Legislation that will subject non-US companies that publicly report in the U.S. to short-swing profits liability rules under Section 16 of the Exchange Act is embedded in the annual defense funding bill that has passed in the House and goes to the Senate as early as next week. The requirement would apply to companies that
SEC Again Extends Short Sale and Securities Lending Rules’ Compliance Deadlines to 2028 While It Considers Response to Court Ruling
On December 3, 2025, the Securities and Exchange Commission (the “SEC”) issued an exemptive order to postpone the compliance deadline for Rule 13f-2 under the Securities Exchange Act of 1934 by two years. The new deadline for compliance is January 2, 2028. Rule 13f-2 was adopted in October 2023 and compliance had already been extended
Glass Lewis Abandons Benchmark Voting Policies
Glass Lewis, one of the two large proxy advisory firms to institutional investors, announced earlier this month that it would no longer employ standardized “benchmark” voting policies, but instead customize policies on a client-by-client basis. It explained the shift by citing “[r]apid advances in technology, especially AI, that are enabling highly customized approaches to voting,”
SEC Guidance on the Government Shutdown
As of 12:01 am on October 1, 2025, congressionally appropriated funding lapsed for most operations of the United States government. Though the government has shut down, business continues, and market participants that need to interact with the Securities and Exchange Commission (the “SEC”) in order to complete a transaction may encounter delays. Below is a
Corp Fin Allows “Auto-Voting” for Retail Shareholders
On September 15, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission said that it will not recommend enforcement action if Exxon Mobil Corporation implements its proposed Retail Voting Program. See the no-action letter available here. Exxon’s proposed program would allow its retail shareholders to set standing voting
Nasdaq Proposes to Allow Trading of Tokenized Securities
On September 8, 2025, the Nasdaq Stock Market submitted a proposed rule change to the Securities and Exchange Commission that, if implemented, would allow for the trading and settlement of tokenized securities. Nasdaq points out that even traditional securities are traded in electronic format, and that it should not be a stretch to allow settlement using
SEC Releases Statement on Short Sale and Securities Lending Rules Following Remand by 5th Circuit U.S. Court of Appeals
A three judge panel of the U.S. Court of Appeals for the Fifth Circuit recently remanded two rules adopted by the SEC in 2023 for further consideration – Rule 13f‑2 (the short sale rule) and Rule 10c1‑a (the securities lending rule), stating that the agency did not properly consider the cumulative economic impact of the
SEC Releases Unsurprising But Ambitious Spring 2025 Regulatory Agenda
- Crypto assets:
The SEC Under Paul Atkins – What to Expect for Registered and Private Offerings, Climate-Related Disclosure, Consolidated Audit Trail, Digital Assets, and Agency Re-Organization
Paul Atkins, who has been nominated by President Trump to serve as Chairperson of the Securities & Exchange Commission, last week completed a short confirmation hearing before the U.S. Senate Banking Committee. Despite its brevity, the hearing provided meaningful clues to Mr. Atkin’s plans if he is confirmed by the Senate to lead the SEC, which appears reasonably assured to occur. On April 3, 2025, the Senate Banking Committee approved his nomination with a vote 13 to 11.
Paul Atkins previously served on the staff of SEC Chairman Richard Breeden, as an SEC Commissioner from 2002 to 2008, and as a member of the Congressional Oversight Panel for the Troubled Asset Relief Program, or TARP following the 2008 financial crisis. Most recently, he founded and ran a regulatory and compliance consulting company.
The SEC Votes to “End its Defense” of Climate Change Rules
As previously reported, SEC Asks Court to Put Climate Change Litigation on Hold, the SEC had asked the court to suspend litigation in the U.S. Court of Appeals for the 8th Circuit challenging its new climate change disclosure rules. Last week, the Commission announced that it had voted to “end” its defense of