Disclosure

Section 16 Insider Reporting Requirements Extended to Foreign Private Issuers Directors and Officers

December 24, 2025 | Posted by Mellissa Campbell Duru; Eric Scarazzo Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

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.

Beginning on March 18, 2026, FPI directors and officers will be required to publicly report their beneficial ownership, and all transactions involving the equity securities of, an FPI that is listed on a U.S. securities exchange or registered with the Securities and Exchange Commission (SEC). As a result, the Section 16(a) insider reporting obligations of FPI directors and officers will, for the first time, largely mirror the insider reporting requirements of directors and officers of U.S. domestic issuers.

In light of the upcoming March 18, 2026 reporting deadline, FPIs should immediately begin evaluating the new Section 16(a) reporting requirements, consider the build out of their Section 16(a) compliance protocols, and should commence educating and assisting their directors and officers, who will be affected by the changes ahead.

EDGAR Closed December 24, 2025 Through December 26, 2025

December 22, 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)

December 2, 2025 | 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.

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

September 16, 2025 | 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.

SEC Launches Capital Markets Statistics and Data Visualization Webpage

August 13, 2025 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Capital Markets; Disclosure; Financial Statements; IPOs; Private Placements; Registered Securities Offerings; Securities Regulation

As described more fully in this press release, today the Securities and Exchange Commission announced a new statistics and data visualization webpage that includes statistics and graphics on key elements of the capital markets, such as initial public offerings, exempt offerings, corporate bond offerings, reporting issuers, municipal advisors, transfer agents, and household participation in the capital markets.

SEC Issues Updates to Beneficial Ownership Reporting C&DIs

July 15, 2025 | Posted by Mellissa Campbell Duru; James J. Moloney; David Korvin Topic(s): Disclosure; Securities Regulation

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.

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

April 16, 2025 | Posted by Gina Hancock; Krista P. Hanvey; James J. Moloney Topic(s): Corporate Governance; Disclosure; Securities Regulation

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.

Additional Helpful Updates to SEC’s S-3 Registration and Foreign Private Issuer C&DIs

March 31, 2025 | Posted by Hillary H. Holmes; Andrew L. Fabens; Peter Wardle Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

On March 20, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission announced that it has updated certain Compliance and Disclosure Interpretations (“C&DIs”) related to Securities Act forms, Exchange Act forms, Regulation S-K and Securities Act Rules.

Things To Do This Week: Validate EDGAR Codes

March 19, 2025 | Posted by Michael A. Titera; Mellissa Campbell Duru; Julia Lapitskaya; Ronald O. Mueller; Lori Zyskowski Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

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 Expands Accommodations for Draft Registration Statements

March 10, 2025 | Posted by Andrew L. Fabens; Hillary H. Holmes; Peter Wardle; Harrison Tucker Topic(s): Capital Markets; Disclosure; IPOs; Registered Securities Offerings; Registration Statements; Securities Regulation

On March 3, 2025, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) announced that it is further expanding existing accommodations to allow more companies to confidentially submit draft registration statements for nonpublic review. These accommodations provide more flexibility for certain companies to initiate registration of their securities, spin-offs, and other offering processes without making the process initially public.