Securities Regulation and Corporate Governance Monitor

Editor

Gina Hancock

Partner

The End of (Most) PX14A6G Filings and Other New Proxy/Executive Compensation Interpretations

On January 23, 2026, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission issued several new and updated Compliance and Disclosure Interpretations (“C&DIs”). The new C&DIs include guidance related to proxy rules and executive compensation disclosures.  Other C&DIs issued the same day address additional matters under the proxy rules, tender offer…

Did You Check The Right Box? New SEC Guidance on Clawback Disclosures

On April 11, 2025, the Securities and Exchange Commission (the “Commission”) published six new Compliance & Disclosure Interpretations (“C&DIs”) relating to the Form 10-K restatement and clawback analysis check boxes and the related disclosures under Item 402(w) of Regulation S-K available here.

Riding Out the Storm: A (Non-Exhaustive) Punch List for Compensation in Volatile Times

During any period of business uncertainty, board and compensation committee members, executive management teams and human resources leaders will feel pressure to act quickly. A singular proven strategy underscored successful compensation decisions through both the 2008 financial crisis and the COVID-19 pandemic—zoom out far enough to see the full picture and act in a manner…