When I first heard of 24-hour equities trading, I had a bit of a panic attack, and I don’t think I was alone. Now that we’re getting closer to 23/5 trading, I understand and appreciate that the new overnight trading hours are really just an extension of existing pre- and post-market trading hours. And that does make me feel better because I’ve never gotten an emergency call at 5 am that a client’s stock price is changing on no news, even though “the tape is running” that early. (Hopefully, I am not an outlier?!)
But the feeling of panic is hard to shake. Thankfully, yesterday’s SEC Roundtable on Preparations for 24-Hour Trading was somewhat reassuring. Though it kicked off with Commissioner Peirce vocalizing my fears in her remarks, saying, “There are more fundamental human concerns, like sleep. Extended trading hours will amplify worries about a data feed going down at 3 am or social media rumors tanking your stock while your corporate office slumbers.” Thank you for making me feel seen and calling for this roundtable, Commissioner Peirce!
Here are my top takeaways from the three discussions (from my live notes):
1. 23/5 trading is 79 days away. U.S. exchanges, including the Nasdaq Stock Market, Cboe EDGX, NYSE Arca and 24X, are rolling out 23/5 trading on Sunday, December 6.
2. From 4 am to 8 pm ET, nothing changes. Dan Mathisson, of the SEC’s Division of Trading and Markets, Office of Analytics and Research, explained that the open and close of regular hours are the same. The closing price is the same. He sees no reason for current practices, like releasing earnings after the close of regular market hours, to change. (Though a panelist later noted that issuers may reconsider after-market disclosures if they start to cause undesired volatility overnight. More on that below.)
3. Trading hours are only going up 20%. Existing trading hours currently comprise 48% of the week. Under 23/5 trading, trading hours will comprise 68% of the week.
4. Near-continuous trading is already a reality. Some foreign markets and crypto exchanges operate continuously or nearly continuously. Even U.S.-listed equities have near-continuous trading, between existing pre- and post-market hours on U.S. exchanges and overnight equity trading in NMS stocks on Bruce Alternative Trading System (ATS), MOON ATS or Blue Ocean ATS, the three primary after-hours/overnight trading venues for U.S. equities. That overnight trading on ATSs has been around since 2021.
5. Existing overnight trading is slim but growing and will likely increase with the December 6 launch. In August 2026, just less than 1% of total NMS share volume traded in the overnight session on an average trade date, which reflected a 359% increase year‑over‑year. Overnight trading is dominated by foreign investors (37%). U.S. individuals are 9%, and U.S. institutions are only 7%. While institutional participation in overnight is very limited, institutions are very active from 4 pm to 8 pm. Retail participation is self-directed, not advisor-driven.
The hour with the heaviest overnight trading volume is the 8 to 9 pm window, which is the one hour the exchanges will be closed.
The overnight market (by volume) is mostly low-priced stock. Nine of the top 10 equities traded overnight by volume were subdollar stocks that were still NMS listed and mostly domiciled in Asia. (By dollar value, on the other hand, the top 10 more closely match the top 10 in the regular session.) See this memorandum from the Staff with data on NMS stock activity during the overnight trading session.
6. Large institutional investors and asset managers may initially not participate in overnight trading. BlackRock expects overnight trading to be predominantly led by retail and foreign investors and institutional activity to be event-driven or reactive in nature, so it will be monitoring overnight sessions for market quality and to see if sufficient liquidity develops for institutional-size order flow. December 6 is neither a “big bang” where everything changes, nor is it the end of the story, as market structure and participation will continue to evolve.
7. Preparing for 23/5 trading has promoted harmonization. The corporate action trading halt rules were cited multiple times as an improvement to current procedures and an important example of the harmonization that market participants are working towards so that overnight trading is subject to consistent rules and protections across venues.
8. Overnight hours will include Limit Up-Limit Down (LULD) protections. They’ll operate slightly differently in overnight trading. Trades can happen within a 20% price band, and orders will be rejected outside that band. Market participants plan to monitor this price band and compare it to existing pre-market hours beginning at 4 am, which do not have bands, to consider making these bands more dynamic. That’s because it’s expected that overnight hours will be used to trade around significant news events that come out after hours and there’s concern about limiting price discovery.
9. The main risk to public companies is volatility.Tim Quast from ModernIR, which focuses on supporting US-listed companies with quantitative analytics of equity market behavior, provided the sole perspective from the issuer community on any of the three panels. He expressed concerns that even the existing plan for a 20% band was not sufficient volatility protection from the issuer side. Even when there’s big news, he said, “you don’t want the crowd asleep.” He noted that the process would benefit from the LULD committee seeking the public company perspective.
10. There’s capital formation upside for public companies. The “optionality” of 24-hour trading that many panelists touted doesn’t apply to issuers, which will start seeing their stock trade overnight whether they want it to or not, but overnight trading does have the potential to bring new investors into a stock. The key will be liquidity and stability in overnight markets, as Tim Quast’s submitted comment letter notes.
Last October, Glass Lewis announced plans to change the firm’s approach to delivering advisory services, contemplating a move away from singularly focused research and vote recommendations based on a global voting policy toward providing multiple perspectives that reflect the viewpoints of clients. This August, Glass Lewis sent a message to clients outlining its proposed new approach for a multi-perspective framework and describing how it will solicit client comment.
On Wednesday, the proxy advisor announced that it has now opened a comment period on the four perspectives that will underpin its research beginning in September 2027 and is soliciting feedback from both institutional investor and corporate stakeholder groups.
As part of the comment period, Glass Lewis is making available on its website a consultation paper and survey questionnaire. The firm is also providing a companion paper that presents a comparison of the perspectives at the proposal category level. All survey responses may be submitted anonymously, and no individual or organization will be identified in the published findings. After the comment period closes on October 16, Glass Lewis will share the results on its website and, shortly thereafter, make available the market-specific guidelines across the four perspectives.
To give stakeholders ample time to understand and evaluate the new perspectives, Glass Lewis will continue to offer its Benchmark Voting Policy Guidelines and Proxy Paper research reports for the 2027 Proxy Season.
Updates to its Benchmark Voting Policy Guidelines for the 2027 proxy season will be released early next month.
I think I speak for our entire editorial team when I say that we’re really looking forward to seeing many new and familiar faces in Orlando at our Proxy Disclosure & Executive Compensation Conferences in a few short weeks! We hope many of our in-person attendees stop by and say hi during one or both of our networking events.
– On Sunday, October 11, from 4:30 to 6 pm ET, we’re hosting a welcome reception for PDEC attendees, speakers and sponsors.
– On Monday, October 12, starting right after our content ends and continuing until 7 pm ET, the National Association of Stock Plan Professionals (NASPP – our conference partner) is hosting the opening celebration for its annual conference. Stop by the CCRcorp booth in NASPP’s exhibit hall!
We don’t want our virtual attendees to feel left out – we want to hear from you too! Luckily, our conference platform has a group and direct chat feature. And, as always, please feel free to reach out by email.
The proposing release discusses the scope of the Commission’s authority under Section 14(a) of the Exchange Act and explains that Rule 14a-8 should be rescinded because it exceeds the Commission’s statutory authority. The Commission also has independent policy reasons for proposing to rescind the rule. First, many of the justifications that were originally provided to support adoption of Rule 14a-8 either have not been substantiated in practice or are less compelling today.
In addition, Rule 14a-8 also has had, and will continue to have, certain unintended consequences that further undermine any justification for retaining the rule:
Rule 14a-8 has become a mechanism for influencing the interactions between companies and their shareholders in ways that are inconsistent with the rule’s original purpose.
The existence of Rule 14a-8 places the Commission in the position of making judgments about the application of state law that are best left to other actors.
The presence of a federal rule has inhibited the development of state law and private ordering.
The proposal would also amend Rule 14a-4(c) to address the issues companies face related to discretionary authority when a shareholder proposal isn’t included in a company’s proxy statement, which may be more common after the repeal of Rule 14a-8. The proposing release says:
[I]f current Rule 14a-4(c)(2) were to remain in effect, more companies may feel compelled to include a proponent’s proposals in the company’s own proxy materials to obtain proxy voting authority from shareholders on the proposals [. . .] Under the proposed amendments, a proponent’s proxy card could include the company’s nominees, management proposals, and the proponent’s proposals, while the company’s card could solely include the company’s nominees and management proposals. The company could then exercise discretionary voting authority to vote proxies it receives against the proponent’s proposals, other than for proxy cards the company receives on which shareholders have checked the proposed [. . .] check box [. . .] that would provide shareholders an option to prohibit the company from exercising discretionary voting authority on proposals omitted from the company’s proxy card.
A proponent’s independent solicitation would no longer prevent the company from exercising discretionary voting authority over all proxies it receives. Instead, each shareholder would decide whether to allow the company to vote that shareholder’s shares on the omitted proposal.
Without Rule 14a-8, determining when companies must include shareholder proposals in their proxy materials would be left to state law and potentially companies’ governing documents, and “the transition period may be bumpy,” as Commissioner Peirce acknowledges in her statement. That’s because, as the fact sheet notes, “the presence of a federal rule has inhibited the development of state law and private ordering.” Gibson Dunn has discussed this in detail, saying “many state corporate law aspects of shareholder proposals remain unclear or unsettled,” including in Delaware, and different states may take different approaches.
As Goodwin notes, frameworks will eventually be developed governing “who may submit proposals, which matters are permissible for a shareholder vote in those proposals, and when inclusion in a company’s proxy statement is required” through private ordering and state law. Meanwhile, hearing words like “bumpy” and “unclear or unsettled law” makes me think of the Wild West. It may get worse before it gets better. Saddle-up!
The comment period will be open for 60 days following publication in the Federal Register.
Side note: We were pleased to see one of our blogs and remarks from the 2024 Proxy Disclosure & Executive Compensation Conferences cited in the discussion of Rule 14a-4(c). Special thanks to our former editorial colleague, Emily Sacks-Wilner,for pointing this out while I was still digesting yesterday’s fact sheets! She is so on top of things!
The SEC approved another proposal yesterday to modernize the proxy solicitation process that we had been expecting since it was submitted to OIRA. Here’s the 152-page proposing release and the 2-page fact sheet. The accompanying statement by Chairman Atkins also has an excellent summary of how the proposal would “modernize the rules to reflect technological advancements and changes in shareholder communications.”
– Annual Report to Security Holders. The Commission proposed to eliminate the requirement in Rule 14a-3 that a company must deliver a separate “annual report to security holders” even if it has already filed a Form 10-K. Today, shareholders receive essentially the same information from both the annual report required by Rule 14a-3 and the Form 10-K. Accordingly, the proposal would, if adopted, reduce costs to companies arising from preparing and delivering an annual report, without sacrificing investor protection and access to timely information.
– Incorporation by Reference Waiting Period. The Commission proposed to eliminate the requirement in Schedule 14A and Forms S-4 and F-4 to send a proxy statement or prospectus to shareholders at least 20 business days prior to the date of a shareholder meeting if the document incorporates information by reference. This 20-business-day requirement predates companies filing on EDGAR Schedule 14A, Forms S-4 and F-4, and incorporated documents. Today, this requirement no longer serves any investor protection considerations because shareholders can quickly and efficiently access those documents on EDGAR. The proposal would, if adopted, provide companies with greater flexibility in planning their shareholder meetings or business combination transactions, without sacrificing investor protection and access to timely information.
– Notice of Exempt Solicitation. The Commission proposed to eliminate the requirement in Rule 14a-6(g) for a shareholder owning more than $5 million of a company’s securities to submit on EDGAR a notice for its exempt solicitation with respect to that company. The notices no longer serve their intended purpose and, in recent years, the substantial majority of these notices have instead been submitted voluntarily by shareholders owning less than the requisite amount. The proposal would, if adopted, eliminate an unnecessary filing requirement and help ensure that EDGAR cannot be misappropriated to become a platform that prominently communicates views not required to be publicly disseminated, as such outcome may confuse shareholders and hinder their access to a company’s required filings.
– Broker Search Period. The Commission proposed to reduce Rule 14a-13’s timeframe for initiating a broker search in connection with a shareholder meeting from 20 business days before the record date to five business days. The current timeframe, which the Commission adopted in 1983, has become outdated with technological advancements. The proposal would, if adopted, provide companies with greater flexibility in planning their shareholder meetings, while continuing to ensure that companies accurately identify their beneficial owners for a shareholder meeting.
Comments on this proposal are also due 60 days from publication in the Federal Register.
New Senior Editor – Danielle Benderly. Since Peter retired a few years ago, I have been largely solo in drafting most of the content for Section16.net, at least the blogs and the answers to questions posted on the Q&A Discussion Forum and the “printed” Section 16 publications, which are accessible on the website. These publications include the Section 16 Forms and Filings Handbook and (for subscribers who choose to subscribe to it) the Section 16 Treatise and Reporting Guide. (Many other members of the CCRcorp team, of course, work behind the scenes to post content on the website and make sure it stays up to date.)
As the need to create more content and update publications accelerated in recent years, it became clear that we needed to expand our editorial bench to allow us to continue to add new content and update existing resources. At the same time, we needed creative minds to redesign the website to make it easier for practitioners to navigate to all of the resources on the website (or on a specific topic), without changing the depth, clarity, or timeliness of the content. To help undertake those efforts, I am pleased to announce that Danielle Benderly has joined me as a Senior Editor of Section16.net.
Section16.net and our various print and online publications have always been grounded in the knowledge that Peter and I developed through our initial research for our publications and the application of that knowledge in our practice. After that work in the early years, staying current and providing updated guidance on a timely basis was our primary objective, eventually leading to Section16.net. Danielle brings more of the same knowledge and the same objective. She has deep knowledge of Section 16 and related areas, including EDGAR (which has never been my strong suit), which she developed during her 30 years in private practice. She also shares our commitment to digesting complex rules (and staff interpretations) and lengthy court decisions into understandable, practical guidance. Danielle and I are continuing to try to provide a user-friendly roadmap for practitioners to access that guidance. (Coincidentally, Danielle also happens to be great at website design and has been spearheading the new look of the website, which, as discussed below, will be launched on September 21).
While Danielle has been working with me behind the scenes over the last year, going forward you’ll be seeing Danielle’s byline alongside mine as we continue to collaborate. Every blog, update, Model Form, and Q&A Forum response will reflect that collaboration. Unfortunately, despite my plan to present alongside Danielle for the Section 16 session at the upcoming NASPP conference in Orlando, regrettably I now am unable to attend, but Danielle will represent us well along with my usual co-presenter, Barbara Baksa, the NASPP’s Executive Director.
Updating Section16.net. Danielle has been a “superfan” of Section16.net and, as I said above, oversaw our revamping of the website to make it easier and more intuitive to navigate to our online resources. The key tools you have always relied on are exactly where they were — we just removed excess text and added better visual navigation tools. Members who want a more gradual transition can still access the “classic” version of our homepage through the end of 2026, but we think you will like the new look.
The revamped homepage will appear on Monday, September 21. After that, we expect to add improvements incrementally, likely every few weeks.
As always, all of us at CCRcorp appreciate our loyal subscribers.
So happy to have Danielle on the team, and can’t wait to use the revamped Section16.net homepage!
Public Service Announcement: In private practice, I was a long-time Section16.net subscriber and superuser, and at some point I realized I didn’t get updates from Alan Dye’s Section16.net Blog by email. If that’s you, here’s your PSA that you can sign up to get those blogs delivered directly to your inbox too!
One of the things that needs to be addressed as trading hours expand is how to handle corporate actions that have to be processed during a nontrading window. Over on Cooley’s CapitalXchange blog, Liz recently shared that Nasdaq was addressing this by expanding the mandatory trading halt framework that already exists for reverse stock splits – extending it to eight specified categories (changes to symbol/ticker or CUSIP, large dividends, splits, de-SPACs, spinoffs, security-type changes and mergers/similar share exchanges). She also noted that “[o]ther primary listing exchanges will implement substantially identical trading halt rules.” NYSE is now also out with a proposed rule change to address this, and the notice of filing and immediate effectiveness has been posted on the SEC’s website.
In the context of 23/5 Trading, the Exchange has determined—based on discussions both internal and with industry participants, including the other Primary Listing Markets—that, similar to reverse stock splits, certain other corporate actions require a clearly defined and transparent pause in trading to facilitate their coordinated processing by the Exchange and other market participants before orderly trading may resume in the affected security [. . .] Although the Exchange does not currently plan to extend its own trading hours, the Exchange is a Primary Listing Market whose listed securities may trade on any venue, including NYSE Arca and other exchanges that opt to offer 23/5 Trading. Under the current market structure, the Exchange processes corporate action-related changes and updates for its listed securities during overnight hours. Other market participants, including broker-dealers, likewise use that overnight period to process corporate action-related information and adjust quotes, orders, and related instructions accordingly.
Under 23/5 Trading, however, trading in the Exchange’s listed securities will resume on other markets at 9:00 p.m., only one hour after the close of trading at 8:00 p.m. Consequently, there will no longer be a substantial non-trading window during which the Exchange and market participants can process such corporate actions without potentially impacting overnight trading on other markets. These corporate actions require coordinated updates across Exchange and market-participant systems—including adjustments to orders, quotes, and related instructions—to ensure orderly trading and accurate pricing and execution in the affected security. With only a one-hour pause between trading days, neither the Exchange nor other market participants would have sufficient time to process and incorporate corporate action-related information—such as adjustments to systems, orders, quotes, and related instructions—without the risk that trading could occur in the affected security based on incomplete or inconsistent information [. . .]
The Exchange proposes to build on the framework established under Rule 7.18 for reverse stock splits by extending that rule’s mandatory regulatory halt requirement to additional corporate actions [. . .] As proposed, under 23/5 Trading, if a security is affected by any of the corporate actions enumerated in the proposal, the Exchange would implement a mandatory regulatory halt in that security before the start of overnight trading on other markets at 9:00 p.m. ET, and trading would resume with a Trading Halt Auction after 9:30 a.m. ET.
Similar notices of filing and immediate effectiveness have been posted for NYSE American, NYSE Arca and NYSE Texas. All would become operative at the commencement of 23/5 Trading. As John and Liz have noted, these changes will impact timelines, checklists and existing processes for corporate actions.
Reminder: The SEC’s roundtable on preparations for 24-hour trading is happening tomorrow from 10 am to 4 pm ET at the SEC’s headquarters and streaming live on SEC.gov.
The Texas Stock Exchange (TXSE) began trading in July with a phased rollout, initially allowing equity securities of companies listed on other exchanges to trade on the TXSE as “unlisted trading privileges.” Now, the stock exchange is moving up in the world. Bloomberg reports:
Texas Capital Bancshares Inc. will switch its primary listing to the Texas Stock Exchange from Nasdaq, making it the fifth company in a week to jump to the upstart marketplace.
The Dallas-based financial services provider expects to begin trading on the new exchange on Oct. 8, according to a company statement Monday. The announcement came four days after pipeline operator Energy Transfer LP and three related companies said they would shift to the TXSE.
Those three related companies are Sunoco LP, SunocoCorp and USA Compression Partners LP. The article says Texas Capital’s CEO, Robert Holmes, serves on a TXSE advisory board, and Energy Transfer’s chairman, Kelcy Warren, is a backer of the exchange’s parent company, so all have some connection to the TSXE. But still, five companies just this week!
Hot tip for when you’re having conversations about this: TSXE is pronounced “TEX-ee”!
Be on the lookout for an email from us (CCRcorp) via no-reply@events.ringcentral.com (our conference platform and app provider) in the coming days. This email confirms your registration and contains your unique link to access the conference platform. (If you’ve never attended a RingCentral event before, you will also receive a second email confirming that a RingCentral account has been created for you.)
That unique link will give you instant access to the platform, where you can view the detailed conference schedule, location information, hotel maps, course materials and CLE forms. Our virtual attendees will also use this platform to join the conference livestream. It also has a chat feature that both in-person and virtual attendees can use to ask questions anonymously. We recommend accessing the platform either through the RingCentral Events app, which is available for download on both iOS devices or Android devices, or on a desktop browser. Virtual attendees are encouraged to stream the live conference on a desktop browser for the best experience.
If you haven’t registered yet, the clock is ticking! We’re less than one month out. Visit our online store, email info@ccrcorp.com or call our team at 800-737-1271 today. There’s so much to talk about, and with the pace of change, no doubt there will be even more to discuss by October. Our experienced speakers will be covering all the latest & greatest!
Companies have started addressing prediction markets in their corporate policies to manage the risk of employees trading on prediction markets on the basis of nonpublic information. (See Dave’s article for the July-August 2026 issue of The Corporate Counsel, “Prediction Markets: What Should Companies Do Now?”) Because prediction markets often do not involve “securities,” this may not be as simple as adding a line to your insider trading policy.
While there may not be a one-size-fits-all solution because each company will have to consider its existing policies to determine whether and how to revise them to reflect prediction market insider trading risk, data on what other public companies are doing can be helpful to have in your back pocket. To that end, this O’Melveny quarterly newsletter shares how companies have addressed prediction markets in their policies this year.
In 2026 through September 2, 2026, 54 companies (including 12 large companies) updated their publicly available codes of conduct and 30 companies (including 12 large companies) updated their insider trading policies to include prediction markets language.
Companies typically took a more restrictive approach to prediction markets than that which it applied to securities transactions generally, although this was more common in codes of conduct (81% of companies with prediction markets language in their codes of conduct) than in insider trading policies (69% of companies with prediction markets language in their insider trading policies).
– Prohibition on engaging in any prediction market transaction involving the company. Approximately 24% of companies that included prediction markets language in their codes of conduct restricted employees from engaging in any prediction market transaction involving the company. A similar number of companies included that prohibition in their updated insider trading policies, but due to the smaller number of filed policies containing prediction markets language, this constituted 41% of insider trading policies.
– Application of a lower standard for restricting participation in prediction markets. Approximately 56% of companies that included prediction markets language in their codes of conduct restricted participation based on a lower standard of information (possession of confidential or nonpublic information, rather than material nonpublic information), while 14% of companies that included prediction-markets language in their insider trading policies applied this lower standard. One company took a different approach in its insider trading policy and prohibited trading by individuals in event contracts where they had the ability to affect the outcome of the contract.
Of the 54 companies addressing event contracts in their publicly available codes of conduct, nearly half (46%, or 25 companies) included language regarding prediction markets in the section of their codes of conduct covering insider trading, while one-third of companies (33%, or 18 companies) included the language in the section of their codes of conduct covering confidentiality obligations. A significant minority of companies (15%, or 8 companies) included language regarding event contracts as a standalone section of their code of conduct. Companies also included prediction market language in the sections of their codes of conduct covering conflicts of interest (9%) or compliance with laws (4%).
Meanwhile, more than three-quarters of companies (76%, or 22 companies) that addressed prediction markets in their insider trading policies described trading in event contracts as distinct from trading in securities, often acknowledging that such trading may not be covered by traditional securities restrictions. Many of these companies included restrictions on trading in event contracts in the same section as other prohibited transactions, such as hedging and pledging of securities or entering into derivatives contracts.
The report emphasizes that this is an emerging and evolving risk area, so companies should monitor developments and may want to adjust their practices in response.
