Securities Regulation and Corporate Governance Monitor

EDGAR Closed December 24, 2025 Through December 26, 2025

| Posted by Gibson, Dunn & Crutcher LLP Topic(s): Capital Markets; Disclosure; IPOs; Miscellaneous; Registration Statements; Securities Regulation

On December 22, 2025, the SEC announced that the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system will be closed from Wednesday, December 24, 2025 through Friday, December 26, 2025, in observance of the federal holiday. During this time, EDGAR filing websites will not be operational, SEC filings will not be accepted on EDGAR, and EDGAR Filer Support will be closed.

EDGAR operations will resume on Monday, December 29, 2025. The announcement also explained that any SEC filings due on December 24, December 25, or December 26, 2025 will be considered timely if filed on December 29, 2025, EDGAR’s next operational business day.

California Announces It Will Not Enforce Climate-Related Risk Reporting Law (SB 261)

| Posted by Ronald O. Mueller; Julia Lapitskaya; Lauren M. Assaf-Holmes Topic(s): Disclosure; Environmental/Climate Change; ESG

As previously reported, California’s SB 261 would have required U.S. companies (public and private), other than insurers, with more than $500 million in annual revenue that do business in California to publish their first climate-related financial risk report on or before January 1, 2026. See California’s Health and Safety Code Section 38533 (as adopted by Senate Bill 261 and subsequently amended).

This is no longer the case:

  • On November 18, 2025, the U.S. Court of Appeals for the Ninth Circuit enjoined the law pending an appeal by a coalition of leading business organizations challenging its constitutionality in the ongoing legal proceeding. The case is Chamber of Commerce of the United States et al. v. Sanchez et al., No. 25-5327 (9th Cir.).
  • On December 1, 2025, the California Air Resources Board (“CARB”), the state agency responsible for enforcing SB 261, responded to the injunction by posting an enforcement advisory stating it would not enforce the law “against covered entities for failing to post and submit reports by the January 1, 2026, statutory deadline.” Instead, CARB “will provide further information—including an alternate date for reporting, as appropriate—after the appeal is resolved.”

This advisory resolves any question as to whether the court’s injunction applied only to the parties to the case and their members by stating that all in-scope companies are no longer expected to publish a climate-related risk report by the original January 1, 2026 deadline. CARB has posted a docket and instructions for companies who nonetheless wish to voluntarily submit a report.

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Post-Shutdown Guidance for Registration Statements: Stay the Course or Get in Line

| Posted by Atma Kabad; Hillary H. Holmes; Andrew L. Fabens; Stewart McDowell; Peter Wardle; Jinhua Zhang Topic(s): Corporate Governance; Securities Regulation

With the U.S. government reopening after a 43-day shutdown, the Securities and Exchange Commission Division of Corporation Finance (the “Division”) issued new Q&As on November 13, 2025 addressing certain post-shutdown issues, including the treatment of pending registration statements and proxy statements that were filed during the shutdown. Importantly, the guidance provides that:

  • Issuers that filed new or amended registration statements without a delaying amendment during the government shutdown do not need to file an amendment to their registration statements to add a delaying amendment. Those registration statements will still become effective automatically 20 days after the filing date under Section 8(a) of the Securities Act of 1933 (the “Securities Act”).
  • Issuers that filed new or amended registration statements without a delaying amendment during the government shutdown can still rely on Rule 430A, which provides a basis for companies to launch IPOs with a price range on the cover of their prospectus notwithstanding that the registration statement will become effective automatically.
  • If an issuer that filed a registration statement without a delaying amendment wishes to have the registration statement declared effective before the automatic 20-day period ends, it will need to file an amendment to its registration statement to include a delaying amendment and request acceleration under Rule 461.
  • For proxy statements and information statements, companies may proceed to file definitive materials once the 10-day waiting period has passed, even if the preliminary versions were filed during the government shutdown, except if the Division indicated that it would review the filing prior to the government shutdown.

The Division reminded issuers that the liability and anti-fraud provisions of the federal securities laws apply to registration statements that go effective automatically under Section 8(a), and that such issuers must ensure their filings do not contain material misstatements or omissions of material information required to be stated therein or necessary to make the statements therein not misleading. The Division also indicated that it would continue to review filings that were under review or which the Division indicated that it would review prior to the government shutdown in the order in which the filings were received.

The Division indicated that issuers filed over 900 registration statements during the shutdown and that the staff of the Division will review filings in the order in which they were received, suggesting that response times for comment letters, waivers and interpretive requests may initially take longer than usual until the backlog is cleared. Nevertheless, the guidance reflects the SEC’s intent not to impede IPOs and other securities offerings, allowing companies that filed during the shutdown to proceed under multiple paths.

Gibson Dunn’s lawyers are available to assist with any questions you may have regarding the SEC’s latest guidance and related compliance considerations under federal securities laws and regulations.

Updated Summary of Director Education Opportunities Now Available

| Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

Gibson Dunn’s summary of director education opportunities has been updated as of October 2025. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities.

This quarter’s update to the summary of director education opportunities includes a number of new opportunities as well as updates to the programs offered by organizations that have been included in our prior updates.

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SEC Chairman Atkins Comments on Rule 14a-8 Challenges to Non-Binding Shareholder Proposals, as well as Delaware and Texas Corporate Laws

| Posted by Ronald O. Mueller; Elizabeth A. Ising; Thomas J. Kim; Brian J. Lane Topic(s): Corporate Governance; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

In a significant dinner speech on October 9, at the John L. Weinberg Center for Corporate Governance, SEC Chairman Atkins signaled the SEC’s willingness to take a step that could significantly alter the landscape for shareholder proposals submitted under Exchange Act Rule 14a-8, by allowing companies (at least, Delaware companies) to exclude precatory/non-binding shareholder proposals. In practice, the vast majority of Rule 14a-8 shareholder proposals are precatory.  The speech is available here: SEC.gov | Keynote Address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala

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Updated Guidance Regarding IPOs During the Shutdown

| Posted by Andrew L. Fabens; Hillary H. Holmes; Brian J. Lane; Stewart McDowell; Atma Kabad Topic(s): Capital Markets; IPOs

On October 9, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance updated Q&As addressing the implications of the government shutdown to help facilitate IPOs that companies seek to price during the government shutdown.

Companies Can Launch IPO with Price Range

Rule 430A allows companies to omit pricing and price-dependent information from the form of prospectus filed as part of a registration statement that is “declared effective” by the SEC. The updated Q&As provide that companies seeking to conduct an IPO during the government shutdown may continue to rely on Rule 430A, providing flexibility to launch and price IPOs during the shutdown period.

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Initial Impacts of the Government Shutdown on SEC Operations

| Posted by Mellissa Campbell Duru; Thomas J. Kim; Elizabeth A. Ising; Andrew L. Fabens Topic(s): Capital Markets; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Shareholder Proposals; Underwriters and Agents

Division of Corporation Finance Statements on the Government Shutdown

A partial shutdown of the federal government is on track to occur at 12:01 a.m. ET on Wednesday, October 1, 2025, if Congress is unable to reach agreement on legislation funding the government. The Securities and Exchange Commission (the “SEC”) Division of Corporation Finance (the “Division”) announced today that, after 5:30 p.m. EST, “the Division of Corporation Finance and the Division of Investment Management will not be in a position to act upon any … requests [for effectiveness] until the SEC receives appropriations to fund its operations.” The Division advised that commencing October 1, a limited number of staff would be available to answer questions relating to fee calculations and emergency filing relief and it directed filers needing assistance with such matters to submit a request and contact information to CFEmergency@sec.gov.

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SEC Staff Permits Groundbreaking Retail Shareholder Voting Program To Implement Standing Voting Instructions

| Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Disclosure; Proxy Statements and Annual Meetings; Say on Pay; Securities Regulation; Shareholder Proposals

In a significant no-action letter issued on September 15, 2025 to Exxon Mobil Corporation, available here, the staff of the SEC’s Division of Corporation Finance (the “SEC Staff”) concurred that the company can implement a groundbreaking “Retail Voting Program” allowing retail shareholders to provide a standing instruction under which in future annual meetings their shares will be voted on an on-going basis as recommended by the company’s board of directors. Although the no-action request was issued to Exxon Mobil, other companies should be able to implement similar programs in reliance on the SEC Staff’s concurrence.

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Reminder for Resource Extraction Issuers: Form SD Due by September 29, 2025

| Posted by Harrison Tucker; Hillary H. Holmes Topic(s): Securities Regulation

As previously reported on our Securities Regulation and Corporate Governance Monitor here and here, domestic and foreign “resource extraction issuers” are required to annually disclose information about certain payments made to foreign governments or the U.S. federal government on Form SD. For companies with a December 31, 2024 fiscal year end, this year’s form will be due by September 29, 2025.

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