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!
SEC Staff Updates Rule 10b5-1 Interpretive Guidance
The Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “Commission”) recently updated its interpretive guidance regarding Rule 10b5-1 trading plans. The Division published two new Compliance & Disclosure Interpretations (“C&DIs”), withdrew three previously issued C&DIs, and revised 18 more C&DIs regarding Rule 10b5-1 plans. The updated C&DIs largely align with the Commission’s 2022 amendments to Rule 10b5-1 under the Exchange Act, with many reflecting non-substantive edits to rule references. Below is a summary of the key takeaways from the updated Rule 10b5-1 C&DIs. The updated Rule 10b5-1 C&DIs, including comparisons to previously issued C&DIs that the Commission provided, have been compiled in Annex A.
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.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of April 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.