On January 26, 2026, The Nasdaq Stock Market (Nasdaq) filed a rule proposal with the Securities and Exchange Commission (SEC) that would permit the immediate suspension and delisting of a company listed on the Nasdaq Global Market (including the Global
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SEC Staff Reverses Position on Voluntary Notices of Exempt Solicitation
The staff of the SEC’s Division of Corporation Finance has announced a significant policy shift in Proxy Rules Revised C&DI Question 126.06 regarding voluntary Notices of Exempt Solicitation under Exchange Act Rule 14a-103. While Rule 14a-6(g)(1) requires persons who engage
Quick Takes from SRI 2026
At this year’s SRI, a few themes popped up in panels across a range of topics: disclosure trends; governance priorities; and frequently discussed interpretive questions.
IPO Comment Letter Timing: Still Long, but Improving
Initial comment letters for IPOs are still
Dave Lynn Kicks Off the 53rd Annual Securities Regulation Institute
The 53rd Annual Securities Regulation Institute (SRI) opened with remarks from Chair of Goodwin’s Public Company Advisory Practice, Dave Lynn, who is serving as Institute Chair, setting the tone for several days of discussion focused on the most pressing issues
SEC Staff Updates Key Compliance and Disclosure Interpretations Affecting Deal Structuring, Activism, and Tender Offers
The Staff of the Division of Corporation Finance has updated several Compliance and Disclosure Interpretations (CDIs) under the Securities Act, proxy rules, and tender offer rules. The changes provide additional clarity on lock-up agreements, exempt solicitations, unexpected dissident consent solicitations,
SEC Division of Corporation Finance Announces Senior Leadership Team
On January 20, 2026, the Securities and Exchange Commission announced the senior team from the Division of Corporation Finance responsible for advising James Moloney, Director of the Division of Corporation Finance, on all matters the Division has before the Commission,
SEC Chairman Announces Comprehensive Review of Regulation S-K
On January 13, 2026, the SEC announced a significant initiative to reform Regulation S-K. In a statement issued by SEC Chairman Paul S. Atkins, Chairman Atkins observed that Regulation S-K has expanded dramatically since its adoption in 1982, often resulting
Holiday Hours: End of Year Announcements
Pursuant to an Executive Order issued last week and as implemented in accordance with this Office of Personnel Management memorandum, the SEC will be closed from Wednesday, December 24, 2025 through Friday, December 26, 2025. U.S. equity and debt
FPI Directors and Officers To Be Subject to Section 16(a)
On December 18, 2025, President Trump signed the National Defense Authorization Act (“NDAA”) into law. Among its many provisions, Section 8103—titled the “Holding Foreign Insiders Accountable Act”—introduces a significant development for foreign private issuers (“FPIs”). Section 8103 amends Section 16(a)
Trump Administration Issues Executive Order Aiming to Curb Influence of Proxy Advisory Firms
On December 11, 2025, President Trump signed an executive order entitled “Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors.” Directly referencing Institutional Shareholder Services (ISS) and Glass Lewis, the order is predicated on the premise that “proxy advisors regularly