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.
Securities Regulation
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.
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.
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 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.
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.
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.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of April 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.