In a significant dinner speech on October 9, at the John L. Weinberg Center for Corporate Governance, SEC Chairman Atkins signaled the SEC’s willingness to take a step that could significantly alter the landscape for shareholder proposals submitted under Exchange Act Rule 14a-8, by allowing companies (at least, Delaware companies) to exclude precatory/non-binding shareholder proposals. In practice, the vast majority of Rule 14a-8 shareholder proposals are precatory. The speech is available here: SEC.gov | Keynote Address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala
Updated Guidance Regarding IPOs During the Shutdown
On October 9, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance updated Q&As addressing the implications of the government shutdown to help facilitate IPOs that companies seek to price during the government shutdown.
Companies Can Launch IPO with Price Range
Rule 430A allows companies to omit pricing and price-dependent information from the form of prospectus filed as part of a registration statement that is “declared effective” by the SEC. The updated Q&As provide that companies seeking to conduct an IPO during the government shutdown may continue to rely on Rule 430A, providing flexibility to launch and price IPOs during the shutdown period.
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 Staff Permits Groundbreaking Retail Shareholder Voting Program To Implement Standing Voting Instructions
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.
Congratulations to Our Partner Jim Moloney
We, the partners of Gibson Dunn’s Securities Regulation and Corporate Governance Practice Group, are proud to congratulate our friend and colleague James J. Moloney on his appointment as the Director of the Division of Corporation Finance at the Securities and Exchange Commission.
Reminder for Resource Extraction Issuers: Form SD Due by September 29, 2025
As previously reported on our Securities Regulation and Corporate Governance Monitor here and here, domestic and foreign “resource extraction issuers” are required to annually disclose information about certain payments made to foreign governments or the U.S. federal government on Form SD. For companies with a December 31, 2024 fiscal year end, this year’s form will be due by September 29, 2025.
SEC Launches Capital Markets Statistics and Data Visualization Webpage
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.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of July 2025. 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.
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.
SEC Announces New Leadership Changes
Earlier today, the Commission issued a small wave of press releases announcing several new hires at the SEC. Thus initiating the process of filling several key vacancies, including:
- Director of the Division of Investment Management – Brian Daly
- Director of Trading & Markets – Jamie Selway
- Chief Accountant – Kurt Hohl
- Chief External Affairs Officer – Erik Hotmire
We expect more announcements to follow, including a new Director of the Division of Corporation Finance. Stay tuned!