On August 14, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued an Updated Statement Regarding the Division of Corporation Finance’s Role in the Exchange Act Rule 14a-8 Process[1] (the “Updated Statement”) announcing that the Division will continue and expand its practice of not responding to Rule 14a-8 no-action requests and not expressing any view in response to companies’ notices of their intention to exclude shareholder proposals on any of the bases available under Rule 14a-8. Companies continue to be required under Rule 14a-8(j) to notify the SEC when they intend to exclude Rule 14a-8 shareholder proposals from their proxy materials.
Perpetual Contracts: Product Structure and Recent U.S. Regulatory Developments
This update, the first in a series, explains what Perpetuals are and how they work, and traces recent relevant regulatory developments in the U.S.
Updated Summary of Director Education Opportunities Now Available (July 2026)
A quarterly update of high-quality education opportunities for Boards of Directors.
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.
Delaware Court of Chancery Holds That Statutory Safe Harbor Protects PBC Directors and Revlon’s Stockholder-Value-Maximization Mandate Does Not Apply to PBCs
Once a niche corporate form, the Delaware public benefit corporation (PBC) has become an increasingly significant feature of the corporate landscape, having been adopted by a number of prominent companies, including highly valued private issuers and established public companies. Until two days ago, however, the PBC statute had generated almost no case law on what PBC directors owe their stockholders in a sale of control. That has now changed.
Gibson Dunn ESG: Risk, Litigation, and Reporting Update (June 2026)
We are pleased to provide you with Gibson Dunn’s ESG Risk, Litigation, and Reporting update covering the following key developments during June 2026.
SEC Staff Issues Additional Guidance on Shareholder Activism, Tender Offers, Proxy Matters and Crowdfunding
On July 9, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued a series of interpretations (“CFIs”) that update four sections of the Staff’s CFIs: Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting; Tender Offer Rules and Schedules; Proxy Rules and Schedules 14A/14C; and Regulation Crowdfunding.
New Exemptive Order Modernizes and Significantly Expands Abbreviated Five-Business Day Non-Convertible Debt Tender Offers
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.