I recently purchased a t-shirt that boldly proclaims “I’m from the 1900s.” As with any other impulsive purchase, I am not sure if I will ever actually wear this shirt, but for some reason that message spoke to me at the time. It evokes a bygone era before we had blogs, e-mail, social media and artificial intelligence models capable of threatening to wipe out humanity. In other words, from afar, those seem like much simpler times. In fact, the electronic communications age had already arrived in force by the 1990s, when the SEC was grappling with the concept of electronic delivery of securities information that was previously transmitted in paper by snail mail. This resulted in a pair of Commission interpretive releases from the mid-1990s that still serve as the operative guidance to this day.
Yesterday, the SEC announced proposed new Regulation E-Delivery, seeking to bring the delivery of materials under the federal securities laws into more modern times. In a statement accompanying the proposal, Chairman Atkins notes:
The world has changed dramatically since many of our rules were first adopted. But, all too often, our regulatory framework has remained static. Default paper delivery results in a constant source of unnecessary expenses that are paid for by American investors and reduce their investment returns. In an age of artificial intelligence and blockchain technology, a default to paper delivery should be a relic, not a standard.
If adopted, Regulation E-Delivery would establish requirements and conditions under which essential information could be delivered electronically to investors and others without first obtaining their affirmative consent to do so. Currently, much of the required regulatory information is delivered in paper form unless the recipient affirmatively elects otherwise. The modernized approach, if adopted, generally would supersede the Commission’s decades-old, guidance-based e-delivery framework while preserving investors’ ability to receive delivery in paper on request. Importantly, it would substantially reduce paper, printing, and postage costs for issuers, intermediaries, and, ultimately, investors.
Under my chairmanship, we will not remain tethered to the tools or the temperament of a bygone era. Regulation E-Delivery is not merely a proposed administrative adjustment; it represents a meaningful advancement toward aligning our rules with the needs of today’s markets.
In a Fact Sheet describing that proposal, the SEC notes:
Currently, many required regulatory disclosures and reports under the federal securities laws are delivered in paper format, unless the person with a right to receive these disclosures and reports affirmatively elects otherwise. Reg E-Delivery, if adopted, would be the Commission’s primary rule addressing e-delivery. It would generally supersede the Commission’s current guidance based e-delivery framework and would permit e-delivery as the default method of delivery to investors, clients, and others subject to certain conditions.
The Commission’s new e-delivery approach is designed to address concerns that issuers, market intermediaries and, ultimately, investors and other recipients of information under the federal securities laws may be bearing unnecessary costs and expenses associated with a default delivery method that no longer reflects the preference of most investors. Further, e-delivery offers the opportunity to provide recipients of required disclosures and reports with potentially more personalized, interactive, timely, and efficient experiences with disclosure than paper delivery. It also provides accessibility and retention benefits. The proposal builds on the Commission’s decades-old e-delivery guidance as well as the Commission’s understanding about investors’ use of and preferences for electronic media, including through recently conducted investor testing surveys.
Proposed Regulation E-Delivery would permit, but not require, covered entities to use e-delivery as the default method of delivery for covered information under specified conditions. The proposed regulation provides that a covered entity could rely on Regulation E-Delivery to satisfy its delivery obligations where: (1) the covered recipient has provided an electronic address; (2) the covered entity has provided a prominent disclosure to the covered recipient that it will send covered information to the electronic address provided; and (3) the covered recipient has not opted out of e-delivery.
Regulation E-Delivery would include a number of general requirements addressing the method and timing of e-delivery, as well as the ability to opt out, the ability to receive a paper version of covered information free of charge upon request. Proposed Regulation E-Delivery would also include specific requirements for those websites where the covered information is provided.
When you think about the fact that the guidance proposed Regulation E-Delivery would replace is from the mid-1990s, it definitely seems that we are due for a change!
Earlier this week, the SEC’s Office of the Advocate for Small Business Capital Formation and the Division of Corporation Finance co-hosted a virtual roundtable for the purpose of re-examining the IPO process and reassessing the framework for how companies of all sizes access public capital. As noted in the agenda for the program, the moderators were Courtney Haseley from the Office of the Advocate for Small Business Capital Formation and Ted Yu from the SEC Division of Corporation Finance, and the engaged with speakers from law firms, an investment bank, the NYSE and OTC Markets.
The panelists discussed the SEC’s current rulemaking agenda, and were generally supportive of the SEC’s proposal to permit companies to choose to provide semiannual reports rather than quarterly reports. The panelists noted that it is uncertain to tell at this point whether companies would embrace the semiannual reporting option if the rule proposal were ultimately adopted, noting that factors such as peer practices, contractual restrictions and capital-raising consideration would likely influence whether companies would choose the optional semiannual reporting approach. On the topic of capital raising, the panelists expressed support for the SEC’s recent proposal to reform the registered offering process.
The panelists also discussed ideas for improving the IPO process, and a number of topics were addressed. The panelists discussed how it would be helpful to eliminate regulatory differences between going public through an underwritten offering versus a de-SPAC or reverse merger process. They noted that the SEC should consider reducing or eliminating the 15-day waiting period from the time of making a public filing of a registration statement following confidential review to the launch of the IPO. The panelists discussed how the SEC might reconsider gun-jumping restrictions and other communications limitations in connection with the IPO process, as well as easing restrictions on the involvement of research analysts in the IPO process. Further, the group discussed the costs and effort necessary to get ready for an IPO, and in particular the impact of PCAOB requirements when preparing the required financial information.
This type of dialogue is always useful, and hopefully it will inform that SEC’s efforts as they proceed along the “Make IPOs Great Again” path.
I am wrapping up my week of focusing on our upcoming our 2026 Proxy Disclosure and Executive Compensation Conferences with a look at how we plan to cover the rapidly unfolding SEC regulatory agenda, which will be playing out in real time as we assemble in Orlando on October 12th & 13th.
Looking back at the nearly two decades of Proxy Disclosure and Executive Compensation Conferences that I have been a part of, I think that we have always done a great job of bringing you the latest insights on everything going on at the SEC that impacts your disclosures and engagement activities. As the political winds have shifted back and forth in Washington over the years, we experienced a very dynamic environment on the SEC front when planning many of our conferences, which definitely keeps things interesting for our conference planners, panelists and attendees! In fact, it seems like only yesterday that I was on a panel speaking about the SEC’s climate-related disclosure rules, only to have the SEC propose to rescind those rules just a month and half ago!
It is through this lens that I want to highlight for you all of our programming at the October Conferences that will be specifically focused on up-to-the-minute SEC developments:
1. We will kick off the first day of the October Conferences with my interview of Christina Thomas, who serves as Deputy Director of the SEC’s Division of Corporation Finance & Chief Advisor on Disclosure, Policy, and Rulemaking. Christina will share views on the latest developments and priorities for the Corp Fin Staff and expectations for the upcoming proxy season.
2. As I mentioned yesterday, the SEC All-Stars will convene at the Proxy Disclosure Conference to the set the stage with a focus on the big picture of the SEC’s rulemaking agenda when it comes to capital raising and public company regulation, delving into the filer status and semiannual reporting proposals, the registered offering reform proposal, some of the key Corp Fin policy changes and guidance that impacted the 2026 Proxy Season and the SEC regulatory focus on its “Make IPOs Great Again” campaign.
3. As I noted on Monday, our panel “The Fate of Shareholder Proposals” will engage in an in-depth discussion of the experiences with Rule 14a-8 during the unusual 2025-2026 proxy season, as well as the SEC’s efforts directed toward shareholder proposal reform.
4. At the Proxy Disclosure Conference, we have a panel titled “SRCs, EGCs & FPIs: What’s Next?” that will focus on the SEC’s semiannual reporting and filer status rulemakings, reviewing the proposed rules and public comments and sharing practical implications and key takeaways.
5. As I mentioned yesterday, the SEC All-Stars will get together at the 23rd Annual Executive Compensation Conference to discuss the SEC’s compensation-related rulemaking and guidance in 2026, including the SEC’s efforts to review and potentially change the executive compensation disclosure rules, as well as the impact of the SEC’s semiannual reporting and filer status rule proposals from a compensation perspective.
6. As I noted on Wednesday, the 23rd Annual Executive Compensation Conference features the panel titled “Your Compensation Disclosures: New & Improved (We Hope)!” that is built on our expectation that we will likely see a proposal to overhaul executive compensation disclosure requirements from the SEC in the Fall.
Throughout all of the other panels taking place over the course of our two days of conferences, you will hear additional perspectives on how the regulatory environment is influencing many other areas, including activism, ESG, perquisites, shareholder engagement, the use of technology, proxy advisory firms and so much more!
During this critical time when so many things are changing, you should come to our October Conferences so you can be fully informed as all of these developments unfold. If you sign up now, you can take advantage of our early bird discount, which is in effect until next Friday. You can register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271.
With the SEC set to go down to just two Commissioners this year, Meredith recently revisited the quorum rule that governs action by the SEC Commissioners that we have referred to time and time again when the number of sitting Commissioners shrinks. I encountered the smallest Commission during my time in the practice during my first go-round at the SEC, when Chairman Levitt and Commissioner Wallman served as a two-member Commission. Broc Romanek recounted those days in his Cooley blog from last month, where he talks about the “Rule of 2” that allows for a quorum of two Commissioners during personnel shortages, vacancies or recusals.
I was therefore surprised to see in yesterday’s Daily Update from Securities Docket that the CFTC is getting along just fine with only one Commissioner, initiating eight rulemakings in the month of June with a very short-staffed Commission! The Bloomberg Law story referenced in the Daily Update notes:
The US regulator in charge of derivatives trading is rapidly proposing rules to establish its authority over prediction markets and digital assets, charging ahead with formal policies on big-ticket issues even as four out of its five commissioner seats remain vacant.
The Commodity Futures Trading Commission has initiated rulemaking on eight items since June, roughly doubling its output from the rest of President Donald Trump’s second term, according to a list of published proposals.
That includes one last month to crack down on war-related bets, as the agency challenges states over who regulates prediction markets that allow users to bet on reality TV results, the midterm elections, and more.
Part of the CFTC’s rulemaking push includes increased harmonization with the Securities and Exchange Commission, which listed dozens of proposals in its semiannual regulatory agenda this month following a slow start to the second Trump administration.
Although both Wall Street regulators typically flex their rulemaking powers across administrations, the CFTC is doing so at a rapid pace that’s likely accelerated by its unusual single-member leadership, with Chairman Michael Selig serving alone at the top, agency veterans said.
“The speed in which the rules are coming out, and just the pace of it, is something I don’t think we’ve ever seen before,” said Elizabeth Lan Davis, a Davis Wright Tremaine LLP partner and former CFTC attorney.
“Every week there’s now two or three more rules proposed or a request for comment,” she said.
You have got to hand it to Chairman Selig for pulling off some one-man-band level of activity to keep such a robust rulemaking agenda on track!
With the MLB All-Star Game now behind us (way to go American League!), it is only fitting that I mention the SEC All-Stars panels that we will be featuring at the 2026 Proxy Disclosure Conference and the 23rd Annual Executive Compensation Conference. You know the drill by now – these Conferences will be taking place on October 12th & 13th in Orlando, Florida and via a live, nationwide webcast.
Now, I count my blessings every day that CCRcorp sees fit to group me with the talented bunch of former SEC officials that we call the SEC All-Stars. It makes me feel like I am part of the Justice League or something like that. At our conferences each year, the SEC All-Stars are tasked with setting the stage for the panels to come, providing their perspectives on the key issues that will be discussed throughout the rest of the two days of programming. These panels are truly a great opportunity to hear from practitioners who are at the top of the profession, and who can draw on years of experience dealing with regulatory matters at the SEC and advising clients in private practice.
Kicking things off on October 12th at the 2026 Proxy Disclosure Conference, we have our first All-Stars panel titled “The SEC All-Stars: Proxy Season Insights.” On this panel, I will be joined by Michele Anderson from Latham, Sonia Barros from Sidley, Tamara Brightwell from Wilson Sonsini, David Fredrickson from Covington and Lona Nallengara from A&O Shearman. During this panel, we discuss the big picture of the SEC’s rulemaking agenda when it comes to capital raising and public company regulation, delving into the filer status and semiannual reporting proposals, the registered offering reform proposal, some of the key Corp Fin policy changes and guidance that impacted the 2026 proxy season and the SEC’s continuing focus on its “Make IPOs Great Again” campaign. We will also take audience questions, so start thinking about your questions today!
On the next day at the 23rd Annual Executive Compensation Conference, I will be joined by yet another group of SEC All-Stars, this time for the panel “The SEC All-Stars: Executive Pay Nuggets.” This line-up of All-Stars includes Mark Borges from Compensia and CompensationStandards.com, Brian Breheny from Skadden, Meredith Cross from WilmerHale, Ron Mueller from Gibson Dunn and Jennifer Zepralka from Mayer Brown. On this second day, we will be focused on the SEC’s compensation-related rulemaking and guidance in 2026, including the SEC’s efforts to review and potentially change the executive compensation disclosure rules, the impact of the SEC’s semiannual reporting and filer status rule proposals from a compensation perspective, the key developments with proxy advisory firms and proxy voting and the impact of those developments on compensation design and engagement and the exciting world of prediction markets, including the steps that companies should be taking now. We will also be taking audience questions, so come prepared for this panel as well.
Suffice it to say that these All-Stars panels will packed with practical insights and perspectives that you will not want to miss, and they will be the perfect prelude to a much deeper dive on many of these topics throughout the rest of the 2026 Proxy Disclosure and Executive Compensation Conferences.
Keep in mind that the clock is ticking on securing your early bird rate for the October Conferences – you now only have a little over a week to act, because the early bird offer expires on July 24. As you may have seen subtly suggested in one of my prior blogs this week, you can register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271.
You may be wondering why we don’t pit the two All-Star teams against each other in a heated competition, such as an epic rap battle or a dance-off. Well folks, we try to keep things pretty highbrow at the October Conferences, that’s why we don’t ever have any things like puppet shows and game shows during the programming.
Speaking of SEC All-Stars, we recently posted the transcript for our “Proxy Season Post-Mortem: The Latest Compensation Disclosures 2026” webcast on CompensationStandards.com, during which I was joined by Compensia’s Mark Borges and Gibson Dunn’s Ron Mueller to discuss the “lessons learned” from the 2026 proxy season that companies can start carrying forward into the next proxy season. Among the topics that we discussed were:
– Today’s Incentive Compensation Challenges
– The State of Say-on-Pay During the 2026 Season
– Experience with Proxy Advisors’ New Pay-for-Performance Analyses
– Shareholder Engagement Challenges & Responsiveness Disclosures in 2026 Proxy Statements
– BlackRock, State Street, and Vanguard Stewardship Approaches in 2026
– Compensation Clawbacks: Evolving Disclosures and the Coming Three-Year “Lookback”
– The 2026 Shareholder Proposal Process; Executive Compensation-Related Shareholder Proposals
– Proxy Advisors: Status of Lawsuits and Regulation
– Waning Proxy Advisor Power, the Rise of AI, Emerging Institutional Investor Policies and Managing Divergent Shareholder Views
– What’s To Come: Musings on Recent SEC Rule Proposals
Members of CompensationStandards.com can access the transcript of this program. If you are not a member, email info@ccrcorp.com to sign up today and get access to the full transcript – or call us at 800.737.1271.
Back in March, John noted that the EEOC had issued two technical guidance documents following up on President Trump’s executive order targeting private sector DEI programs. The guidance contained in those two documents raised several specific areas of potential concern, including diverse interview slate policies, employee resource groups with membership restrictions, segregated training and programming, and mentoring or networking programs limited to members of protected classes. This EEOC guidance emphasized that no general business interest in diversity will justify race-motivated employment actions, and also clarified the EEOC’s position on how Title VII applies to other aspects of workplace DEI initiatives and practices.
Over on the PracticalESG blog, Zach Barlow recently noted that the EEOC has announced that it is rescinding its prior long-standing regulatory guidance on voluntary affirmative action programs. This guidance worked within the Civil Rights Act’s Title VII and clarified when employers can take voluntary actions to improve employment opportunities for underrepresented groups. Zach notes:
A recent Sheppard memo discusses the steps that employers should take to reassess programs and ensure compliance in the new regulatory environment:
“Monitor federal and state developments. Rescinding the Guidelines does not affect obligations arising under state or local law. Employers should assess local requirements to ensure compliance.
Assess existing affirmative action programs. Employers should identify all programs, policies, or practices that reference, rely on, or were structured under the Guidelines or that otherwise take race, sex, national origin, or other protected characteristics into account in hiring, promotion, or other employment decisions.
Evaluate legal justifications independently. With the EEOC Guidelines no longer available, employers maintaining voluntary affirmative action measures should assess whether those measures can be independently justified under applicable legal precedent.
Engage counsel before enforcement forces the issue. Employers that assess their programs now—before a charge, complaint, or litigation challenge—will be better positioned to make informed decisions about program design, modification, or discontinuation. Sheppard’s Labor and Employment team is actively monitoring these developments.”
Employers with affirmative action programs can no longer rely on the almost 50-year-old guidance. Now programs must be assessed in light of the EEOC’s current stance. The EEOC has published much on what it considers to be “illegal DEI.” Employers should familiarize themselves with these statements and craft strategies to protect diversity within their organizations and ensure compliance with the government’s interpretation of civil rights law.
These developments will continue to shape public company DEI programs and the disclosure that companies provide regarding these programs in their annual reports, proxy statements and sustainability reports.
If you do not have access to the complete range of benefits and resources on PracticalESG.com, be sure to sign up now by contacting us at info@ccrcorp.com or 800-737-1271 for assistance.
It goes without saying, executive compensation is always a hot topic, and that hot topic is the focus of Day 2 of our 2026 Proxy Disclosure and Executive Compensation Conferences that will be taking place on October 12th & 13th in Orlando, Florida and via webcast. This, my friends, is going to be the 23rd Annual Executive Compensation Conference, and it is wild to think that I have had the great honor and privilege of participating in most of our Executive Compensation Conferences. We have been fortunate to discuss some big developments in executive compensation over the years, including the SEC’s disclosure rule changes in 2006 and the advent of Say-on-Pay in 2011. I feel like this year is another big one for the Executive Compensation Conference, as the SEC is in the process of considering potential major changes to the executive compensation disclosure rules yet again.
After we hear from the SEC All-Stars with their executive pay nuggets to kick things off at the 23rd Annual Executive Compensation Conference, we will dive right into the potential changes to the executive compensation disclosure requirements with our panel “Your Compensation Disclosures: New & Improved (We Hope)!” This panel will be moderated by Maj Vaseghi of Latham & Watkins and the panelists are Sheri Adler of Troutman Pepper Locke, Renata Ferrari of Ropes & Gray, Brandon Gantus of Wilson Sonsini and Ali Nardali of K&L Gates.
This panel is built on our expectation that we will see a proposal to overhaul executive compensation disclosure requirements to be sent to the Office of Information and Regulatory Affairs for interagency review soon, while the SEC has already released proposed amendments that, if adopted, could make approximately 80% of public companies eligible for scaled disclosure accommodations akin to those currently available to smaller reporting companies, which include significantly reduced compensation disclosures and no shareholder advisory votes on say-on-pay. The panel will discuss the SEC proposals, and how companies newly eligible for accommodations will need to carefully consider scaling back because investors have made clear their preference for fulsome compensation disclosures, and without a say-on-pay vote, investor frustration may be felt in director support levels.
This panel at the 23rd Annual Executive Compensation Conference is a great example of all of the practical and relevant topics that we will cover at the October Conferences. We have put together a great agenda with a fantastic group of speakers who are all the leading experts in their field. You do not want to miss this opportunity to catch up on all developments in executive compensation, governance, disclosure practices, activism and shareholder engagement.
Be sure to take advantage of our discounted “early bird” rate until July 24! You can register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271.
I have been known to say “if it is free, it is for me” from time to time, and that phrase comes to mind when considering tomorrow’s free webcast here on TheCorporateCounsel.net. Be sure to tune in at 2:00 pm Eastern tomorrow for our webcast – “The SEC’s Proposal to Simplify Filer Status & Reduce Reporting Burdens” – to hear from me and the all-star line-up of Luna Bloom, Associate Director (Legal and Regulatory Policy) in the SEC’s Division of Corporation Finance, Howard Dicker from Weil and Raquel Fox from Skadden on the topic of the SEC’s proposed amendments that would that would simplify the filer status framework and expand eligibility for scaled disclosure and other accommodations currently available to smaller or newly public companies so that all but the largest public companies could take advantage of them. We will discuss the SEC’s proposed rule changes and explore the practical implications of a these potential significant changes that are focused on smaller public companies. Topics include:
– Overview and Policy Objectives of the Proposal
– Revisions to Filer Classifications and Definitions
– Expanded Accommodations and Scaled Disclosure
– Initial and Annual Determinations of Filer Status; Transition Rules
– Requests for Comments and Potential Changes to the Proposed Rules
– Considerations for Companies Considering Scaled Disclosure
– Relationship of the Proposal to Other SEC Initiatives
We are offering this critical live webcast at no charge, even to non-members of TheCorporateCounsel.net. Non-members can register for the free stream here. The on-demand version of the webcast will only be available to members of TheCorporateCounsel.net.
As usual, we will apply for CLE credit in all applicable states (with the exception of SC and NE who require advance notice) for this one-hour webcast. You must submit your state and license number prior to or during the live program. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider when your state issues approval, typically within 30 days of the webcast. All credits are pending state approval.
This program will also be eligible for on-demand CLE credit when the archive is posted, typically within 48 hours of the original air date. Instructions on how to qualify for on-demand CLE credit will be posted on the archive page.
Recently, the PCAOB has announced a number of measures directed toward its standard setting process and research agenda, the application and implementation of audit standards and the inspection process. The PCAOB has also seen changes in personnel in key positions in recent weeks.
Last week, the PCAOB announced that it had named the members of its Inspections Modernization Council. As noted in the announcement, the Inspections Modernization Council is “[a] resource group composed of outside parties with a stake in the PCAOB’s inspection activities, [and] the IMC will provide perspectives to inform the PCAOB’s efforts to modernize its inspection program and thereby improve audit quality.” The Council will consider the content of inspection reports, the impact of technology on inspections and a focus on the inspection of a firm’s systems of quality control. The members of the Council include representatives from accounting firms, companies, investment firms, consulting firms, academia and COSO.
The PCAOB also recently announced the establishment of a Firm Consultation Process, which is “designed to provide more timely and consistent guidance from PCAOB staff. The new process will allow registered public accounting firms to submit questions directly to OCA staff and receive informal staff views regarding the implementation of new standards and application of existing standards.” The PCAOB does not plan to make consultation requests public, but the Office of the Chief Auditor may publish public guidance for “questions that are frequently asked or may be of use more generally.”
Further in the spirit of consultation, in late June the PCAOB announced that it had opened a public comment period or stakeholders to provide input on potential future areas of focus for standard setting. In addition, the PCAOB is seeking feedback on “revisiting its general approach to standard setting and considering the potential impact of the recent SEC proposal regarding semiannual reporting on the PCAOB’s suite of standards.”
