Since OIRA recently noted that its currently reviewing a new rulemaking from the SEC to rescind its climate disclosure rules, we likely will see that action from the SEC soon. Here’s a refresher of the journey of the climate disclosure rules since the SEC adopted them in March 2024:
The SEC Proposes Optional Semiannual Reporting: Form 10-S!
Yesterday, the SEC proposed rule and form amendments to allow companies the option of filing semiannual reports in lieu of quarterly reports. That’s a pretty fast turnaround for a proposal this important since President Trump first announced the idea back in September. Here’s the press release, fact sheet – and 279-page proposing release. And here’s SEC Chair Paul Atkin’s statement – as well as Commissioner …
Lots of New Technology Options for Retail Investors
It seems like a day doesn’t go by in which I don’t read a story about a new form of technology designed to assist retail holders so they can participate in the stock market in one form or another. Here’s a recent flurry of these articles:
ICCR Fills the EDGAR Gap By Providing a List of Voluntary Exempt Solicitations
Back in January, Corp Fin posted a new CFI that prohibits shareholders from filing voluntary Notices of Exempt Solicitation on EDGAR. Under Exchange Act Rule 14a-6(g), shareholders owning more than $5 million of a company’s securities generally must file a Notice of Exempt Solicitation on EDGAR – on Form PX14A6G – when soliciting shareholders on a topic without seeking to act as a proxy. However, …
Federal Court Enjoins Company From Excluding Shareholder Proposal
We have the latest from this season’s battle in the courts over shareholder proposals. While two other courts recently have denied a preliminary injunction against exclusion, the US District Court for the District of Massachusetts went the other way last week and granted the motion for an injunction filed by the New York Common Retirement Fund – and also denied the company’s motion to dismiss …
DOL Issues Guidance Indicating That Proxy Advisors Have ERISA Fiduciary Obligations
To implement President Trump’s Executive Order from December directing the DOL to revisit fiduciary rules for those advising on shareholder rights (e.g., proxy voting), the DOL recently issued this technical release that provides: 1. Proxy advisors often qualify as investment advice fiduciaries under ERISA. 2. State laws requiring disclosure of non-financial factors in proxy advice are not preempted by ERISA. Proxy advisors act as ERISA …
The Coming Reg S-K Overhaul: The Comment Letters
Over on Cooley’s “CapitalXchange,” this blog highlights the 28-page comment letter that Cooley recently submitted to the SEC on its proposal seeking to rethink Regulation S-K. As you can tell when you read the comment letter, a lot of thought was poured into it by our team and it’s nicely organized with an easy-to-understand format. Here are the primary themes: Here are the 110 comment …
Pro Tip: An OIRA Review Means That a SEC Rulemaking is Coming Soon
As we await the SEC’s proposal on semi-annual reporting – which should be dropped any day now – it’s a good time to highlight that a rulemaking from the SEC is likely to be coming soon if its listed as being under review by the White House’s Office of Information and Regulatory Affairs (known as “OIRA”). When President Trump signed this Executive Order over a …
SEC Chairman Atkins Starts His Own Podcast!
This SEC has embraced social media more than most. I’ve seen some of the Division Directors announcing their speeches and otherwise posting nuggets on LinkedIn – something I can’t recall any prior senior Staffers doing. And now SEC Chairman Paul Atkins has launched a “Material Matters” podcast! According to the press release, Chairman Atkins will be joined by guests across the agency, government and industry, …
Section 16 for FPIs: Temporary No-Action Relief for Insiders in War-Torn Countries Extended
On Friday, Corp Fin extended the original grant of global no-action relief to insiders of foreign private issuers in countries impacted directly by the war going on in Iran – so that the compliance deadline for those insiders is May 29th (rather than the original extension deadline of April 20th, which is today). The countries impacted are those “organized and headquartered in Israel or any …