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.
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.
New Considerations for Reporting Beneficial Ownership by The Vanguard Group in Company Proxy Statements
In June 2025, The Vanguard Group, Inc. (“VGI”) announced plans to establish two wholly owned U.S. investment advisors, Vanguard Capital Management (“VCM”) and Vanguard Portfolio Management (“VPM”), each of which consists of distinct investment management teams and investment stewardship teams to manage various funds. In early January, Vanguard announced that it had completed this internal realignment.
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.