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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.

Voluntary Use of Notices of Exempt Solicitation

  • The Staff revised Proxy Rules and Schedules 14A/14C CDI 126.06 to clarify the requirement in Rule 14a-6(g) and emphasize that the notice requirement was designed to provide public notice of exempt solicitations by large shareholders, not to serve other communication purposes. Therefore, the Staff will object to the voluntary filing of Notices of Exempt Solicitation (Form PX14A6G) by a shareholder that does not beneficially own more than $5 million of securities of the class subject to the solicitation.
  • This update is likely to affect shareholders or activists who have increasingly relied on exempt solicitation notices to support “vote‑no” campaigns or advance shareholder proposals.  

Broker Search Timing

  • The Staff issued new Proxy Rules and Schedules 14A/14C CDI 133.02 addressing the timing of broker searches under Exchange Act Rule 14a‑13.
  • The CDI states that the Staff will not object if a company conducts a broker search fewer than 20 business days before the record date, provided that:
    • the company reasonably believes proxy materials will still be disseminated to beneficial owners in a timely manner; and
    • the company otherwise complies with Rule 14a‑13.

Executive Compensation Disclosures in Spin‑Offs

  • The Staff updated Regulation S-K CDI 217.01, which addresses Item 402 executive compensation disclosure in the context of spin‑off transactions.
  • The revised interpretation clarifies how companies should analyze when historical executive compensation for named executive officers of the spun‑off entity may or may not be required.
  • The CDI focuses the analysis on whether the entity operated as a separate division or standalone business before the spin-off and, if so, whether there was continuity of management before and after the spin-off. Where the spun-off entity consists of portions of different parts of the parent’s business or will have new named executive officers as management after the spin-off, the CDI states that compensation information for the named executive officers for periods before the spin-off would not be required. In such cases, companies would only report compensation awarded to, earned by, or paid to the spun-off company’s named executive officers in connection with and following the spin-off.

Integration and Private Offerings

  • The updates reflect the SEC’s 2020 amendments governing integration of offerings and private offering exemptions, and eliminate or clarify outdated interpretations.
  • The updates also provide guidance about the use of Rule 506(b) after soliciting individuals for an offering under Rule 506(c), including considerations about whether a pre-existing substantive relationship exists. In addition, a CDI indicates that a company may use different verification methods to determine accredited investor status for different investors in a Rule 506(c) offering.

Registered Business Combinations and Lock-Up Agreements

  • The Staff updated its interpretations relating to commitments from management and principal security holders of a target company to vote in favor of a business combination transaction (lock‑up agreements).
  • The guidance addresses when such lock-up agreements may be considered an investment decision under the Securities Act and the circumstances in which the Staff would not object to the subsequent registration of offers and sales of an acquiring company’s securities to shareholders of the target company that did not execute a lock-up agreement or deliver written consents approving the business combination transaction prior to the filing of the registration statement.

Conclusion

The updates to the CDIs underscore the Staff’s continued effort to modernize and refine interpretive guidance across a broad range of areas.