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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…
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…
In a settled enforcement action, the Securities and Exchange Commission (“SEC”) charged Shift4 Payments, Inc. (“Shift4”), a payment processing company based in Pennsylvania, with failing to disclose payments made to immediate family members of executive officers and directors as compensation.
Item 404(a) of Reg S-K requires companies describe transactions since the beginning of the last…
On January 21, 2025, SEC Acting Chairman Mark T. Uyeda launched a crypto task force charged with “developing a comprehensive and clear regulatory framework for crypto assets.”
The SEC acknowledged in the announcement that it “has relied primarily on enforcement actions to regulate crypto retroactively and reactively,” resulting in “confusion about what is legal, which…
On December 17, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against Ohio-based Express, Inc. (“Express”). The SEC ultimately found that Express violated Sections 13(a) and 14(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-15(a), 14a-3, and 13a-9 by failing to disclose all of its former…
