The proposed rescission of Rule 206(4)-5 (the Pay-to-Play Rule) under the Investment Advisers Act of 1940 (the Advisers Act) by the Securities and Exchange Commission (the SEC) has generally been celebrated by industry participants and observers. However, the relief may
Cleary Securities, Disclosure, and Governance Watch
Latest from Cleary Securities, Disclosure, and Governance Watch
Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!
Since the EDGAR Next transition went live last year, SEC filers have had to adjust to a new set of account management obligations. Among these is the annual confirmation requirement; each year, one of a filer’s account administrators must log…
SEC Proposes to Modernize Proxy Solicitation Rules
On September 16, 2026, the SEC proposed a package of amendments intended to modernize the federal proxy solicitation rules. The proposal targets several paper-era or otherwise outdated requirements whose original rationale has largely been displaced by EDGAR, electronic communication and…
SEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for Issuers
On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework…
Financing the Data Center Boom: The Investment Opportunity, the Risks, and the Capital Solutions Taking Shape
This is the first in a series of articles examining the rapidly evolving landscape of data center financing. Future installments will take a closer look at specific capital solutions — including senior secured bonds, structured joint ventures, project finance, and…
SEC Updates CFI Guidance: April Through August 2026 Roundup
During the April-through-August 2026 period, the SEC’s Division of Corporation Finance (Corp Fin) issued new Corporation Finance Interpretations (CFIs), formerly called Compliance and Disclosure Interpretations, in May, June, and July; no CFIs were released in April or August. This post…
SEC Further Modifies Its Rule 14a-8 Response Process
On August 14, 2026, the SEC’s Division of Corporation Finance updated its statement on how it handles Rule 14a-8 shareholder proposals. The Division will now stop responding to shareholder proposal related no-action requests of any kind, and it will no…
Insights from the 2026 ISS STOXX Governance Annual Global Survey
On July 21, 2026, ISS STOXX Governance (ISS) opened its Annual Global Benchmark Policy Survey (the Survey), which it uses to inform its annual policy development process. This year, the Survey covers a wide range of topics under the headings…
Settlement Structures for UK-Listed Shares of Overseas Companies
UK-listed shares are required to be held and settled through the UK’s electronic settlement system (CREST), as operated by Euroclear UK & International Limited (Euroclear UK). Shares issued by a company that is not incorporated in the UK or Channel…
Closing the Gap: FCA Eases UK IPO Research Rules
On August 5, 2026, the Financial Conduct Authority (FCA) published Policy Statement PS26/16, Changes to information flows for UK equity IPOs, removing two significant regulatory requirements that had governed analyst research in UK IPO transactions since 2018.The final rules…