and ConsistencyPCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year Dynamics
By Danielle Hunt, Jonathan Stanley & Bradley Yenter on
Posted in Regulation Changes, SEC Guidance
The Public Company Accounting Oversight Board (PCAOB) delayed the adoption of a final rule with respect to its June 2023 proposal (Proposal) to increase auditors’ responsibility to evaluate and disclose a public company’s noncompliance with laws and regulations (NOCLAR). While the PCAOB originally indicated the Proposal would be adopted in 2024, the PCAOB’s website now states there will be no further action on the Proposal until 2025.
Continue Reading PCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year DynamicsUpdate (and Refocus) on California Climate Disclosures
By Sehrish Siddiqui on
As anticipated, on September 27, California Governor Gavin Newsom signed into law Senate Bill 219 (SB 219), after the California legislature passed it on August 31, 2024. SB 219 amends the Climate Corporate Data Accountability Act (SB 253) and the Climate‐Related Financial Risk Act (SB 261), both of which are summarized in our previous blog post.
Continue Reading Update (and Refocus) on California Climate DisclosuresJust In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)
By Sehrish Siddiqui on
On June 24, the Securities and Exchange Commission (SEC) released five additional Compliance and Disclosure Interpretations for Item 1.05 of Form 8-K (Material Cybersecurity Incidents). These interpretations provide additional guidance as to whether and when materiality determinations should be made and when related reporting obligations arise.
Continue Reading Just In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)