On July 16, 2026, the SEC proposed Regulation E-Delivery, which would allow companies to make electronic delivery the default option on a go-forward basis for satisfying delivery obligations under the federal securities laws, including for proxy materials, so long as
Cleary Securities, Disclosure, and Governance Watch
Latest from Cleary Securities, Disclosure, and Governance Watch - Page 2
SEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14A
On July 9, the Staff of the Securities and Exchange Commission (the SEC) issued three new Corporation Finance Interpretations (CFIs) addressing disclosure obligations under Schedules 13D and 14A. The guidance targets a specific but increasingly common activism structure: special-purpose vehicles…
Prediction Markets for Those Who Don’t Predict (and for Those Who Do): Episode 1
Prediction markets are booming, and regulators, lawmakers, and enforcement agencies are racing to keep up. In this new podcast series, Cleary partners Deborah North and Helena Grannis and counsel Brian Morris unpack the rapidly evolving legal and regulatory landscape surrounding…
SEC Publishes Its 2026 Rulemaking Agenda
The SEC’s 2026 rulemaking agenda and statement of regulatory priorities recently went public as part of the federal governments overall 2026 Regulatory Plan. The agenda lists 38 potential SEC rulemakings and reflects Chairman Atkins’s broadly deregulatory orientation, with proposals…
SEC Modernizes Debt Tender Offer Rules with New Exemptive Order
The SEC has issued a significant exemptive order modernizing and expanding the ability of issuers to conduct tender offers for their non-convertible debt securities over an abbreviated period of five business days. This new exemptive order expressly supersedes previous guidance…
Shareholder Activism Approaching the 2026 Midpoint: Trends, Lessons, and What to Expect for the Rest of the Season
As the 2026 proxy season approaches its midpoint, the early data confirm rather than reverse the structural shifts that defined 2025. Shareholder activism remains a feature of the public markets that virtually every issuer must confront, whatever its size,…
SEC Proposes to Rescind Its Climate Disclosure Rules
On May 29, 2026, the SEC formally proposed to rescind its 2024 climate disclosure rules in full. The Commission adopted those rules on March 6, 2024, and they would have reached nearly every public company, mandating detailed disclosure about greenhouse…
The SEC’s Draft Strategic Plan: A Roadmap for Modernized Disclosure and Capital Formation
On June 2, 2026, the SEC published a Draft Strategic Plan for fiscal years 2026 through 2030 and opened it for public comment through July 2, 2026. A strategic plan does not change any rule on its own, but it…
SEC Officer Definitions: A Quick Reference
Federal securities law does not use a single, uniform definition of “officer.” Instead, several overlapping definitions determine who qualifies as an officer for different regulatory purposes, each carrying its own set of individual-specific disclosure consequences. For public companies and their…
Section 16(a) Reporting: SEC Expands Exemptive Relief to Additional Foreign Private Issuer Jurisdictions
On May 20, 2026, the Securities and Exchange Commission issued a new exemptive order (Release No. 34-105517) adding Australia, India, and Singapore to the list of “Qualifying Jurisdictions.” Directors and officers of foreign private issuers (“FPIs”) incorporated in these jurisdictions…