Yesterday, the SEC announced the appointment of a new Director of the Division of Enforcement, following the abrupt departure of Meg Ryan last month. The new Director will be David Woodcock, who is currently a partner in the Dallas and Washington, D.C. offices of Gibson, Dunn & Crutcher LLP, where he serves as chair of the firm’s Securities Enforcement Practice Group. The announcement notes:
Mr. Woodcock is a widely recognized securities and governance attorney who returns to the Commission after serving as Director of the Fort Worth Regional Office from 2011 to 2015. During his prior SEC tenure, Mr. Woodcock led Enforcement and Examinations Division lawyers, accountants, and examiners, oversaw investigations in nearly every major area of the SEC’s enforcement program, served as a member of the Enforcement Advisory Committee, and created and served as Chair of the SEC’s cross-office and cross-division Financial Reporting and Audit Task Force, which was designed to enhance the SEC’s detection and prosecution of violations involving accounting and false financial statements.
Most recently, Mr. Woodcock’s practice at Gibson, Dunn & Crutcher focused on regulatory enforcement, internal investigations, and corporate governance. Previously, he served as a senior in-house corporate attorney at Exxon Mobil Corporation. Mr. Woodcock is also an Adjunct Professor of Law at Texas A&M University School of Law, where he has taught for more than a decade on securities, ethics, and compliance.
The SEC’s announcement indicates that Sam Waldon will continue to serve as Acting Director of the Division of Enforcement until David Woodcock starts on May 4.
Last month, the U.S. Government Accountability Office (GAO) released a report to the Senate Committee on Banking, Housing, and Urban Affairs and the House Committee on Financial Services titled “Recent Workforce Reductions and Other Personnel Management Changes.” This report was prepared pursuant to a directive in the Dodd-Frank Act which requires the GAO to report triennially on the quality of SEC’s personnel management. The overview of the report notes the following:
Since January 2025, the Securities and Exchange Commission (SEC) has implemented significant personnel management changes in response to executive orders and other direction from the administration. Key changes include offering voluntary departure incentives, requiring employees to work in the office full time, and removing references to diversity, equity, and inclusion from SEC policies and procedures. About 18 percent of employees left SEC during the fiscal year ending September 30, 2025. Most employees who departed took a voluntary departure incentive, and according to SEC, it did not conduct any involuntary terminations in response to executive actions in 2025. SEC also paused its leadership development program in 2025, in part due to uncertainty about the availability and timing of future advancement opportunities.
The report indicates that the SEC has taken some steps to manage the issues that it is facing from the Staff reductions and other changes. The report notes:
SEC has undertaken workforce planning efforts to manage its actions to reduce its workforce. In spring 2025, SEC conducted analysis and began holding human capital review meetings to understand the characteristics of departing staff and to identify skill and resource gaps.
– Analysis of departing staff. Following staff departures due to voluntary buyouts and deferred resignations in April 2025, SEC analyzed the characteristics of staff who left the agency. This analysis found, among other things, that employees with longer tenure were more likely to have taken the voluntary buyouts. Specifically, employees with 20 or more years tenure disproportionately made up the people who voluntarily departed. Officials said this outcome was expected because these employees were more likely to be eligible for early retirement.
– Human capital review meetings. In April 2025, officials from Human Resources and the Office of the Chief Operating Officer began holding modified versions of SEC’s annual human capital reviews with each division and major office on a regular basis. The purpose of these meetings was to gather information about workforce changes and help division heads determine how to reorganize to address these changes. Divisions identified some areas of lost expertise—for example, Investment Management identified lost expertise on rulemaking and on the Investment Company Act of 1940. Officials also assessed whether new priorities from the Chairman could reveal additional workforce gaps. For example, prioritizing cryptocurrency rulemaking might require SEC to address a gap because few employees have both rulemaking and cryptocurrency expertise.
In June 2025, following staff departures and disproportionate losses in specific areas of the workforce, SEC made changes to senior officer ratios and reviewed other supervisory ratios. Specifically, SEC increased the target ratio of employees and supervisory employees to senior officers. They also reviewed divisions’ and offices’ compliance to ensure that supervisory staffing met established targets, according to officials.
In July 2025, the Office of Human Resources began working with each division and
office to create and implement a plan to meet those ratios. Strategies to improve supervisory ratios included using incentives to encourage some supervisors to step down from management positions, combining groups that perform the same function, and shifting employees to new groups with similar job duties. In September 2025, SEC again offered voluntary early retirement and voluntary separation incentive payments to most supervisory-graded employees and allowed certain supervisors to accept a downgrade in their duties to help achieve the planned ratios. According to SEC, 42 people departed the agency in fiscal year 2026 as a result of these efforts.
In December 2025, SEC officials submitted an annual staffing plan in response to the November 2025 OPM and OMB memorandum on ensuring accountability in federal hiring. The memorandum provides guidance on the implementation of Executive Order 14356, which requires agencies to prepare an annual staffing plan in coordination with OPM and OMB and comply with the plan throughout the fiscal year. SEC’s fiscal year 2026 staffing plan identified positions for potential hiring for each division and office. It also identified other personnel actions SEC planned to take based on its workforce planning analysis of skills gaps and needs. For example, the plan included steps to consolidate business groups or work functions to address staffing levels after the voluntary departures and to increase internal and public-facing efficiencies, such as consolidating investor assistance functions nationwide under one office.
The Conferences will take place in Orlando, Florida on October 12-13. Our speakers and agenda will be posted soon, so please stay tuned. With all that is going on at the SEC this year, you will not want to miss the 2026 Proxy Disclosure & 23rd Annual Executive Compensation Conferences!
Better late than never, they always say. Yesterday, the SEC announced its Enforcement results for Fiscal Year 2025, which ended back on September 30, 2025. In the past, the SEC has reliably published is Enforcement results sometime in November following the end of the fiscal year, but for some reason we did not hear about the results until now, a little over six months after the end of fiscal 2025.
The announcement commences with, not too surprisingly these days, an indictment of past practices:
Central to an effective enforcement program is determining which cases to bring and responsibly stewarding Commission resources. Regrettably, such resources have been misapplied in prior years to pursue media headlines and run up numbers, and in turn, led to misguided expectations on what constitutes effective enforcement.
Call me old-fashioned, but isn’t it weird to read so many press releases from the SEC that are so critical of itself? In any event, here is what the announcement has to say about fiscal 2025 results:
During fiscal year 2025, the Commission filed 456 enforcement actions, including 303 standalone actions and 69 “follow-on” administrative proceedings seeking to bar or suspend individuals from certain functions in the securities markets based on criminal convictions, civil injunctions, or other orders, and obtaining orders for monetary relief totaling $17.9 billion. These enforcement actions addressing a broad range of misconduct demonstrate the Commission’s prioritization of cases that directly harm investors and the integrity of the U.S. securities markets, including offering frauds, market manipulation, insider trading, issuer disclosure violations, and breaches of fiduciary duty by investment advisers.
The results do not include the 1,095 matters in which potentially violative conduct was investigated and which were closed, the several matters where market participants remediated their practices, or cases that were otherwise not pursued.
FY 2025 was a unique period of transition for the enforcement division never experienced before in modern SEC history. It was characterized by an unprecedented rush to bring a significant number of cases in advance of the presidential inauguration and the aggressive pursuit of novel legal theories under the prior Commission.
This period brought about the current Commission’s resolution of prior cases that were not sufficiently grounded in the federal securities laws. The current Commission deliberately refocused the enforcement program on matters of fraud—cases that inherently require more time and resources to develop and bring, often requiring up to two or more years to manifest results.
Some of the key themes highlighted in the announcement include:
– Protecting retail investors
– Holding individual wrongdoers accountable
– Combatting securities fraud wherever it occurs
– Safeguarding markets from abusive trading
– Deploying resources judiciously as to emerging technologies
The announcement also includes an addendum that provides more detailed statistics highlighting the Division of Enforcement’s fiscal 2025 Enforcement activities.
Yesterday, SEC Chairman Paul Atkins joined Texas Governor Greg Abbott, Florida Governor Ron DeSantis, Citadel Securities President Jim Esposito, Texas Stock Exchange Founder & CEO Jim Lee, and other business leaders and public officials at an event in Miami, Florida called “Welcome to the Boom Belt.” The “Boom Belt” for this purpose is a the fast-growing region of the southeast United States that stretches from Florida to Texas.
In his remarks at the event, Chairman Atkins reiterated the three pillars of his “MIGA” movement, noting:
It is little surprise, then, that shortly after I left the SEC back in the mid-1990s as chief of staff, there were more than 7,800 companies listed on the U.S. exchanges—and by the time that I returned last year as Chairman, that figure had fallen by roughly 40 percent.
This trajectory tells a cautionary tale that we are working to rectify through the three pillars of my plan to make IPOs great again.
First, we are modernizing, rationalizing, and streamlining disclosure reports so that they are meaningful, understandable, and not a repellant to investors. Too many SEC requirements that began as a framework to inform have become instruments to obscure — drifting along the way from what a reasonable investor would consider important to what a regulator might find interesting. That is completely opposite of what should be the case since we are commanded by law to put the investor first.
Our disclosure regime is most effective when the SEC provides the minimum effective dose of regulation necessary to elicit the information that is material to investors, and we allow market forces—not the regulator—to drive the disclosure of any additional aspects that may be beneficial. Materiality, in short, must reclaim its place as the SEC’s north star.
Second, as part of the three pillars of making IPOs great again, we are focused on ensuring that States, and not the SEC, regulate matters of corporate governance. Over time, the agency has used its disclosure authority to attempt to indirectly establish governance standards that state corporate law should and can address. We must stay in our lane as a disclosure agency and not be a merit regulator.
Third [pillar], and finally, we are allowing public companies to have litigation alternatives while maintaining an avenue for shareholders to continue to bring forth meritorious claims. At the SEC, we have been hard at work on executing this plan so that we can shield the innovator from the frivolous—and protect the investor from the fraudulent.
Taken together, these reforms represent something larger than a regulatory agenda — indeed, they herald the SEC’s return to first principles that have made this region’s ascent so remarkable. In many ways, the Boom Belt embodies the best of what we are working toward in Washington. And guided by your example, we are reminded that the most consequential reforms are not those that add to the compliance burden, but those that have the courage to lift it.
One area that the SEC could potentially address as part of its MIGA movement is the patchwork of rules and statutory provisions that govern pre-offering communications. Despite my best efforts as a regulator over the years to defend the ramparts of Section 5 against illegal communications in securities offerings (I was reviewing Webvan’s IPO when it was delayed for a gun-jumping violation, and later, as Chief Counsel, I dealt with the publication of a Playboy interview with the founders of Google while the company was in registration for its IPO), the “offer” side of the equation has largely been substantially deregulated, as former Corp Fin Director Linda Quinn once envisioned in her 1996 remarks “Reforming the Securities Act of 1933: A Conceptual Framework.” Such deregulatory efforts were jumpstarted by the JOBS Act and have been furthered by the Commission, as it has adopted rules such as Rule 163B, Rule 147 and permissive pre-offering communications regulations as part of Regulation A and Regulation Crowdfunding.
As Anna Pinedo recently noted in Mayer Brown’s “Free Writings & Perspectives” blog, a rulemaking petition has been submitted to the SEC by the CEO & Founder of Radivision, Inc., calling on the SEC to amend its communications rules to facilitate more participation in offerings by retail investors. The blog notes:
A rulemaking petition filed recently highlights the need to address the communications safe harbors. The Securities and Exchange Commission has not reviewed the rules and regulations relating to social media under the securities laws since 2000. The last comprehensive review of the rules relating to offering related communications and safe harbors was Securities Offering Reform, which now was over 20 years ago. Since then, there have been modest changes to the communications rules, principally in connection with exempt offerings and the JOBS Act. The petition notes that, in some respects, the communications rules are more liberal in the case of offerings made pursuant to Regulation Crowdfunding (CF) and Regulation A offerings than in connection with testing-the-waters communications in the context of SEC registered offerings.
The petition requests that the SEC take action to amend Rule 163B to expand the class of permitted test-the-waters investors, which now includes only qualified institutional buyers and institutional accredited investors, so that, at a minimum, accredited investors might be included. The petition suggests that if the categories of persons were to be expanded, then, written test-the-waters materials should include a brief legend noting that no offer to sell is being made and no allocation commitment exists. In addition, the petition requests that Rule 169, the safe harbor relating to regularly released factual business information, be amended to (1) broaden its application to communications during registered offerings, (2) clarify that the safe harbor applies to digital and social media communications, and (3) harmonize the safe harbor with the communications standards applicable under Regulation A and Regulation CF that allow issuers to communicate freely with prospective retail investors while undertaking registered offerings. Finally, the petition requests that the SEC issue interpretive guidance confirming that the SEC’s policy judgments permitting retail solicitation in Regulation CF, Regulation A, and Rule 506(c) offerings apply to IPOs.
We shall see if lawmakers or the SEC will consider any of these suggestions in future legislative or regulatory action.
Last month, I highlighted the SEC’s announcement of a Roundtable on Options Market Structure coming up on April 16, and now the SEC has announced the agenda and panelists for that event. Following opening remarks by Commissioner Peirce, Commissioner Uyeda and Jamie Selway, Director of the Division of Trading and Markets and a presentation of data from the Office of Analytics and Research in the Division of Trading and Markets, the first panel “will focus on how the current options market structure facilitates or hinders the ability of liquidity providers to compete fairly and freely in furtherance of a robust national market system for standardized listed options.” The second panel will focus on the customer (i.e., non broker-dealer) experience with listed options, and then the third panel “will focus on the growth of listed options, the associated challenges and opportunities that growth presents, and the issues that the Commission and market participants should consider in the years ahead.”
The Roundtable will take place from 9:00 a.m. to 3:15 p.m. Eastern time at the SEC’s headquarters and registration for in-person attendees is required. The public can also watch the webcast on the SEC’s website. The SEC is currently accepting comments on this topic at the Roundtable on Options Market Structure event page.
I highlighted back in February that a new board had been sworn in at the PCAOB, and that group held its first open Board meeting last week to chart a course under that new leadership. At the open meeting, the Board approved a request for public comment seeking input regarding the PCAOB’s strategic priorities. The announcement of the meeting notes:
The feedback received will help inform the development of the PCAOB’s 2026-2030 strategic plan and guide the PCAOB’s focus areas for future standard-setting activities. Importantly, the public will have further opportunities to provide input on a draft 2026-2030 strategic plan and refreshed standard-setting focus areas later this year.
The request for public comment indicates that the board is particularly interested in receiving comments addressing the following questions:
1. What should the PCAOB focus on as its strategic priorities in registration, inspections, and enforcement over the next two to five years to further its statutory mission?
2. What changes should the PCAOB make to its inspections program including, but not limited to, changes in light of its new quality control standard (QC 1000)?
3. What inspection information would be most useful to stakeholders, and how could inspection reporting be enhanced under a quality control-focused inspection program?
4. What standard-setting projects should the PCAOB pursue?
5. How can the PCAOB achieve greater alignment of its auditing standards with international auditing standards?
6. In what ways should the PCAOB consider deploying technology, including AI, to help further its investor-protection mission?
7. How can the PCAOB enhance transparency with its stakeholders?
Comments are requested by May 15, 2026, and can be provided via email at comments@pcaobus.org or by delivery to the following address: Office of the Secretary, PCAOB, 1666 K Street, NW, Washington, DC 20006-2803.
With all of the focus on tokenized securities these days, now is a great time to catch on what you need to know with our latest Timely Takes Podcast. Meredith is joined by Scott Kimpel, who is a partner at Hunton, where he leads the firm’s working group on blockchain and digital assets. The topics covered on this podcast include:
– Plain English definition of key terms
– ‘Issuer-sponsored’ tokenization versus ‘third-party’ tokenization
– What a simple stock trade looks like in an “on-chain” system
– Why Scott expects market intermediaries will continue to play a big role in the securities markets
– How tokenization will facilitate 24/7 trading and atomic settlement (i.e., T+0)
– How tokenization will streamline the proxy voting process
– Recent action by the SEC, DTC, Nasdaq, NYSE and others to facilitate the tokenization of securities
– The risks of transitioning to a new blockchain-based system
As always, if you have insights on a securities law, capital markets or corporate governance issue, trend or development that you would like to share in a podcast, we would love to hear from you. Email Meredith and/or John at mervine@ccrcorp.com or john@thecorporatecounsel.net.
NAVEX just released its 2026 Whistleblowing & Incident Management Benchmark Report (available for download). The reported results are based on NAVEX’s database of 4,052 organizations, 2.37 million individual reports, and nearly 200,000 conflict-of-interest disclosures made through NAVEX One Disclosure Manager during 2025. Here are some key findings from the executive summary.
Median Reports per 100 Employees once again reached an all-time high. At 1.65 in 2025, reporting increased nearly 5% over the sustained record levels of the previous two years. This is particularly notable given that past periods of economic uncertainty often led to lower reporting levels due to fear of calling attention to oneself. Fewer organizations are experiencing very low reporting activity, and more are receiving higher Reports per 100 employees. Reporting increased across nearly all organization sizes, with the largest enterprises remaining near five-year highs.
Organizations that track all intake channels – Web, Hotline and other sources – consistently report higher visibility into concerns. Monitoring all reporting avenues remains essential to understanding an organization’s full risk profile, particularly as increased reporting places greater demands on response systems.
One of the most significant findings this year relates to Case Closure Time. The median increased by seven days year-over-year, from 21 to 28 days – a 33% increase. No organization size was immune, and nearly every Risk Type experienced longer investigation timelines. Workplace Civility cases, which historically resolved more quickly, increased from 19 to 31 days.
While the percentage of cases open for more than 100 days declined, cases closed within 10 days decreased significantly, signaling pressure on investigative systems. Workforce reductions, economic pressures and increasing case complexity may be influencing timelines. Additionally, integration of AI-enabled tools may introduce additional review steps that enhance insight while extending duration. Regardless of cause, timely resolution remains essential to sustaining reporter confidence.
