On May 19, 2026, the SEC proposed amendments that would collapse the current five overlapping filer categories into just two (large accelerated filer and non-accelerated filer) and raise the large accelerated filer public float threshold from $700 million to $2
Cleary Securities, Disclosure, and Governance Watch
Latest from Cleary Securities, Disclosure, and Governance Watch - Page 3
SEC Proposes Registered Offering Reform: Shelf Access Immediately After IPO and Regardless of Size of Public Float, Expanded WKSI-Like Benefits, and Form S-1 Modernization
On May 19, 2026, the SEC proposed amendments in a “Registered Offering Reform” package that would make it significantly easier for public companies to raise capital through registered offerings of securities. The proposed rules would broaden Form S‑3 shelf eligibility…
Deny With Care: SEC Rescinds Settlement “Gag Rule,” Creating Risks and Opportunities for Settling Defendants
Yesterday, the Securities and Exchange Commission rescinded its so-called “gag rule,” which for fifty years had prohibited a settling defendant from publicly denying the allegations in a settled SEC Enforcement action.[1] The policy shift has received significant media attention,…
New SEC Enforcement Director David Woodcock Outlines Enforcement Priorities, Including Focus on Financial Reporting and Private Funds
In his first public remarks, delivered just days into his tenure, SEC Enforcement Division Director David Woodcock announced that he will “provide hands-on leadership” to make sure SEC Enforcement investigators “focus on the fundamentals,” which he defined as “protecting investors…
From 10-Q to 10-S: SEC Proposes Voluntary Semiannual Reporting for Public Companies and Aligns SEC Staleness Rules for IPOs
On May 5, 2026, the SEC proposed allowing domestic issuers the option to replace their quarterly reports on Form 10-Q with a single semiannual report on a new Form 10-S. The proposal would apply to all Exchange Act reporting companies…
Rule 14a-8 Litigation Update: District Courts Weigh in on Shareholder Proposal Exclusions
Three federal district courts have issued the first substantive Rule 14a-8 rulings of the season with mixed results: two courts denied shareholder requests for injunctive relief, and one granted relief subject to a $20,000 bond. As a practical matter, two…
SEC Reduces Minimum Equity Tender Offer Period to 10 Business Days
The Securities and Exchange Commission recently cut the minimum time required for certain equity tender offers in half. Historically, federal rules mandated that such offers remain open for at least 20 business days. Now, an April 16, 2026 exemptive order…
SEC No-Action Relief Offers a Roadmap for Foreign-Incorporated Companies Caught Between Home-Country Law and U.S. Proxy Rules
On April 8, 2026, the SEC’s Division of Corporation Finance issued a no-action letter addressing a structural conflict that arises for companies incorporated in the Netherlands, listed on a U.S. exchange, but without foreign private issuer (FPI) status, leaving them…
SEC Updates CFI Guidance: March 2026 Roundup
In March 2026, the Division of Corporation Finance (Corp Fin) issued and revised several Corporate Finance Interpretations (CFIs), formerly called Compliance and Disclosure Interpretations, addressing capital markets transactions and corporate practices. This post summarizes Corp Fin’s updated guidance on “ineligible…
Betting on Company Information: Prediction Market Considerations for Public Companies
Prediction markets allow participants to trade contracts on whether or not real-world events will occur. These platforms have grown rapidly, and contracts tied to specific company activity are now actively trading, including contracts on IPOs, mergers and acquisitions, earnings call…