On Friday, Corp Fin updated a whole bunch of CFIs. This included the issuance of seven revised CFIs and the withdrawal of a whopping 26 CFIs across a wide range of topics. None of these are earth shattering. For the most part, the revised CFIs update references to rules that have changed since they were first issued, while the withdrawn CFIs address outdated guidance relating to repealed or superseded rules or transition arrangements for rules that have long since been implemented.
Nevertheless, we’re a full service blog, so we’ll run through them all. Let’s start with the revised CFIs, all of which involve Securities Act Rules or Securities Act Forms CFIs. I’ll link to the markup of each that Corp Fin posted, since that’s probably what will be most useful to you.
Okay, now for the withdrawn CFIs, which include previously issued Securities Act Rules, Securities Act Forms, Exchange Act Rules, Exchange Act Forms, and Interactive Data CFIs. I’ll link to the marked copy for these as well.
Corp Fin also issued a bunch of FAQs on Friday addressing issues arising under the Interpretive Release the SEC issued last March on the application of the securities laws to crypto assets and transactions involving those assets. The FAQs are broken down into two sets – the first set addresses classification of crypto assets, while the second addresses issues relating to crypto assets that involve investment contracts.
I could say more about this, but that would require me to pretend I understood anything the Staff said in this thing, and as Inspector Harry Callahan so memorably put it, “A man needs to know his limitations.”
Over on LinkedIn, Prof. Ann Lipton notes that there appears to be a coordinated effort by certain parties to extend the comment period for the SEC’s controversial proposal to rescind Rule 14a-8 and amend Rule 14a-4 from 60 to 120 days. In fact, a quick look at the comment section indicates that every institutional investor that’s commented so far has asked the SEC to extend the comment period.
This isn’t the first time during the current rulemaking spree that commenters have requested more time to address a rule proposal. In June, the MFA, AIMA and SIFMA filed a joint letter requesting an extension of the comment period on the SEC’s semiannual reporting proposal. That request didn’t get any traction with the SEC, so perhaps the strategy here is to pelt the SEC with this request “early and often” in the hope of generating a groundswell of support for an extension that will get the agency’s attention.
As Liz noted last month, the SEC issued a notice of a proposed NYSE rule change that, if approved, would extend the transition period in which a listed company must establish an internal audit function from one year to five years. In support of the proposal, the NYSE notes that “[o]ver time, issuers have expressed concern that developing a capable internal audit function within the first year of listing presents challenges as issuers adjust to life as a newly public company.”
As a helpful public service, Professor Tzachi Zach at The Ohio State University Fisher College of Business has been developing AI-based comment trackers for various SEC rulemakings, and recently he (along with Professor Sarah McVay of the University of Washington) launched a tracker for the NYSE’s internal audit transition proposal, which categorizes the comment letters so that you can easily identify the number that oppose, support, or conditionally support the proposal. With respect to comment trends on the NYSE’s proposal, this Bloomberg article notes:
A plan to cut back internal audits of companies newly listed on the New York Stock Exchange has drawn overwhelming opposition in public comments, according to a new analysis.
Only one of the 128 comments filed as of Sept. 21 supported the idea, which would give newcomers five years to establish internal audit controls instead of just one year. The vast majority, 123 of the responses, were opposed, according to the analysis published Tuesday by Professor Tzachi Zach of The Ohio State University and Professor Sarah McVay of the University of Washington.
The vast majority of the comments on the NYSE’s proposal came from internal audit professionals opposing the NYSE’s plan to extend the transition period. The single comment letter submitted in support of the NYSE’s proposal noted that the internal audit function “has become an overwhelming ‘check the box’ exercise that has not added value to the organization.”
I applaud the effort to create and share these comments trackers, it is really a great way to get insight into the public response on these key rulemakings.
The fifth edition of the Audit Committee Practices Report has been released. This report is a joint initiative of Deloitte’s Center for Board Effectiveness and the Center for Audit Quality (CAQ). The report draws on 248 survey responses from audit committee chairs and members, primarily on boards of US public companies with $2 billion or more in market capitalization. The data for the report was gathered between May 6 and June 7, 2026.
Here are the key findings from the report:
Enterprise risk management (ERM) is at the top, even as cybersecurity risk remains pervasive. With oversight of financial reporting and ICFR as a baseline expectation, ERM is the number-one priority for audit committees (39%) for the first time since this survey’s inception. This is part of a broader shift, with 54% of respondents saying their committee has grown more focused on emerging risks over the past year. Cybersecurity still shows up on more committees’ priority lists overall (87% named it a top-three priority, versus 77% for ERM), a pattern that has held for five consecutive surveys.
AI governance is a priority, but committee confidence and oversight maturity are still evolving. AI governance proves to be a distinct focus area in this fifth edition, yet many audit committees are still early in the oversight journey: 29% of respondents report that their audit committee is responsible for primary oversight of AI governance, and 82% of those respondents describe their oversight as “emerging” or “limited.” Confidence in overseeing AI trails every other area surveyed. A tension exists between the increasing responsibility for AI governance and suboptimal confidence levels in overseeing it. This tension is compounded by a skills gap: Technology, including AI, was the single most-cited skill (70%) needed to enhance committee effectiveness, while more than half (58%) are not yet using AI tools in their own board work.
High-quality engagement and consistent communication are setting the standard for effectiveness. Audit committees report that high-quality, consistent communication and engagement are important to strengthening the effectiveness of their own committee and are top considerations when assessing the independent auditor’s performance. The top-rated opportunity to enhance committee effectiveness is higher-quality discussion and challenge during meetings (41%), while the top overall response for what audit committees value most in their auditor is engagement team leadership, experience, and continuity (52%).
In addition to tracking key priorities for the audit committee, this edition of the report examines a more fundamental question: “Do audit committees feel equipped to oversee the areas for which they are responsible?” This edition also tracks responses to questions focused on AI governance, assessing the audit committee’s oversight of AI use by finance, internal audit, and the external auditor, as well as committee members’ own use of AI in board work.
This is my last blog post before our 2026 Proxy Disclosure Conference and the 23rd Annual Executive Compensation Conference will take place on October 12-13 in Orlando and via webcast, so I wanted to take this opportunity to encourage you to attend if you have not already signed up. We have assembled an outstanding group of speakers who will address the topics that you have on your mind over the course of our two-day agenda. There is a lot to cover this year at the conferences, given the SEC’s active regulatory agenda and changing dynamics in activism and shareholder engagement. Among the important topics that we will address over the course of these two days include:
– A radically changed shareholder engagement landscape in the wake of SEC guidance and regulatory efforts, technological change, structural changes at asset managers, evolving norms and practices for shareholder engagement, and continuing challenges for proxy advisory firms.
– A constantly evolving shareholder activism environment with ever-changing tactics and outcomes.
– Active SEC proposals to rescind Rule 14a-8, revisit the proxy solicitation process, implement optional semi-annual reporting, reform registered offerings, and revise the filer status categories, along with an expected proposal on revising executive compensation disclosure, lay the groundwork for a very different annual meeting and reporting landscape in coming years.
– The advancing developments in tokenization and blockchain that will impact public companies in the coming years.
– All of your usual favorite topics, including insights from the SEC All-Stars, perspectives on the proxy season, the latest on perks, the views of top compensation consultants and navigating the realm of proxy advisory firms.
I think that you will agree that this will be an epic two days of conferencing! I encourage you to register online or contact us at info@CCRcorp.com or 1-800-737-1271, and I look forward to seeing you at this year’s conferences.
The SEC’s Division of Economic and Risk Analysis has published updated statistics and data visualizations focused on key segments of the U.S. capital markets, and the trends are looking positive in the first half of 2026 in terms of the number and volume of IPOs and registered follow-on offerings. The SEC announcement notes:
In the first half of 2026, IPO and follow-on offering activity showed year-over-year growth:
– IPOs: There were 208 IPOs raising over $137 billion in the first half of 2026, compared with 180 IPOs raising over $27 billion in the first half of 2025. This represents an approximately 16% increase in the number of IPOs and nearly 400% increase in proceeds raised.
– Follow-on offerings: There were 557 follow-on registered offerings raising over $111 billion in the first half of 2026, compared with 505 offerings raising nearly $84 billion in the first half of 2025. This represents an approximately 10% increase in the number of offerings and a 33% increase in proceeds raised.
These and other statistics can be found on the SEC’s public statistics and data visualizations webpage. The webpage provides statistics presented in time series charts to show market trends, pie charts to show distribution across different categories, as well as heat maps to show geographic distributions. The visuals are interactive and downloadable, thus allowing the public to explore the information they are interested in.
“DERA’s latest data highlight the continued strengthening of U.S. capital formation under Chairman Atkins, with notable growth in both IPOs and follow on offerings,” said Dr. Joshua T. White, Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis. “By expanding access to transparent, high quality data and analysis, DERA aims to equip the public, market participants, and policymakers with insights that support resilient and well functioning capital markets.”
It is notable to me that the first-half-of-2026 IPO boom has occurred against a backdrop of market volatility, economic headwinds and geopolitical uncertainty. In my experience, any one of those trends is often enough to discourage bankers from attempting to take a company public, but the IPO machine has continued chugging along despite all of the uncertainty. Hopefully, offerings will continue apace for the balance of 2026!
Is someone profiting on whether your company’s CFO says the word “synergies” during your earnings call?
In our continuing coverage of the insider trading and other risks arising in burgeoning prediction markets, the CFTC’s Division of Market Oversight issued an advisory on some of the potential perils of “mention markets,” which are described as follows:
Mention Markets allow market participants to take positions on whether a specific individual will use certain words or phrases in a defined or specified public forum, such as during a speech, on an earnings call, or on social media. Attendance- and interaction-based (e.g. by shaking hands, being photographed together, or engaging on social media) event contracts listed by DCMs have similarly depended on the discrete conduct of an individual.
The CFTC’s announcement notes “[t]hese contract types present a heightened risk of manipulation because their settlement turns on the discrete conduct of a person that may be neither independently generated nor externally verifiable.” These characteristics create some unique risks as compared to other event contracts, described as follows:
As the settlement of contracts in Mention Markets may be controlled by a single individual, a small group of individuals, or persons with access to or influence over the individual whose words, attendance, or interaction determines settlement, DMO staff may view Mention Markets as presumptively readily susceptible to manipulation and accordingly expect a heightened showing in support of any submission seeking to list such contracts. This view is grounded in several interrelated features.
Because the outcome of these contracts is often within the control of a small number of actors, the settlement condition is comparatively easier to cause, prevent, or influence for personal gain. For example, a contract might depend on whether the host of a live-streamed podcast utters a particular catchphrase; the host can easily fulfill this condition, and a trader may directly induce the outcome by submitting a question or purchasing an on-air acknowledgment. Those closest to the settlement outcome frequently possess advance knowledge—such as access to scripts, prepared remarks, guest lists, or unpublished content—which constitutes material nonpublic information and creates opportunities for trading advantages. This access also makes individuals more susceptible to influence by others seeking to manipulate the outcome, whether through social engineering, inducements, or public pressure campaigns.
These risks are compounded where Mention Markets settle on outcomes that lack independent verification or substantial public scrutiny. When settlement turns on conduct occurring in informal or private settings—or on the actions of a person not subject to public scrutiny—manipulation may be harder to detect and easier to conceal, and those with influence over the outcome may exploit their position with less risk of exposure. Even in high profile contexts, words or conduct that lack substantive meaning within the context of the relevant event, such as an unrelated buzzword recited during an earnings call or an incidental gesture at a public ceremony, may not attract meaningful attention or be subject to the same scrutiny and discipline as words or conduct that are material to the event itself.
This alert reminds me of how Marty Dunn would often include bizarre words and phrases in his remarks when appearing on panels at securities law conferences, based on dares emanating from his friends. It was always amusing to observe how the audience reacted to these non sequiturs, but no one ever proposed that we could make money on it! Hat tip to the Daily Update from Securities Docket for highlighting this fascinating prediction markets development.
If you have been practicing law for a while, you have no doubt experienced a request for information about a particular topic coming from a client or colleague that starts with the phrase “Do you have anything off the shelf?” This request is typically driven by a desire to signal that no special efforts are needed to prepare the subject information, as well as a desire to avoid the cost of creating something from scratch. Throughout my career, I have often been frustrated when I am unable to satisfy this request with some readily available off-the-shelf materials, simply because I never got around to creating such a resource.
Rather than wallow in my misery of not being able to deliver the requested information in a readily-available form, I decided to rally my colleagues at Goodwin to help build out our new “Off-the-Shelf” platform. The Goodwin Public Company Advisory Blog notes:
Goodwin’s Public Company Advisory Practice (PCAP) has created the Off-the-Shelf platform as a centralized resource to assist you in finding the answers to your corporate and securities law questions.
Off-the-Shelf is a curated collection of accessible, practitioner-focused resources designed to help public companies address common SEC reporting, disclosure and corporate governance issues with confidence. It includes actionable checklists and guides, concise explanations of regulatory concepts and practical insights informed by market practice and regulatory developments.
Resources included in the Off-the-Shelf resource center address important topics such as:
– Director onboarding and resignations
– Determining who qualifies as an executive officer
– Appointing a new principal accounting officer
– Executive perquisites
– Disclosure considerations relating to material agreements, missed guidance and significant litigation
– Launching a share repurchase program
– Draft registration statements
– Form 8-K reporting requirements
Off-the-Shelf is designed to be a growing resource, not a static collection. Our team of experts will continue to expand the collection as regulatory requirements evolve, new disclosure and corporate governance issues emerge and public companies encounter new questions. Our goal is to provide legal teams with practical, readily accessible guidance on the issues that they encounter most often.
We have some great plans for making the most of this off-the-shelf platform, and I hope you might find what you are looking for in our library! If there is something that you think should be covered, please let me know.
Two weeks ago, Liz noted the SEC’s announcement that it is suing ISS in federal court to compel compliance with an outstanding administrative subpoena. The SEC’s Division of Examinations had initiated an examination of ISS back in March, and requested that ISS produce data relating to proxy recommendations and votes, including information such as the names of clients who received proxy recommendations and information about votes cast on their behalf.
On Friday, ISS announced that it had filed a brief in the U.S. District Court for the Eastern District of Pennsylvania challenging the SEC’s demand for data as unconstitutional. The announcement notes:
“As a regulated investment adviser, ISS has a duty to protect confidential client information, particularly when the government cannot articulate a legitimate investigative purpose for reviewing this data,” said Subodh Mishra, spokesman for ISS. “The dispute cannot be separated from the broader, coordinated campaign by government actors and outside activists to pressure proxy advisory firms — including through state laws that federal courts have already barred states from enforcing against ISS. They are now targeting the investors themselves based on their relationship with ISS and their protected speech. ISS will not allow its clients’ First Amendment and privacy rights to be sacrificed to government overreach.”
With respect to the First Amendment arguments included in the brief, the announcement highlights the following quotes:
“Where clients communicate their voting objectives and strategies to ISS, many of which concern ‘public issues and political matters,’ their communications are ‘at the heart of protected speech’ under the First Amendment.”
“In this context, confidentiality is critical, as many of ISS’ clients may be unlikely to express their views as freely if they are concerned that their voting choices on sensitive topics will be disclosed, particularly to a government that disagrees with their votes.”
“The First Amendment chilling effect is even more pronounced with respect to other agencies. The Executive Order that launched the investigation against ISS also commanded a whole-of-government effort to target both ISS and its clients for adverse action.”
The brief goes on to note that “[t]he evidence shows that the SEC’s request here is part of a broader campaign to retaliate against ISS and its clients for expressing disfavored political views.” Further, the brief states:
“ISS clients that have voted in ways that the current Administration might disagree with reasonably fear reprisal from the Administration. Indeed, some have already expressed fears of retaliation to ISS. The Executive Order specifically directs federal agencies to single out such clients for adverse administrative action. And the SEC has already begun conducting intrusive examinations of ISS’ clients, with the SEC’s inquiries specifically probing those clients’ voting decisions and their relationships with ISS.”
The outcome of this fight will undoubtedly have broader implications beyond the SEC’s interest in the proxy advisory firms, given the potential impact on the clients of those firms who are utilizing the proxy voting recommendations.
