On September 16, the SEC proposed amendments to modernize its proxy solicitation framework, address developments since certain requirements were adopted or last amended, and simplify compliance for registrants. The proposal focuses on requirements associated with annual reports, incorporated documents, exempt solicitations, and the broker search process. Continue reading "SEC Proposes Modernization of Proxy..." »

On September 16, the SEC proposed rescinding Rule 14a-8, the shareholder proposal rule, which governs when companies must include shareholder proposals in their proxy materials. Rescission would leave those determinations to state law and company governing documents, where permitted by state law. The SEC concluded that the rule exceeds its statutory authority under Section 14(a) of the Exchange Act and that many of the original justifications for adopting the rule have not been proven or are less relevant today. Continue reading "SEC Proposes Changes to Shareholder Proposal..." »

On September 1st, the SEC proposed revisions to the rules and forms that regulate registered transfer agents, entities that represent an essential part of the US clearance and settlement framework. The rulemaking marks the first substantial update to these rules since the early 1980s. The proposal introduces new rules, amends existing requirements, modernizes significant registration and reporting forms, and rescinds one outdated rule. Continue reading "SEC Proposes Amendments to Enhance Oversight of..." »

On August 18th, the SEC proposed Regulation Crypto Assets, an original framework that details how federal securities laws apply to crypto assets, trading platforms, and brokers. The rulemaking is being proposed as crypto markets continue to expand rapidly, often developing ahead of clear regulatory expectations. The SEC seeks to provide market participants with a clearer understanding of how long‑established securities principles apply and how they improve compliance-related confidence through a more structured approach. Continue reading "SEC Proposes New Regulation Crypto Assets,..." »

The SEC has published its semi-annual report to Congress regarding public and internal use of machine-readable data for corporate disclosures, in compliance with the Financial Data Transparency Act of 2022 (FDTA) signed into law in December 2022. The FDTA requires the SEC to submit this report to both the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives every 180 days through December 23, 2029, when the provision requiring the report concludes. Continue reading "SEC Staff Issues Semi-Annual Report to Congress..." »

The SEC’s Division of Corporation Finance periodically makes informal staff interpretations available to the public via the Financial Reporting Manual (FRM). The update does not make any technical changes; it only includes administrative edits, so none of the sections have date tags added. Continue reading "SEC Updates Financial Reporting Manual" »

On May 19th, the SEC proposed reforms intended to improve the efficiency, resilience, and cost‑effectiveness of registered offerings while remaining focused on providing strong investor protections. The proposal seeks to streamline the public‑company reporting framework and more closely align disclosure requirements with a company’s size and phase of development. The proposal is designed to respond to years of increasing regulatory complexity and a sustained drop in the number of public companies. By simplifying offerings and customizing disclosure requirements, the SEC aims to encourage more businesses, especially small and mid‑sized issuers, to go public and remain in the public markets. Continue reading "SEC Proposes to Modernize Registered Offerings..." »

On March 9th, the staff of the SEC’s Division of Corporation Finance published a list of answers to FAQs concerning the implementation of the Holding Foreign Insiders Accountable Act (HFIA Act). The list of responses addresses the obligations of directors and officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act and which are preparing for their first filings under Section 16(a) of the Exchange Act as a result of the effectiveness of the HFIA Act. On December 18, 2025, the President signed into law the HFIA Act, which will be effective on March 18, 2026. Continue reading "SEC Answers Popular Inquiries with FAQs..." »

On February 27th, the SEC voted to approve final rule and form amendments under the Exchange Act that reflect recently adopted requirements under the Holding Foreign Insiders Accountable Act (HFIA), which enhance transparency into the holdings and transactions of officers and directors of foreign private issuers (FPIs). Pursuant to the HFIA, Section 16(a) was amended to require directors and officers of FPIs with a class of equity securities registered under Section 12 of the Exchange Act to disclose their holdings and transactions in the FPI’s equity securities Continue reading "SEC Approves Rule Amendments for Holding..." »

The SEC’s Division of Corporation Finance recently released a group of Compliance and Disclosure Interpretations (C&DIs), which represent updates to the Division's interpretations of Proxy Rules and Schedules, Tender Offer Rules and Schedules, Regulation S-K and Securities Act Sections and Rules. Continue reading "SEC Releases Additional Compliance and..." »

On November 13th, the SEC’s Division of Corporation Finance published a set of anticipated questions and answers for issuers following the recent government shutdown. During the shutdown, issuers filed over 900 registration statements; the Division currently is working to clear the backlog of filings. The Division’s guidance is intended to provide transparency and address many of the questions that issuers may have concerning pending filings with the SEC. Continue reading "SEC Updates Guidance Regarding Government Shutdown" »

Amidst the current government shutdown, the SEC’s Division of Corporation Finance shares that activities will be extremely limited. More specifically, the Division will not be able to accelerate the effectiveness of registration statements. Continue reading "SEC’s Division of Corporation Finance Offers..." »

On September 5th, the SEC announced the establishment of the Cross-Border Task Force that aims to further the Division of Enforcement's endeavors to detect and combat cross-border fraud harming U.S. investors. The Division will direct its efforts toward companies, intermediaries, exploitative traders that try to use international borders to hinder and avoid U.S. investor protections. Continue reading "SEC Launches New Cross-Border Task Force to..." »

The SEC’s Division of Corporation Finance periodically makes informal staff interpretations available to the public via the Financial Reporting Manual (FRM). Continue reading "SEC Updates Financial Reporting Manual" »

On July 2nd, the SEC’s Division of Corporation Finance updated sections of its Financial Reporting Manual (FRM) in which the Division’s staff periodically publishes informal interpretations for the public. The current version of the FRM has been posted to reflect the 2020 amendments to the S-X Acquisition Rules (S-X 3-05, S-X 3-14, S-X 8-04, and S-X 8-06) and S-X Article 11. The FRM also includes other minor updates. Continue reading "SEC’s Division of Corporation Finance Updates..." »