“Governance proposals remained steady in volume and continue to receive relatively robust support. Proponents submitted 319 governance proposals in 2026, compared to 305 in 2025 and 316 in 2024, and average support of 33.8% is only slightly below the 35.2% and 35.1% averages observed in 2025 and 2024, respectively. As in prior seasons, governance proposal submissions were heavily concentrated among a small group of serial proponents, who collectively accounted for more than 75% of this season’s submissions.

Several governance proposal topics stand out this season:

• Independent board chair – Submissions surged to 99 submissions in 2026 from just 31 in 2025, with average support of 24.6% (down from 31.3% in 2025).
• Shareholder written consent rights – Submissions increased sharply to 51 submissions in 2026 from 11 in 2025, all from the same group of proponents referenced above, and average support increased to 38.3% (from 26.3% in 2025).
• Shareholder special meeting rights – This remained a prominent proposal topic in 2026, with 59 submissions (down from 70 in 2025), and average support of 39.2% (up from 32.8% in 2025).
• Simple majority voting – Proposals to eliminate supermajority voting provisions from governing documents declined to 32 submissions in 2026 from 40 in 2025, but remain among the highest-supported proposal topics at 59.1% average support, albeit down from 71.9% in 2025.

The following governance proposal topics have achieved majority support in 2026 to date:

• Elimination of supermajority voting provisions from governing documents (5 proposals)
• Establishment of shareholder special meeting rights (4)
• Establishment of shareholder written consent rights (3)
• Board declassification (3)
• Shareholder approval prior to issuance of blank check preferred shares (2)
• Adoption of a majority vote standard for director removal (1)
• Shareholder approval of certain change-in-control severance agreements (1)

Notably, Exxon Mobil Corporation received a proposal this season relating to its new retail voting program, launched in September 2025, which allows retail holders to opt in to provide standing instructions to vote their shares at all future meetings in line with the board’s recommendations. The proposal requested that the company modify the program to offer additional voting options not aligned with the board’s recommendations. It failed with 23.5% support, but litigation challenging Exxon’s program remains ongoing.”

The post Proxy Season Recap: Governance Proposals appeared first on The Governance Beat.

“As of June 1st, companies had submitted 170 Rule 14a-8(j) exclusion notices under the SEC staff’s current no-action policy since its announcement in November 2025, compared to 360 no-action requests submitted during the comparable period of the prior season (November 2024 through May 2025). Even accounting for the year-over-year decline in proposal submissions, the magnitude of this decrease – a 53% reduction in exclusion-related filings against a 15% reduction in proposal submissions – suggests that a meaningful number of companies that would have sought no-action relief in prior years elected not to pursue exclusion under the SEC staff’s revised approach.

Companies’ decisions appear to have reflected a probability/magnitude assessment of the risks associated with unilateral exclusion. For many companies, even a relatively low probability of costly shareholder litigation (along with the negative publicity such litigation can generate), together with the prospect of adverse proxy advisor recommendations against individual directors, was sufficient to outweigh the benefits of exclusion, given the severity of those potential consequences. While anticipated proxy advisor opposition largely failed to materialize, litigation challenging proposal exclusions emerged later in the season, as discussed below.

The 170 Rule 14a-8(j) exclusion notices submitted this season included a mix of substantive and procedural exclusion bases, as reflected below. Notably, however, companies relied considerably less on certain substantive arguments requiring more subjective judgments. This trend was particularly evident for ordinary business and micromanagement exclusions under Rule 14a-8(i)(7), which appeared in only 33% of Rule 14a-8(j) exclusion notices this season, down markedly from the 56% rate observed in 2025 no-action requests. This may reflect a broader inclination among companies to adopt a more conservative posture under the SEC staff’s current no-action policy, favoring more objective bases for exclusion.

This season’s Rule 14a-8(j) exclusion notices included:

• 51 exclusions based purely on procedural grounds
• 51 exclusions citing Rule 14a-8(i)(7) (ordinary business/micromanagement)
• 34 exclusions citing Rule 14a-8(i)(10) (substantial implementation)
• 17 exclusions citing Rule 14a-8(i)(3) (false/misleading)

Following the SEC staff’s announcement of its no-action policy for the 2026 season, early commentary focused on the potential for proponent litigation in the absence of the SEC staff’s role as arbiter, and the possibility that this risk would drive conservative company approaches to unilateral exclusions under the new policy. Early Rule 14a-8(j) exclusion notices appeared to confirm this expectation, emphasizing procedural and relatively straightforward substantive bases. Beginning in February, however, companies increasingly asserted 14a-8(i)(7) and other more expansive exclusions, suggesting an increase in company confidence. That trend shifted again in late February, when the first of what are now six proponent lawsuits was filed challenging the validity of company exclusions under Rule 14a-8.

Of the six lawsuits filed to date, one covered a human rights and diversity proposal, four covered E&S proposals, and one covered a political spending and lobbying proposal. In five of the six cases, the company relied on the “ordinary business” exclusion under Rule 14a-8(i)(7); the sixth was based on procedural defects.

As of June 2nd, three lawsuits have been settled, with companies agreeing either to implement the proposal or include it in their proxy materials. One case was voluntarily dismissed, and two remain pending. In the pending matters, one company filed its 2026 proxy statement with the proposal included after the court denied the company’s motion to dismiss and granted the proponent’s motion for injunctive relief, while the other filed the proxy without the proposal after the court denied the proponent’s motion for a preliminary injunction.”

The post Proxy Season Recap: Shareholder Proposal Exclusions & Litigation appeared first on The Governance Beat.

1. Be Bold and Creative:  Rusty repeatedly encouraged companies and lawyers to actively consider the new options being proposed by the Commission.  It can be an opportunity for counsel to add value and find new ways to minimize risk.“If we throw open the prison door, don’t be afraid to come into the light.”
2. Public Service and Regulatory Impact Motivated the Move to the SEC: Rusty said he joined the SEC to fulfill a long-standing interest in government service and because he wanted to be part of an administration and Commission focused on actively reforming markets and regulation rather than maintaining the status quo.
3. His Public Company GC Experience Shapes His Regulatory Perspective: Having served as a public company general counsel, he believes he brings a practical understanding of how SEC rules affect issuers, CEOs, CFOs, investors, and analysts in real-world settings.  “After attending a number of meetings with investors and analysts, you start to realize that many of the things they are interested in are not what the SEC is requiring in 10-Ks and 10-Qs.”
4. The SEC Wants to Return Disclosure Requirements to Materiality-Based Principles: A recurring theme was reducing line-item disclosure mandates that focus on every issue of the day and instead emphasizing disclosures that are material to investors.
5. “Make IPOs Great Again” Is a Core Policy Objective: It’s not just a slogan, this Commission is focused on reducing regulatory burdens that may discourage companies from going and staying public.  He sees this as very important, not just to improve the process, but to increase the opportunities for everyday Americans to participate in the growth of the economy.  
6. The SEC’s Office of General Counsel Serves as an Independent Legal Check: OGC provides independent advice to the Chairman and Commissioners, reviews rulemakings for legal authority, evaluates enforcement matters and helps ensure SEC actions can withstand judicial scrutiny.
7. Rulemaking Is Driven by Litigation Risk and Judicial Review: Rusty explained that lengthy SEC rule releases are necessary because rules are frequently challenged in court. Significant effort goes into building the legal and economic record needed to defend them.
8. The Commission Is Pursuing Significant Disclosure and Offering Reforms: He highlighted recent proposals involving filer status reform and shelf registration reform and signaled that additional reviews were underway on executive compensation, Regulation S-K modernization and broader disclosure and IPO process simplification efforts.
9. Semiannual Reporting Is Intended to Create Flexibility: The proposal for voluntary semiannual reporting is designed to give issuers alternatives to the traditional quarterly reporting framework and encourage innovative investor communication practices. “Maybe a company will choose semiannual reporting, but provide monthly KPIs of a different sort that investors really care about.” Companies shouldn’t rely on the same calendar and checklist that they have been using for 10 years.
10. Shareholder Proposal Reform Is Under Active Review: Rusty suggested the SEC is taking a fresh look at the shareholder proposal process under Rule 14a-8, questioning whether the agency should continue serving as the primary arbiter of proposal disputes through the no-action process. He noted that the current framework has evolved significantly from its more modest origins in 1942 and emphasized that all options are on the table as the Commission evaluates potential proxy system reforms.
11. Enforcement Priorities Are Shifting Toward Traditional Fraud Cases: Rusty emphasized that the SEC has eliminated “regulation by enforcement.” Instead, enforcement efforts will focus on fraud, insider trading, market manipulation and serious compliance failures.
12. The SEC Is Actively Seeking Input from Issuers and Practitioners: He repeatedly encouraged companies and their lawyers to submit comments, meet with SEC staff – and provide ideas on rulemaking, IPO reform, shareholder proposals, proxy advisors, retail investor access and other policy initiatives.  He feels that issuers reach out less than other market participants.  

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“The proposal, if adopted, would restructure the registered offering framework. The significance of the changes will depend on where an issuer sits in the capital markets landscape. For large-cap, exchange-listed issuers that are WKSIs under the current rules, current practices will be largely unaffected by the transition to the ELI/SELI framework. For mid-cap and small-cap exchange-listed issuers that do not currently qualify as WKSIs, the changes could be more significant. See Appendix A for a tabular comparison of the current and proposed frameworks – and our predictions for the real-world impact. Below, we highlight several key takeaways for our client base:

1. Expanded access to shelf registration benefits for exchange-listed issuers. All domestic issuers would be Form S-3 eligible immediately after completing their IPO. Moreover, the proposed replacement of the WKSI framework with the ELI/SELI structure means that any exchange-listed Form S-3 eligible issuer would, as an ELI, gain access to pay-as-you-go registration fees, pre-filing communication flexibility, the ability register additional securities or additional classes of securities by filing a post-effective amendment to a nonautomatic shelf registration statement before the issuer satisfies the 12-month Exchange Act reporting requirement to be a SELI, and the ability to omit information as to whether an offering is a primary offering or secondary offering and pricing and deal-specific terms from the shelf registration statement at the time of effectiveness. These are capabilities currently reserved for WKSIs.
   
   Newly eligible issuers should begin assessing their readiness to take advantage of the proposed framework, including evaluating Exchange Act reporting history, potential ineligible issuer disqualifications, and the cost and timing differences between registered and exempt offering pathways. For many smaller issuers, the combination of Form S-3 eligibility, pay-as-you-go registration fees and full blue-sky preemption could shift the economics of capital raising away from exempt structures such as structured private investments in public equity (PIPEs), toward registered offerings.
   
   That said, practitioners should note that many of the communication flexibility benefits – in particular, the ability to conduct pre-filing investor outreach – are already available to non-WKSIs through the testing-the-waters provisions of Section 5(d) of the Securities Act and Rule 163B, which permit communications with qualified institutional buyers (QIBs) and institutional accredited investors regardless of WKSI or ELI status. The incremental benefit on the communications side is therefore most significant for mid-market issuers not currently taking advantage of those exemptions.
   
2. Significant expansion of automatic shelf registration eligibility. For issuers that meet the SELI threshold – ELI status plus 12 months of Exchange Act reporting – the principal additional benefit is automatic shelf registration. For most exchange-listed companies that have been public for more than a year, SELI status will be the default, and this benefit should be built into capital formation playbooks accordingly.
   
3. DeSPAC companies would not be automatically barred from Form S-3. This change would make the deSPAC pathway more attractive from a capital markets perspective and is consistent with the SEC’s previously stated objective of aligning disclosure and regulatory requirements for deSPAC companies with those applicable to companies completing traditional IPOs.
   
   However, a deSPAC company would not be permitted to count the Exchange Act reporting history of the former SPAC toward the 12-month seasoning requirement for SELI status and automatic shelf registration eligibility. Additionally, because FPIs are separately prohibited from using Form S-3 under the proposal, the SPAC predecessor carve-out would effectively benefit only domestic issuers.
   
   In addition, while the proposal does not address Rule 144(i) or Rule 145 under the Securities Act, meaning that shareholders of deSPAC companies would still be subject to the rolling 12-month current public information requirement if seeking to rely on the Rule 144 safe harbor for resales of securities issued by a deSPAC company, in addition to the statutory underwriter provision under Rule 145, the proposed amendments would mitigate these downsides because of the expanded availability of Form S-3. For private resales, unless and until Rule 144(i) and Rule 145 are addressed through separate rulemakings, deSPAC companies and their shareholders would still have to consider the risks imposed by these rules in connection with resales of securities.
   
4. A potentially less favorable regime for former FPIs. The proposal does not extend to FPIs, which would continue to use Form F-3. Form F-3 retains its existing 12-month seasoning and $75 million public float requirements. The SEC has deferred FPI-related changes pending its separate review of the FPI definition and various issues that it identified in its June 2025 Concept Release.
   
   Former FPIs that have converted to domestic issuer status, a transition that can occur automatically based on changes in shareholder composition or other factors, may find themselves in a worse position under the proposed framework, at least temporarily. Under the proposal, Form S-3 would be unavailable to any issuer that has been an FPI at any point during the preceding three years, while Form F-3 would remain unavailable to issuers that no longer qualify as FPIs. During that period, the issuer’s only registered offering option would be Form S-1. This creates a gap that does not exist under the current framework, where a former FPI that was eligible to use Form F-3 could seamlessly transition to using Form S-3 (assuming it meets the other eligibility criteria).
   
   For this reason, the proposal may accelerate a trend toward domestic issuer status at the time of IPO for foreign companies that are on the margin of FPI eligibility. Electing domestic issuer status at IPO could avoid the three-year Form S-3 eligibility lag if it is likely that the issuer will eventually lose FPI status down the road. Moreover, the proposed rule may make the domestic election more favorable, since domestic issuers will gain substantially expanded shelf access.
   
   Historically, FPI status has been attractive because it carries meaningful accommodations, including reduced executive compensation disclosure, exemption from complying with the proxy rules, and the ability to report on a semi-annual rather than quarterly basis, with relatively limited downside from a capital markets perspective, given that FPIs have generally had access to Form F-3 on terms largely comparable to those available to domestic issuers under Form S-3.
   
   Under the proposed framework, however, domestic issuers would gain substantially expanded access to shelf registration, automatic effectiveness, pay-as-you-go filing fees, and enhanced communication flexibility – benefits that would not be extended to FPIs. Additionally, the SEC previously proposed rules which, if adopted, would permit domestic issuers to elect semi-annual reporting – a benefit that is currently available only to FPIs.
   
5. Form S-1 modernization. The proposed changes to Form S-1 would simplify ongoing offering programs and reduce the burden of post-effective amendments and prospectus supplement updates for issuers that rely on the long-form registration statement, by expanding the ability to incorporate by reference. The structural advantages of Form S-3 – including the takedown mechanics, automatic effectiveness and pay-as-you-go fee structure – remain exclusive to Form S-3 eligible issuers.
   
6. Elimination of income-related conditions for financial statements grace period. This change to Regulation S-X, to extend to loss-generating issuers the grace period for updated audited financial statements in connection with filing a registration statement or conducting certain proxy solicitations, would facilitate these issuers – who may have a greater need for capital than higher-income registrants – in raising capital or completing strategic transactions without the need to expedite the preparation of audited annual financial statements for the most recently completed fiscal year before they would otherwise be required in an annual report on Form 10-K.
   
7. ATM offering implications. Although the proposed “existing trading market” requirement would introduce a new constraint on ATM offerings, its practical significance may be modest given the SEC’s indication that the OTCQX Best Market and OTCQB Venture Market tiers would likely qualify for designation. Overall, the proposal intends to expand access to ATM offerings for issuers while balancing investor protections.
   
8. Blue-sky preemption extended to warrant coverage in registered offerings. Under current law, when an issuer conducts a registered offering of listed common stock concurrently with non-prefunded warrants (a structure that is common in certain industries, including life sciences), the common stock is already exempt from state blue-sky requirements by virtue of its exchange listing. The warrants, however, are not exchange-listed and therefore do not benefit from that exemption.
   
   As a result, practitioners must currently conduct a jurisdiction-by-jurisdiction blue-sky analysis for the warrants – an additional procedural step that must be tracked and completed for each such transaction. If the proposal is adopted, this friction would be eliminated because all securities offered and sold in a registered offering would constitute “covered securities” under the proposed definition of “qualified purchaser.” The warrants would be preempted from state registration and qualification requirements on the same basis as the listed common stock.”

The post SEC Proposes Broad Expansion of Shelf Registration Access and Capital Markets Efficiencies appeared first on The Governance Beat.

In fact, the SEC has only held four open Commission meetings in 2025. That is the fewest in memory for me. On average, the SEC held about 22 open meetings before Covid – and after Covid, the average dipped into the high teens before dropping down to 10 in 2024.

Let’s run down the list of interesting questions related to open Commission meetings:

1. Is the SEC Required to Hold Open Commission Meetings? No, the SEC can take action through the seriatim process – a process that happens at the SEC around 600x per year. These basically are written consents in lieu of a meeting. In literal terms, they are pieces of paper circulated for signature to all the Commissioners.
   
   Under the Sunshine Act, the Commissioners can’t get in a room and sign together – unless they do so silently – that’s why the orders are circulated in series (“seriatim” is a Latin adverb, meaning serially or in series). As long as the Commissioners aren’t getting together to act, the Sunshine Act doesn’t apply and the SEC isn’t required to hold an open Commission meeting. Open Commission meetings are held at the SEC Chair’s discretion.
   
2. Doesn’t the “Government in the Sunshine Act” Require Open Commission Meetings? Yes, if the actions of the Commissioners trigger it – but the Commissioners can also take actions to ensure their rulemakings fall within an exception of the Sunshine Act, which relieves the necessity of an open meeting.
   
   Enacted in the Watergate era, the Sunshine Act was designed to promote accountability and transparency in government decision-making. When a quorum of Commissioners gathers to make decisions, the Sunshine Act requires a formal process, either through an open meeting or a closed meeting under an exception.
   
   So the key is using the seriatim process to ensure there isn’t a quorum. Since there are only three Commissioners right now – just a gathering of two of them is problematic and would trigger the need for an open Commission meeting under the Sunshine Act. As you can see, the Sunshine Act restricts informal gatherings of Commissioners. They can’t casually meet (e.g., over lunch) to deliberate on decisions if a quorum is present.
   
   This reduces flexibility and efficiency in how Commissioners collaborate and reach agreement – and it could make it harder to build consensus, since Commissioners have limited opportunities for private, informal discussion.
   
3. Does Fewer Open Commission Meetings Hinder the Ability of SEC to Conduct Rulemaking? Not at all. In fact, we have been in a period of frequent rulemaking and there is much more to come in the near term from the SEC. So you can see that using the seriatim process doesn’t impact the flow of rulemaking.
   
4. Does Fewer Open Commission Meetings Impact Anything? Not really. If you’ve attended an open Commission meeting, they are fairly scripted with the SEC staffers who have worked on the rulemaking first explaining what they wrote in the related proposing or adopting release – and then the Commissioners adding their own statements if they wish.
   
   The Commissioners might also lob a few questions to the staff, chiefly to press their own points. But all the real work was done well before the open meeting, behind closed doors. There are no questions allowed from reporters or other attendees of the meeting. I can’t think of any real surprises during any open meeting I’ve attended.
   
   Perhaps the only loss caused by a lack of open meetings is that the SEC staffers who worked on the rulemaking don’t get to have their day in the sun appearing before the Commissioners at a public meeting – that can be pretty cool the first time you do that. When I served in Corp Fin’s Office of Chief Counsel – back when there wasn’t an Office of Rulemaking and OCC ran the rulemaking process instead – I made a presentation on a Y2K rulemaking and I can distinctly remember then-SEC Chair Arthur Levitt leaning over his podium to look at me and probably wonder, “Who let this bald dude open his mouth…”

The post Have We Seen the Last of the Open Commission Meetings? (Does It Matter?) appeared first on The Governance Beat.

1. What’s it like to be the SEC’s General Counsel?
2. What does the SEC’s General Counsel do?
3. What is the status of Corp Fin’s processing of Rule 14a-8 no-action letters related to shareholder proposals?
4. What is your insight into the SEC’s latest Corp Fin rule proposals: registered offering reform, filer status reform, voluntary semi-annual reporting?
5. What is your insight into the SEC’s Enforcement program, as well as securities litigation reform efforts?
6. What’s it like to sit at counsel’s table at the US Supreme Court?
7. What is your insight into regulatory efforts regarding proxy advisors?
8. How might one approach the SEC these days?

The post The SEC’s GC: Rusty McGranahan on “All Things SEC” appeared first on The Governance Beat.

1. SEC leadership has signaled a major modernization push – with more than 22 rulemaking actions on the Regulatory Flexibility Agenda aimed at updating decades-old disclosure and governance frameworks for modern markets and technology.
2. There’s an emphasis on practical experience over purely academic rulemaking – Jim explained that his 26 years in private practice shaped his view that SEC rules must work in real-world business settings, not just on paper.
3. Corp Fin was described as the SEC’s disclosure “compliance engine” – reviewing 10-Ks, 10-Qs, proxy statements, IPO filings, merger filings, and issuing comments, no-action relief, exemptive orders and interpretive guidance.
4. SEC leadership has previewed a sweeping “spring cleaning” of Regulation S-K – arguing that disclosure requirements have expanded from a slim rulebook decades ago into a five-volume system layered with excessive and repetitive mandates.
5. A centerpiece reform under discussion is voluntary semiannual reporting – which would allow eligible companies to file one 10-Q and one 10-K annually instead of the traditional three quarterly reports plus an annual report (which was proposed by the SEC a few weeks ago as noted in this blog).
6. The SEC framed semiannual reporting as a capital formation initiative – particularly for IPO-stage, life sciences and smaller companies that could benefit from spending more time building their businesses rather than continuously preparing disclosure filings.
7. Semiannual reporting would likely remain optional – allowing investors and issuers to choose the disclosure cadence that best fits their industry, maturity and investor expectations.
8. Repeated criticism of “disclosure overload” – arguing that excessive disclosure can obscure truly material information and create “white noise” that burdens companies while confusing investors.
9. Executive compensation and risk factor disclosures were highlighted as examples of regulatory bloat – with disclosure sections expanding from a few pages decades ago into sprawling multi-page narratives and repetitive summaries that may no longer enhance investor understanding.
10. Emphasis on a return to transparency and interpretive engagement – reviving no-action letters, exemptive orders, and disclosure interpretations so market participants can receive clearer guidance on how to comply with securities laws.

The post Corp Fin Director Jim Moloney Discusses the Latest appeared first on The Governance Beat.

Last year, the SEC voted to stop defending the rule against court challenges, as noted in this recent blog that recaps the rule’s legal journey since adoption. 

The basis for the recission is that they were beyond the scope of the agency’s authority. But as noted in the press release, even if it had statutory authority, this Commission believes there are these independent, compelling policy reasons to rescind them entirely:

1. They are unnecessary and inconsistent with a registrant-specific, materiality-based approach to disclosure that best serves the interests of registrants and investors.
2. They stray well beyond the policy concerns of the federal securities laws.
3. They impose substantial costs on public companies and their shareholders that are not justified by the informational benefits they may provide to some investors.
4. They are at odds with the Commission’s policy objectives of facilitating capital formation and promoting public company status.

The comment period is 60 days…

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“According to the SEC, the percentage of issuers entitled to scaled disclosure relief would increase from 44% to 81% of registrants. The ability to rely on the scaled compensation disclosure is a significant advantage. Among other things, there is no requirement for a Compensation Discussion & Analysis or CEO pay ratio disclosure, disclosure is generally required for only three executives (not five) and for only two years (not three) of historical compensation, and certain compensation tables (such as the grants of plan-based awards table, pension benefits, option exercises, and stock-vested and nonqualified deferred compensation tables) may be omitted.

Perhaps more importantly, NAFs would be entitled to the compensation-related accommodations presently afforded to emerging growth companies. That relief would exempt NAFs from the requirement to hold shareholder advisory votes on executive compensation (“say on pay”), the frequency of say-on-pay votes, golden parachute compensation in connection with mergers and acquisitions, and the “pay versus performance” disclosure under Regulation S-K 402(v).

It is worth noting that this relief being proposed by the SEC aligns closely with comments offered by Cooley as part of the SEC’s ongoing review of executive compensation disclosure requirements initiated at its roundtable on June 26, 2025 – one of the few comment letters focused primarily on the reporting burdens shouldered by smaller companies.”

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Here are some themes from the speech:

1.  IPO Process Overhaul Under Consideration Including “Gun-Jumping” — The SEC is reviewing modernization of the IPO process itself, particularly outdated “gun-jumping” communication rules under the Securities Act. The Chairman argues current rules are overly complex and poorly adapted to modern communications technology.

2. Openness to Alternative Paths to Public Markets — The speech encourages innovation beyond traditional underwritten IPOs, including SPACs and direct listings. The Chairman suggests regulators should remove unnecessary barriers to alternative public market entry methods rather than forcing companies into workaround structures.

3.  Direct Listings May Be Revisited — The Chairman specifically questions whether Securities Act registration requirements for direct listings still provide meaningful investor protection after a 2023 Supreme Court ruling – Slack Techs v. Pirani – that made Section 11 claims harder in certain direct listing contexts. He suggests the SEC may revisit these rules.

The post SEC Solicits Comments to Boldly Modernize the IPO Process appeared first on The Governance Beat.