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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
The Division of Corporation Finance (the Division) of the Securities and Exchange Commission (SEC) announced its complete exit from the shareholder proposal review process and formally signaled its intention to rescind Exchange Act Rule 14a-8.
On August 14, 2026, the Division issued an Updated Statement regarding the Division’s role in the Rule 14a-8 process…
The Securities and Exchange Commission (SEC) signaled that it will likely move forward this year with a proposal to loosen the so-called “Pay-to-Play Rule” in Rule 206(4)-5 of the Investment Advisers Act of 1940 intending to restrict investment advisers from obtaining business from public pension plans or other government entities in exchange for political contributions…
By Scott Gootee, Eric Mikkelson & Andrew Arbuckle
On July 21, 2026, the Securities and Exchange Commission (SEC) published proposed Regulation E-Delivery, a sweeping overhaul of the framework governing how issuers, broker-dealers, investment advisers and other SEC registrants deliver required disclosures to investors. If adopted, the rule would replace the SEC’s decades-old, guidance-based approach…
By Scott Gootee & Andrew Arbuckle
On June 4, 2026, the U.S. Supreme Court unanimously held that the Securities and Exchange Commission (SEC) is not required to prove investors suffered pecuniary loss before seeking disgorgement of ill-gotten gains. The decision in Sripetch v. Securities & Exchange Commission, 146 S. Ct. 1403 (2026) resolves a…
By Eric Mikkelson & Carissa Occhipinto
On March 17, 2026, the Securities and Exchange Commission (SEC) issued an Interpretative Release related to how federal securities laws will be applied to many cryptocurrency assets and related transactions. This release clarifies the SEC’s approach in an area otherwise historically challenged with much uncertainty, especially with respect to…
Overview
On September 17, 2025, the Securities and Exchange Commission (SEC) issued a final rule and policy statement clarifying that the inclusion of mandatory arbitration provisions between issuers and investors will not affect the staff’s decision to accelerate the effectiveness of registration statements under the Securities Act of 1933. The SEC’s new policy focuses on…
The Delaware Court of Chancery dismissed three claims in Ritchie v. Baker (6/25). Broadly speaking, the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1 because the complaint did not establish that a majority of the demand board faced a substantial likelihood of liability on non-exculpated claims.
The plaintiff sought to…
The SEC has withdrawn proposed rules captioned “Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8″. In conjunction therewith the SEC announced “The Commission does not intend to issue final rules with respect to these proposals.”
The SEC also withdrew 13 other proposed rules related to the Division of Investment Management…
The SEC announced today that it will host a roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The roundtable’s agenda and speakers will be disclosed at a later date.
Concurrently with the announcement of the roundtable, SEC Chairman Paul S. Atkins issued a statement regarding the roundtable, including questions for the staff…
Amongst the issues discussed in a Delaware Chancery Court opinion in a case captioned In re Plug Power Inc. Stockholder Derivative Litigation, was whether SEC comment letters formed a basis for a Caremark Claim.
The Company received five comment letters from the SEC between mid-2018 and early 2021. The letters were dated September 5…
