The CAQ’s SEC Regulations Committee meets periodically with the SEC Staff to discuss emerging financial reporting issues relating to SEC rules and regulations. The CAQ recently published the highlights from the joint meeting of the SEC Regulations Committee and the Staff that took place on March 12, 2026. The topics addressed include:
– Smaller Reporting Company status following a change in fiscal year end;
– Smaller Reporting Company status determination when annual revenues previously exceeded $100 million;
– Corporation Finance Interpretations 130.05 and filer status determination upon consummation of a de-SPAC transaction; and
– Filing interim financial information for private operating company when a reverse merger between two operating companies occurs after fiscal quarter end, but before Form 10-Q is due.
As always, these highlights offer useful insights into the Staff’s approach on a wide range of financial reporting issues.
I spent part of this week in Orlando, Florida for a firm event, and that experience reminded me that we are just a little over five months away from our 2026 Proxy Disclosure & 23rd Annual Executive Compensation Conferences, which will be held on October 12th and 13th in Orlando. As you have no doubt observed from reading this blog over the past two weeks, the rulemaking floodgates have opened at the SEC and we are likely to see quite a few proposals coming from the Commission in the weeks and months ahead. Our October Conferences present a great opportunity to hear from our outstanding speakers on all of the changes contemplated by the SEC, as well as how those changes will impact you and your company.
You can now check out the full agendas for the October Conferences, as well as our list of speakers. At the 2026 Proxy Disclosure Conference, I will be interviewing Christina Thomas, Deputy Director of the Division of Corporation Finance, and you will have an opportunity to hear from our “SEC All-Stars” (including yours truly) at both Conferences. You can register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271. I encourage you to sign up today so you can take advantage of the early bird rate!
While you are in Orlando, I encourage you to take advantage of all that the area has to offer. On Sunday, I got the opportunity to take the Disney’s Keys to the Kingdom Tour, which is a guided walking tour of the Magic Kingdom, including backstage areas such as the famed underground “Utilidor” tunnels that allow people and supplies to travel beneath the park unseen!
The excitement was palpable yesterday upon the release of the SEC’s semiannual reporting proposal, much like when Navin R. Johnson proclaimed “The new phone book is here! The new phone book is here!” in The Jerk some 47 years ago.
If you are wondering why we did not receive a heads-up that these proposed amendments were to be considered at an upcoming open meeting of the Commission, that is because there was no open meeting scheduled and thus no Sunshine Act notice was issued. Here is a blog from Broc from over a dozen years ago explaining the Commission’s ability to propose and adopt rules by seriatim, without the need to hold an open meeting. With the Commission now comprised of a Chairman and two Commissioners that are all from the same political party (and therefore they would be expected to unanimously approve rulemaking actions), it is likely that we will not see too many rulemaking actions considered at full-blown open meetings. As Liz explained and Meredith expanded upon in recent blogs, we are still able to get some insight into imminent rulemakings by monitoring the dashboard of the White House’s Office of Information and Regulatory Affairs (OIRA), where SEC rulemaking initiatives under review by that office are listed until the review is completed. The difference with this approach is largely that we do not have any way of predicting how long the OIRA process will take, whereas with a Sunshine Act notice you generally knew that the Commission would consider the rulemaking action within a week’s time.
As this entry from the Goodwin Public Company Advisory Blog notes, the SEC’s proposed amendments contemplating an optional approach to semiannual reporting:
The SEC proposed amendments (summarized in this Fact Sheet) that would allow public companies to elect to file semiannual reports on new Form 10-S, rather than filing quarterly reports on Form 10-Q. The SEC also proposed amendments to the financial statement reporting requirements of Regulation S-X and other rules and forms to facilitate the semiannual reporting option.
The proposal would amend Exchange Act Rules 13a-13 and 15d-13 to provide reporting companies with the option to shift from quarterly to semiannual reporting. Specifically, companies could elect to file two reports per year on a new Form 10-S and a Form 10-K, rather than filing a Form 10-K and three Form 10-Qs. Those companies that do not make this election would continue to file periodic reports on a quarterly cycle as is the case today. The election would be made by checking a box on specified filings, including the Form 10-K or certain registration statements, and is intended to provide companies with greater flexibility to choose the reporting cadence that best aligns with their business and investor needs.
Proposed Form 10-S would require the same narrative disclosures and financial information as Form 10-Q, but covering a fiscal six-month period rather than a fiscal quarter. The financial statements for a semiannual period would be prepared in accordance with U.S. GAAP and reviewed by an independent auditor, but would not need to be audited. The Form 10-S would be due 40 or 45 days after the end of the reporting period, depending on a company’s filer status.
The SEC’s proposal also includes conforming changes to Regulation S-X to align financial statement requirements with an optional semiannual reporting framework. In particular, the SEC would revise “age of financial statements” requirements to ensure that financials included in registration statements are not considered stale under rules originally designed for quarterly reporting. The amendments would also simplify and consolidate these timing requirements into a single rule, reflecting a move toward a more streamlined and flexible financial reporting regime.
Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard.
In determining a company’s reporting cadence, a company might consider factors such as the costs and management time of preparing quarterly reports versus semiannual reports, expectations of its investors, potential effects on its cost of capital, the stage of its business development, the nature of its business model, other avenues of disclosure including earnings calls and current reports on Form 8-K, and prospects of increased research coverage, all without undermining fundamental investor protections. Ultimately, this flexibility might reduce some of the burdens of being a public company and potentially influence a company’s decision to become or remain public. The proposal seeks public input on the optional semiannual reporting framework, and I look forward to the public feedback.
Chairman Atkins went on to indicate that this semiannual reporting proposal “is just the first step of the larger, comprehensive effort to review and reshape the current SEC rules governing public companies with respect to their ongoing reporting obligations and their ability to raise capital in the public markets.”
As if the excitement from the semiannual reporting proposal was not enough, the White House’s Office of Information and Regulatory Affairs (OIRA) updated its dashboard to reflect the fact that the SEC had submitted a rulemaking titled “Rescission of Climate-Related Disclosure Rules” on Monday. Perhaps due to the fact that we never had to comply with the climate-related disclosure requirements as a result of stay imposed due to the pendency of litigation, it is easy to forget that those requirements remain in the SEC’s rules, and that the SEC must go through a rulemaking process to amend the rules to eliminate the requirements.
To briefly review the bidding, back in March of last year, the SEC announced that it had voted to discontinue its defense of the climate disclosure rules that were adopted in March 2024 and were challenged in litigation pending in the Eighth Circuit. The SEC’s announcement noted that a letter had been sent to the court stating that the agency was withdrawing its defense of the rules and that its counsel was no longer authorized to advance the arguments in the brief that the SEC had filed. Several months later, the SEC provided a status update to the Eighth Circuit in which the agency indicated that it does not intend to review or reconsider the climate disclosure rules. The SEC also requested that the court lift the stay on the litigation and continue considering the parties’ arguments regarding the scope of the agency’s power to adopt the climate disclosure requirements. In the status update, the SEC stated: “[i]f the Court were to uphold the Rules in whole or in part, any reconsideration of them would be subject to Commission deliberation and vote of its members, and the Commission cannot prejudge that action. Moreover, a decision from this Court would inform the scope and need for such action, including providing insights as to the Commission’s jurisdiction and authority.”
In their response to the SEC’s status report, the intervenors argued that the case should be held in abeyance until the SEC decides on a course of action with respect to repealing or proceeding with the rules. Last September, the Eighth Circuit issued an order rejecting the SEC’s request. The order stated, the “petitions for review [of the validity of the climate disclosure rules (the Final Rules)] will be held in abeyance to promote judicial economy until such time as the Securities and Exchange Commission reconsiders the challenged Final Rules by notice-and-comment rulemaking or renews its defense of the Final Rules. The Final Rules have been stayed, and an abeyance will not cause material prejudice to the petitioners. It is the agency’s responsibility to determine whether its Final Rules will be rescinded, repealed, modified, or defended in litigation.”
While the standoff with the Eighth Circuit persisted for some time, it now appears that the Commission contemplates moving forward with the necessary rulemaking to rescind the climate disclosure rules. We can certainly expect this to continue to be a controversial topic as the administrative process now plays out back at the SEC.
The SEC’s Division of Investment Management and Division of Corporation Finance recently provided guidance regarding the federal securities implications of pooled employer plans (also known as “PEPs”), which are defined contribution retirement plans that permit multiple, unrelated employers to join together in a single plan. These types of plans can be particularly attractive for small businesses seeking to provide retirement plan benefits to employees.
In its Staff Statement Regarding Pooled Employer Plans, the Division of Investment Management provided its views regarding the applicability of the “single trust exclusion” in Section 3(c)(11) of the Investment Company Act to pooled employer plans, as well as the applicability of Securities Act Rule 180 to interests in collective investment trusts maintained by a bank and issued to those pooled employer plans that cover self-employed individuals.
In parallel, the Division of Corporation Finance updated its Corporation Finance Interpretations (CFIs) to address two interpretive issues relating to pooled employer plans. In new Securities Act Sections CFI Question 118.01, the Staff states:
Question: Are pooled employer plans (“PEPs”) eligible to claim the Section 3(a)(2) exemption for any interest or participation in a “single trust fund”?
Answer: The staff will not object if a PEP that meets the qualification requirements of ERISA and Section 401 of the Internal Revenue Code and otherwise meets the conditions of Section 3(a)(2) claims the Section 3(a)(2) exemption for any interest or participation in a “single trust fund” even though multiple, unrelated employers participate in the PEP. As with any plan that meets the exemption in Section 3(a)(2), the offers and sales of any securities in connection with the PEP are subject to the anti-fraud provisions of the Securities Act. See Section 17(c). In addition, the exclusion in Section 3(a)(2) for investments in employer securities would apply. Therefore, if a participating employer offers its own securities to its employees as an investment option in a PEP, the Section 3(a)(2) exemption would not be available for the plan interests offered to the employees of that employer. Please refer to Securities Act Forms CFI [126.45] regarding the availability of Form S-8 to register the offer and sale of an employer’s own securities and the plan interests in connection with a PEP at https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/securities-act-forms. For the views of the staff of the Division of Investment Management regarding the application of section 3(c)(11) of the Investment Company Act of 1940 and rule 180 under the Securities Act to PEPs, see here.
Question: An employer participant in a pooled employer plan (“PEP”) offers its own securities to its employees as an investment option in the PEP, such as by offering an employer securities fund in which employee contributions may be invested. May the employer use Form S-8 to register the offers and sales of those securities? If so, must the PEP also register the offer and sale of plan interests on that form?
Answer: An employer participant in a PEP may register on Form S-8 offers and sales of its own securities to eligible employees. In addition, the PEP must register the offer and sale of plan interests to the employees of that employer on the same Form S-8. Along with the employer registrant’s signatories, the PEP’s trustees or other persons who administer the PEP must sign the Form S-8 for the plan. See Instruction 1 as to Signatures on Form S-8.
Alternatively, the staff will not object if the employer files a Form S-8 to register the offering of its securities to its employees and the PEP separately files its own Form S-8 to register plan interests offered and sold by the PEP to the employer’s employees, as long as the employer, in addition to incorporating its own periodic reports, incorporates the PEP’s periodic reports by reference into its Form S-8. If filing a separate Form S-8:
• The PEP should register an indeterminate amount of plan interests in accordance with Rule 416(c).
• The staff will not object if the PEP applies Rule 457(h)(2) by analogy and does not pay a fee for the registration of the offer and sale of the plan interests as long as the PEP includes a reference to the employer’s related Form S-8 by name and file number and provides a hyperlink to the filing.
• The PEP’s Form S-8 need only incorporate the documents related to the plan in order to comply with Item 3.
• The employer and the PEP must ensure that investors receive all of the information constituting a Section 10(a) prospectus pursuant to Rule 428 and that such information is updated in accordance with General Instruction G of Form S-8.
• The staff will not object if a PEP registers plan interests offered and sold to employees of multiple employers on a single Form S-8 as long as each employer’s separate Form S-8 is referenced and hyperlinked. [May 4, 2026]
Over the weekend, the “Woodstock for Capitalists” that is the Berkshire Hathaway annual meeting went on as usual, with Warren Buffett sitting with the board of directors, rather than being the center of attention. It is somehow very comforting to see a successful CEO succession play out in such a public way. At this time last year, Liz noted how Warren Buffett had caught some off-guard with an announcement that he would recommend that the company’s board of directors consider appointing his replacement, Greg Abel, effective as of the end of 2025. Now, one year later, Abel ran the show, with Buffett looking on. A WSJ article notes:
Abel took a down-to-business approach with the meeting, a change that many shareholders saw coming with Buffett no longer on stage.
The new CEO opened the meeting with a detailed breakdown of Berkshire’s businesses that ran around a half-hour longer than expected. The new take to the meeting was a departure from Buffett and Munger’s more casual and folksy approach. There were more questions on the nuances of Berkshire’s operations, and fewer seeking wit and wisdom on matters farther afield. CHI Health Center, the meeting’s venue, wasn’t as full as it was at last year’s gathering.
Shareholders appeared more serious, too, probing Abel’s plans for how he would continue Buffett’s legacy and oversee Berkshire’s mammoth stock portfolio, and whether he had settled on his own successor yet. Buffett and Munger often fielded questions about everything from life to politics that had little to do with Berkshire’s business.
The legacy of Buffett and Munger was not forgotten – the article notes:
Abel paid several homages to Buffett throughout the Saturday meeting, acknowledging the former CEO’s role in shaping the company and its unusual business model. The shareholder event itself was branded “The Legacy Continues,” with promotional materials featuring illustrations of Buffett and Abel. Abel had a can of Cherry Coke and peanut brittle on stage, favorite treats of Buffett and Charlie Munger, who was vice chairman. Munger died in 2023.
Abel surprised Buffett and the crowd during his opening with a giant “Buffett” sports jersey that was raised to the rafters, with the number 60 emblazoned on it to mark his six-decade run. A jersey for Munger was raised alongside it.
Buffett’s and Munger’s jerseys featured the words “CEO” and “vice chairman,” with Munger’s featuring the number 45, for the number of years he spent at Berkshire.
“Both those jerseys will remain in the rafters for the years to come,” said Abel.
We can draw some great takeaways on CEO succession from this annual meeting. First, Abel needed to bring his own approach to the meeting, and even though the meeting may not have been as folksy or entertaining as when Buffett and Munger were running the show, the audience no doubt understood that was going to be the case and was more focused on Abel’s leadership and plans for the company. Abel was also wise to pay tribute to Buffett and Munger, in recognition that while the change in leadership was significant, the legacy of those two legends would continue at Berkshire Hathaway. It was also great for continuity purposes that Buffett could still be a part of the annual meeting as one of the members of the board of directors; however, by all accounts, he did not spend much time in the spotlight, no doubt recognizing that Abel needed some space to demonstrate his leadership.
It will be interesting to see if attendance at the Berkshire Hathaway annual meeting drops off significantly in the future without Buffett and Munger as the big draw. Given the significant number of very loyal shareholders, I expect that the annual meeting will never end up like the annual meetings of most of the clients that I work with, where the number of shareholders showing up is closer to zero.
The report “reveals strategies that can elevate meeting quality, deepen member engagement, and strengthen governance practices,” highlighting the following key takeaways:
1. Improve presentation quality: Presenters should assume members have read pre-read materials and focus on summarizing key points to allow more time for discussion. Lengthy readouts of routine communications should be avoided. Chairs can enforce time limits and manage the agenda to ensure meaningful engagement.
2. Increase member engagement: Audit committee chairs play a key role in fostering discussion by encouraging participation, briefing members beforehand, and involving them in agenda setting. Engagement tends to decline during repetitive or highly technical topics but can be improved through active chair facilitation.
3. Enhance pre-read materials:While the quality of pre-read materials is generally considered adequate, the volume can be overwhelming. Encourage executive summaries with detail in appendices, along with highlighted changes and concise formats to aid comprehension and minimize legal risks. Timely delivery—ideally about a week in advance—is important for preparation.
4. Manage meeting time: With back-to-back scheduling of board and committee meetings, they should start and end promptly, focusing on discussions and priority topics. Allowing non-committee members to attend may extend meetings but can reduce committee reports in the full board meeting.
The respondents also referenced the following topics when answering questions about meeting effectiveness:
– Better leverage of internal audit: Many ACPR respondents and interviewees see untapped potential in internal audit, with some functions still centered on operational audits. In some instances, interviewees thought there were opportunities for the internal audit organization to provide more support to the external audit.
– Address cybersecurity oversight: Cybersecurity is recognized as a critical issue, with many audit committee members pursuing relevant training. Boards rely on senior management and specialized external consultants for their specialization, rather than appointing dedicated cybersecurity experts, due to the rapidly evolving nature of the field.
– Consider emerging technologies: Oversight of artificial intelligence is becoming more prevalent, with some industries further along than others. Quantum computing has not yet been addressed by many boards or audit committees but is identified as a topic needing future education and discussion.
On a separate note, I would like to offer my congratulations to my former SEC colleague Julie Bell Lindsay, who recently stepped down from the position of CEO of CAQ. During Julie’s tenure, CAQ has been an outstanding resource for auditors, public companies and audit committees. I wish Julie all the best in her future endeavors!
Yesterday marked the beginning of Well-Being Week in Law, which is hosted by the Institute for Well-Being in Law. As Meaghan notes in The Mentor Blog, this year’s theme is “Tending Joy: Joy Helps Us Thrive, Not Just Survive” and there are a variety of suggested activities for each day of the week. Each day focuses on a distinct dimension of holistic well-being for legal professionals centered around the overall theme. Today we are focused on Align (Spiritual Well-Being), and here are the suggested activities:
Nudges include living today in gratitude and service and spreading joy through acts of kindness. You can do this through looking for ways to be grateful and of service to others and to recognize joy in ordinary moments by trying out the following:
• Give wherever you go—including your time, attention, appreciation, advice, talents, and patience.
• Before every meeting, say to yourself: May my words and actions be for the benefit of those who are here.
• Silently wish everyone you encounter happiness, joy, and laughter.
• Say 100 “thank yous” today. Thank others for their contributions and mindfully note all for which you’re grateful (e.g., my family, partner, health, home, job, food).
• Jot down simple, everyday things that strike you as beautiful, funny, or intriguing. Joy and gratitude often can be found in ordinary moments if we don’t let them just pass us by.
For more information about Well-Being Week in Law, be sure to check out The Mentor Blog, where Meaghan provides great insights and takeaways on many topics, including mentorship, the practice of law and living your life! Members of the TheCorporateCounsel.net can access The Mentor Blog. If you are not a member, email info@ccrcorp.com to sign up today or call us at 800.737.1271.
Last week, NYSE Texas, Inc. filed a notice of proposed rule changes with the SEC that would enable the trading of securities on the NYSE Texas exchange in tokenized form during the pendency of the pilot program to be operated by the DTC under the terms of the Staff’s December 11, 2025 no-action letter. The notice states:
The Exchange’s rules do not currently permit the trading of tokenized securities on the Exchange and, unless the Exchange adopts the proposed rules, the Exchange would lack a clear framework for DTC Eligible Participants to designate, at order entry, that a DTC Eligible Security be cleared and settled in tokenized form pursuant to the DTC Pilot Program.
The Exchange accordingly proposes to amend its rules to enable the trading of DTC Eligible Securities in tokenized form on the Exchange during the pendency of the DTC Pilot Program, subject to the same conditions and restrictions as the Nasdaq rule change approved by the Commission. The Exchange believes that the existing regulatory structure mandated by Congress applies to tokenized securities, regardless of whether such securities have certain unique properties like the ability to be settled on a blockchain, much like it did when the Commission allowed securities to be decimalized and electronified and when exchange traded funds and other novel securities were initially approved. The Exchange believes that no significant exemptions or parallel market structure constructs are needed for tokenized securities to trade alongside other securities, and that the markets can accommodate tokenization while continuing to provide the benefits and protections of the national market system.
To tackle the challenge of trading tokenized equities, the Exchange offers a simple proposal that accommodates an approach to tokenization that DTC is pursuing in the DTC Pilot Program. The Exchange believes that this approach will leverage existing structures, players, and rules in a way that is beneficial to investors and in the markets’ best interests.
NYSE Texas notes that this proposal will become effective when “the requisite infrastructure and post-trade settlement services” have been established by DTC. As usual, the Commission is soliciting comment on the proposal during a short 21-day comment period.
Last week, the SEC announced that Jason Burt, Deputy Director of the Division of Enforcement (Specialized Units), is departing the agency after more than 22 years of public service. The announcement notes:
In April 2025, Mr. Burt was appointed to serve as the Deputy Director for Specialized Units. In that role, he supervised enforcement investigations and litigations of the Asset Management, Complex Financial Instruments, Cyber and Emerging Technologies, Market Abuse, and Public Finance Abuse units. Mr. Burt also supervised the Office of the Whistleblower and the Commission’s recently established Cross-Border Task Force.
Mr. Burt previously served as the Regional Director of the Denver Regional Office from 2022 to 2025.
