On March 12, 2026, the SEC staff issued two new FAQs related to the Holding Foreign Insiders Accountable Act (HFIA Act). The FAQs noted the HFIA Act requirements are resulting in an unusually large number of EDGAR access applications, which suggests that the staff may be unable to provide EDGAR codes for all applicants in advance of the March 18, 2026, filing deadline. As a result, the staff provided limited no-action relief from the filing requirements. Specifically, the FAQs state that the staff will not recommend enforcement action against a director or officer of a foreign private issuer, or a domestic issuer, for the untimely filing of a Section 16(a) report caused by lack of EDGAR code access as long as specified conditions are met—including having filed the Form ID application and required documentation to obtain EDGAR codes before March 18, 2026. The person must file the report as soon as possible, but no later than April 1, 2026. In the case of domestic issuers, the FAQs clarify that any late filings must still be disclosed in the issuer’s proxy statement per Item 405 of Regulation S-K.Continue Reading SEC Gives Enforcement Relief to Section 16 Persons of Foreign Private Issuers—and Domestic Issuers—If They Are Unable to Timely File Because They Cannot Obtain EDGAR Codes in Time

Our recent Client Alert discusses the exemptive order issued by the SEC on March 5, 2026, exempting directors and officers of certain foreign private issuers (FPIs) from Section 16(a) filing requirements. Subject to specified conditions, the order identifies Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland, and…

Continue Reading Section 16(a) Reporting by FPI Directors and Officers: Exemptive Order and Guidance

With the 2026 proxy season upon us, companies are finalizing annual meeting materials against a backdrop of shifting investor priorities, evolving engagement dynamics, and regulatory uncertainty. Our recent Client Alert discusses five key governance, disclosure, and engagement considerations for companies preparing for their 2026 annual meetings.

Continue Reading Five Key Considerations for Proxy Season

Each year, Wilson Sonsini hosts CLE session(s) for clients and friends of the firm. For those with upcoming MCLE compliance deadlines, and those on a rolling basis, we are pleased to offer an expanded series of three programs designed to support you in meeting your requirements.

The third and final of our three MCLE Days will be held on Wednesday, March 11, 2026, at our offices in Palo Alto, California (details below), and will also be available virtually. Register for this event here.Continue Reading Event Alert Update: Wilson Sonsini’s MCLE Days, March Session Announced and February Recordings Available

Our recent Client Alert discusses the highly anticipated decision from the Delaware Supreme Court upholding recent amendments to the Delaware General Corporation Law (DGCL) that provide safe harbor procedures set forth in Section 144 of the DGCL for board decisions and corporate transactions involving director, officer, or controlling stockholder conflicts.

Continue Reading Delaware Supreme Court Upholds Landmark Statutory Amendments

On February 27, 2026, the SEC adopted final rule and form amendments implementing the Holding Foreign Insiders Accountable Act. Our recent Client Alert discusses these new rules and the implications and key action items for foreign private issuers (FPIs) and, in particular, their officers and directors. Importantly, beginning March 18…

Continue Reading SEC Adopts Final Rules Under Holding Foreign Insiders Accountable Act

Recent public statements by Securities and Exchange Commission (SEC) Chairman Paul S. Atkins and Division of Corporation Finance Director James Moloney offer a useful preview of where the SEC is likely headed in 2026. While neither statement announces final policy, together they continue to signal an emphasis on disclosure reform rooted in financial materiality and capital formation.Continue Reading What Public Companies Should Know About SEC “Coming Attractions”

With the impact of artificial intelligence (AI) on everyone’s mind, companies are seeing investors ask an increasing number of AI-focused questions in shareholder engagement meetings. These questions reflect a growing consensus among institutional investors that effective AI governance is inextricably linked to fiduciary duty, long-term financial performance, and sustainable economic growth drivers. Although the answers to these questions are necessarily company-specific, we believe that it is important for companies to prepare for AI-related questions from investors.Continue Reading Questions About AI in Shareholder Engagement Meetings

On February 6, 2026, the Securities and Exchange Commission (SEC) announced that, beginning March 16, 2026, EDGAR will suspend filings that contain incorrect or incomplete structured filing fee-related information, rather than simply issuing warnings. The announcement follows the lengthy phase-in period of the structured filing fee rules that contemplated a…

Continue Reading Remember to Double-Check Filing Fee Exhibits

On January 23, 2026, the Staff of the SEC’s Division of Corporation Finance released a series of updates to its Compliance and Disclosure Interpretations (CDIs). These revisions—covering proxy solicitation practices, broker search timing, executive compensation disclosures in spin‑offs, private offerings and integration, and lock‑up agreements in registered business combinations—reflect the Division’s ongoing effort to modernize and clarify interpretive guidance. Below is an overview of the most significant changes.Continue Reading SEC Division of Corporation Finance Issues Updated CDIs: Highlights