Companies will be able to take advantage of a high-velocity, more flexible mechanism to optimize balance sheets and have the ability to more nimbly conduct liability management exercises in a single calendar week, while reducing exposure to market and interest rate volatility.
In a Decision of First Impression, the Court of Chancery Applies Amended Section 144’s “Heightened” Director Exchange-Based Independence Presumption
The decision provides meaningful guidance on the interaction between Section 144’s new “heightened” presumption—that directors deemed independent under applicable national securities exchange rules are also presumed to be disinterested under Section 144—and Court of Chancery Rule 23.1’s well-established demand-futility standard.
Updated Summary of Director Education Opportunities Now Available (July 2026)
Gibson Dunn’s summary of director education opportunities has been updated as of July 2026. 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. Some of the new opportunities are available for both public and private companies’ boards.
Gibson Dunn ESG: Risk, Litigation, and Reporting Update (May 2026)
We are pleased to provide you with Gibson Dunn’s ESG Risk, Litigation, and Reporting update covering the following key developments during May 2026. Please click on the links below for further details.
Key Current Securities and Governance Issues for Boards of Directors
Navigating recent SEC rule proposals, shifting investor engagement, and other new securities regulation and corporate governance developments.
SEC Proposes Rescission of Climate-Related Disclosure Rules
It will be important to the comment process for commenters to submit their views on the Proposal. A well-developed administrative record—including from those who support the Proposal—helps inform the Commission’s deliberations and supports the durability of any final action.
SEC Proposes Amendments to Streamline and Recalibrate Filer Status Determinations and Related Reporting Obligations
The SEC is seeking comments on a variety of aspects of the proposed amendments, including on whether any additional accommodations for SNFs may be appropriate.
SEC Proposes Broad Amendments to Registered Offering Framework
The proposals reflect the most coordinated effort in two decades to address concerns about the shrinking public-company population, the high fixed costs of public-company status for smaller issuers, and the friction that state-level review imposes on unlisted registered offerings.
Update: May 20, 2026 Order Granting Additional Directors and Officers of Certain Foreign Private Issuers an Exemption from Section 16 (a) Reporting
On May 20, 2026, the Securities and Exchange Commission (SEC) updated its grant of exemptive relief from Section 16(a) reporting requirements for directors and officers of foreign private issuers (FPIs) organized in a “qualifying jurisdiction,” who are subject to a “qualifying regulation[1]”. Three additional “qualifying jurisdictions” were added: Australia, India and Singapore.
Gibson Dunn ESG: Risk, Litigation, and Reporting Update (April 2026)
We are pleased to provide you with Gibson Dunn’s ESG Risk, Litigation, and Reporting update covering the following key developments during April 2026. Please click on the links below for further details.