Public Companies

On May 5, 2026, the SEC proposed to permit public companies to file semiannual reports instead of quarterly reports. If adopted, companies subject to Exchange Act Section 13(a) or 15(d) that currently file quarterly reports on Form 10-Q could elect to file one semiannual report on new Form 10-S and one annual report on Form…

On April 16, 2026, the SEC’s Division of Corporation Finance issued an exemptive order permitting certain tender offers for equity securities to remain open for as few as 10 business days rather than the current 20-business-day minimum under Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a). The Division said the relief is intended to address market inefficiencies…

In our February 20, 2026 client alert titled “New Reporting Obligations for Directors and Officers of Foreign Private Issuers,” we outlined the Holding Foreign Insiders Accountable Act (HFIAA) and the new reporting requirements under Section 16(a) of the Exchange Act for the officers and directors of foreign private issuers (“FPIs”) registered with the…

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…

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,”…

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…

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…