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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.Continue Reading SEC Division of Corporation Finance Issues Updated CDIs: Highlights

On December 18, 2025, President Trump signed the Fiscal Year 2026 National Defense Authorization Act (NDAA), which includes Section 8103—the “Holding Foreign Insiders Accountable Act.” This legislation alters the compliance landscape for foreign private issuers (FPIs) listed in the United States by imposing insider reporting obligations under Section 16(a) of…

Continue Reading Foreign Private Issuer Insiders to Be Subject to Section 16(a) Reporting

Our U.S. Securities and Exchange Commission (SEC) filing deadline calendars for 2026 have been posted on our Resources page. These calendars reflect annual and quarterly filing deadlines for large accelerated filers, accelerated filers, and non-accelerated filers with a December 31 fiscal year-end.

As a reminder, the timing for the filing…

Continue Reading SEC Filing Deadline Calendars for 2026

Our recent Client Alert discusses the SEC’s newly issued Policy Statement clarifying that mandatory arbitration provisions in a company’s governing documents will not delay the effectiveness of registration statements for securities offerings. This marks a shift in the SEC’s approach; previously, concerns were expressed that such provisions were potentially inconsistent…

Continue Reading SEC Issues Policy Statement Clarifying View on Mandatory Arbitration Provisions

On September 12, 2025, the U.S. Court of Appeals for the Eighth Circuit issued an order to hold the petitions challenging the SEC’s climate disclosure rules in abeyance, pending further action from the SEC. The order follows the SEC’s July 23, 2025, status report, which stated that the SEC does…

Continue Reading Eighth Circuit Pauses SEC Climate Disclosure Rule Litigation

On September 4, 2025, SEC Chairman Paul S. Atkins announced the release of the SEC’s Spring 2025 Regulatory Agenda, which outlines the SEC’s planned regulatory actions through Spring 2026. Among other things, the agenda includes several “deregulatory rule proposals” designed to reduce compliance burdens and increase access to capital…

Continue Reading SEC Announces Release of Spring 2025 Regulatory Agenda

On June 4, 2025, the U.S. Securities and Exchange Commission announced that it published a concept release to solicit public comment on the definition of foreign private issuer (FPI). FPIs benefit from a number of accommodations from the reporting and disclosure requirements applicable to domestic issuers, such as registration and reporting forms designed for FPIs, longer timelines to file annual reports, no requirement to file quarterly reports, an exemption from the proxy rules, and the ability to present financial statements prepared in accordance with International Financial Reporting Standards, and insiders are exempt from obligations to file Section 16 ownership reports and are not subject to the short swing profit rule under the Securities Exchange Act of 1934 (Exchange Act).Continue Reading SEC Solicits Public Input on Definition of Foreign Private Issuer