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.
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.
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.
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.
SEC Proposes Amendments to Permit Optional Semiannual Reporting by Public Companies
Companies evaluating the alternatives would need to consider a number of factors addressed in this update, including investor expectations and any reporting obligations under debt agreements.
Gibson Dunn ESG: Risk, Litigation, and Reporting Update (March 2026)
We are pleased to provide you with Gibson Dunn’s ESG Risk, Litigation, and Reporting update covering the following key developments during March 2026. Please click on the links below for further details.
SEC Staff Issues Exemptive Relief Allowing 10-Business Day Equity Tender Offers
It is clear that the exemptive relief will provide public and private companies with significantly more flexibility in the structuring and timing of their transactions.
EDGAR Access Delays and Conditional No-Action Relief for Section 16(a) Filers
On March 12, 2026, the Staff provided domestic and first-time foreign private issuer Section 16 filers with conditional no-action relief. If Section 16(a) filings cannot be timely made by the March 18, 2026 deadline under the Holding Foreign Insiders Accountable Act due to delays in obtaining EDGAR access, filings can be made by April 1, 2026, provided certain conditions are met. Reproduced below are the updated FAQs.
Attention: March 18, 2026 Section 16(a) Reporting for Foreign Private Issuers’ Directors and Officers and Clarifications on Who is Exempt
On March 5, 2026, the Securities and Exchange Commission (SEC) granted exemptive relief from the upcoming March 18, 2026 Section 16(a) reporting deadline applicable to directors and officers of foreign private issuers (FPIs) organized in a “qualifying jurisdiction,” who are subject to a “qualifying regulation[1]”. See our client alert for more details.
Update: Foreign Private Issuer Director & Officer Section 16 Reporting Starts March 18, 2026
On February 27, 2026, the Securities and Exchange Commission (SEC) adopted final rules and form amendments implementing the Holding Foreign Insiders Accountable Act (the HFIAA). The HFIAA, signed into law on December 18, 2025 as part of the National Defense Authorization Act for Fiscal Year 2026, amended Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) to extend insider reporting obligations to directors and officers of foreign private issuers (FPIs). Historically, such individuals were exempt from Section 16 reporting. See our prior blog post here for additional background.
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 rules and schedules, and Securities Act matters, which we address in this Client Alert.
Section 16 Insider Reporting Requirements Extended to Foreign Private Issuers Directors and Officers
Tucked within the National Defense Authorization Act of Fiscal Year 2026 (the NDAA) are the provisions of the Holding Foreign Insiders Accountable Act (the HFIAA). The HFIAA was signed into law on December 18, 2025 and amends Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) to extend Section 16(a) reporting obligations to the directors and officers of foreign private issuers (FPIs). Prior to its enactment, directors and officers of FPIs were exempt from such reporting requirements.
Initial Impacts of the Government Shutdown on SEC Operations
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.
SEC Issues Updates to Beneficial Ownership Reporting C&DIs
On July 11, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) announced that it updated certain Compliance and Disclosure Interpretations (“C&DIs”) related to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting. The updated C&DIs, including comparisons to previously issued C&DIs that the SEC provided, have been compiled in Annex A.
Things To Do This Week: Validate EDGAR Codes
Those lucky individuals who are responsible for EDGAR codes (for companies and Section 16 filers) are strongly encouraged to confirm this week that those EDGAR codes, specifically the CCCs (CIK Confirmation Codes) and Passphrases, are both (1) valid AND (2) current. EDGAR codes are valid if they are correct and are current if they have been established or reset since September 2019. Valid and current CCCs and Passphrases will be required to enroll in EDGAR Next via the EDGAR Next dashboard, and after Friday, March 21, the process for obtaining valid and current codes will be more tedious.
SEC Corp Fin Staff Updates Guidance on Lock-Ups, Written Consents and Financing Matters in Tender Offers and Business Combination Transactions
On March 6, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published several updates to its Compliance and Disclosure Interpretations (“C&DIs”) relating to merger transactions and tender offers. Key updates are set forth below.