Last month, I highlighted the SEC’s announcement of a Roundtable on Options Market Structure coming up on April 16, and now the SEC has announced the agenda and panelists for that event. Following opening remarks by Commissioner Peirce, Commissioner Uyeda and Jamie Selway, Director of the Division of Trading and Markets and a presentation of data from the Office of Analytics and Research in the Division of Trading and Markets, the first panel “will focus on how the current options market structure facilitates or hinders the ability of liquidity providers to compete fairly and freely in furtherance of a robust national market system for standardized listed options.” The second panel will focus on the customer (i.e., non broker-dealer) experience with listed options, and then the third panel “will focus on the growth of listed options, the associated challenges and opportunities that growth presents, and the issues that the Commission and market participants should consider in the years ahead.”
The Roundtable will take place from 9:00 a.m. to 3:15 p.m. Eastern time at the SEC’s headquarters and registration for in-person attendees is required. The public can also watch the webcast on the SEC’s website. The SEC is currently accepting comments on this topic at the Roundtable on Options Market Structure event page.
I highlighted back in February that a new board had been sworn in at the PCAOB, and that group held its first open Board meeting last week to chart a course under that new leadership. At the open meeting, the Board approved a request for public comment seeking input regarding the PCAOB’s strategic priorities. The announcement of the meeting notes:
The feedback received will help inform the development of the PCAOB’s 2026-2030 strategic plan and guide the PCAOB’s focus areas for future standard-setting activities. Importantly, the public will have further opportunities to provide input on a draft 2026-2030 strategic plan and refreshed standard-setting focus areas later this year.
The request for public comment indicates that the board is particularly interested in receiving comments addressing the following questions:
1. What should the PCAOB focus on as its strategic priorities in registration, inspections, and enforcement over the next two to five years to further its statutory mission?
2. What changes should the PCAOB make to its inspections program including, but not limited to, changes in light of its new quality control standard (QC 1000)?
3. What inspection information would be most useful to stakeholders, and how could inspection reporting be enhanced under a quality control-focused inspection program?
4. What standard-setting projects should the PCAOB pursue?
5. How can the PCAOB achieve greater alignment of its auditing standards with international auditing standards?
6. In what ways should the PCAOB consider deploying technology, including AI, to help further its investor-protection mission?
7. How can the PCAOB enhance transparency with its stakeholders?
Comments are requested by May 15, 2026, and can be provided via email at comments@pcaobus.org or by delivery to the following address: Office of the Secretary, PCAOB, 1666 K Street, NW, Washington, DC 20006-2803.
With all of the focus on tokenized securities these days, now is a great time to catch on what you need to know with our latest Timely Takes Podcast. Meredith is joined by Scott Kimpel, who is a partner at Hunton, where he leads the firm’s working group on blockchain and digital assets. The topics covered on this podcast include:
– Plain English definition of key terms
– ‘Issuer-sponsored’ tokenization versus ‘third-party’ tokenization
– What a simple stock trade looks like in an “on-chain” system
– Why Scott expects market intermediaries will continue to play a big role in the securities markets
– How tokenization will facilitate 24/7 trading and atomic settlement (i.e., T+0)
– How tokenization will streamline the proxy voting process
– Recent action by the SEC, DTC, Nasdaq, NYSE and others to facilitate the tokenization of securities
– The risks of transitioning to a new blockchain-based system
As always, if you have insights on a securities law, capital markets or corporate governance issue, trend or development that you would like to share in a podcast, we would love to hear from you. Email Meredith and/or John at mervine@ccrcorp.com or john@thecorporatecounsel.net.
NAVEX just released its 2026 Whistleblowing & Incident Management Benchmark Report (available for download). The reported results are based on NAVEX’s database of 4,052 organizations, 2.37 million individual reports, and nearly 200,000 conflict-of-interest disclosures made through NAVEX One Disclosure Manager during 2025. Here are some key findings from the executive summary.
Median Reports per 100 Employees once again reached an all-time high. At 1.65 in 2025, reporting increased nearly 5% over the sustained record levels of the previous two years. This is particularly notable given that past periods of economic uncertainty often led to lower reporting levels due to fear of calling attention to oneself. Fewer organizations are experiencing very low reporting activity, and more are receiving higher Reports per 100 employees. Reporting increased across nearly all organization sizes, with the largest enterprises remaining near five-year highs.
Organizations that track all intake channels – Web, Hotline and other sources – consistently report higher visibility into concerns. Monitoring all reporting avenues remains essential to understanding an organization’s full risk profile, particularly as increased reporting places greater demands on response systems.
One of the most significant findings this year relates to Case Closure Time. The median increased by seven days year-over-year, from 21 to 28 days – a 33% increase. No organization size was immune, and nearly every Risk Type experienced longer investigation timelines. Workplace Civility cases, which historically resolved more quickly, increased from 19 to 31 days.
While the percentage of cases open for more than 100 days declined, cases closed within 10 days decreased significantly, signaling pressure on investigative systems. Workforce reductions, economic pressures and increasing case complexity may be influencing timelines. Additionally, integration of AI-enabled tools may introduce additional review steps that enhance insight while extending duration. Regardless of cause, timely resolution remains essential to sustaining reporter confidence.
The NAVEX 2026 Whistleblowing & Incident Management Benchmark Report breaks down data by entity type — including public companies, private companies, government entities, and education organizations. Here are key differences (some surprising!) between reporting statistics for public versus private companies.
– Report volume is significantly higher for Private organizations.
– Private companies are more likely to substantiate cases than Public companies. This may be attributed to a lower anonymous reporting rate (52% for Private versus 55% for Public).
– Consistent with last year, Private companies receive a higher median of Business Integrity reports than Public companies, and Public companies receive a higher median of Workplace Conduct reports.
– Private companies are more likely to separate employment than all other groups. Public companies are far more likely to impose Discipline than the other groups.
The 2026 NAVEX Report noted that the lengthening case closure time may be related to the growing integration of AI tools into the case management process, which it notes might add some procedural steps that extend timeframes (which is counterintuitive!). This Debevoise alert shares some other ways that AI is impacting whistleblowing beyond the case management process:
– Regulators continue to prioritize AI-related conduct.
– At the same time, accelerating AI adoption—particularly agentic AI—combined with growing public skepticism is increasing the likelihood of internal complaints and external reporting.
– AI whistleblower risks have sharply increased since 2024. Enterprise AI tool development and deployment have accelerated exponentially since 2024.In particular, agentic AI—artificial intelligence systems that can complete tasks with little to no supervision—has exploded in development and usage over the past year, and poses multiple new compliance and operational risks. For example, agentic AI tools may undertake tasks beyond the scope of authorization; access data or systems beyond the scope of authorization; reinforce biased or erroneous outcomes; generate strategies to meet goals that developers did not program and cannot easily follow; and behave unpredictably when facing novel situations. Malicious agents may also exploit trust mechanisms to trick agentic AI into granting unauthorized privileges, leading to inadvertent but potentially catastrophic exposure of systems and data.
It concludes with some suggestions for updating your whistleblower policies and procedures to address these evolving risks:
– Substantiating AI Capability Claims: Assess substantiation, documentation, and review controls for AI-related disclosures (including marketing, fundraising, and investor materials) to mitigate “AI-washing” risk.
– Accelerating Internal Response Timelines: Consider whether internal investigation and escalation timelines appropriately account for the incentives created by DOJ’s program and related self-reporting considerations.
– Training: Train managers involved in AI on relevant whistleblower protections and escalation procedures to mitigate whistleblower risks.
– Employee or Contractor Agreements: Review all confidentiality agreements, including severance agreements, releases, codes of conduct, ethics manuals, training materials, and investor materials, for compliance with the Rule 21F-17 requirement not to impede individuals from contacting the SEC to report a possible securities law violation.
– Addressing Complaints Promptly: Avoid delays in responding to whistleblowers where practicable so as not to increase the likelihood that whistleblowers will become frustrated and escalate their complaints externally.
– Taking Concerns Seriously: Take all whistleblower complaints seriously, including ones that are vague or inflammatory. Even one legitimate concern in an otherwise baseless complaint that is not properly investigated can trigger investigative and enforcement risk.
– Protecting Whistleblower Anonymity: If the whistleblower is anonymous, take reasonable measures to protect that anonymity throughout an investigation. If the identity of the whistleblower is known to investigators, it is best practice not to share this identity with others in order to limit the risk of retaliation or investigative taint.
– Providing Context for Decisions: Whistleblowers may have valid concerns but lack the broader context for the priorities and competing considerations of their companies. When addressing a whistleblower’s concerns, consider providing them with the additional context, when appropriate, on the costs, risks, and business impacts of alternative proposed courses of action, and why those may not be achievable.
– Consulting Counsel: Consider involving counsel when faced with complaints regarding alleged violations of law, including those related to AI, especially if any adverse action (including cutting off access to company systems and denying access to company facilities) is being considered against an employee or independent contractor who has raised the concern. Involving outside counsel may also help strengthen privilege claims over the investigation and provide a level of independence.
– Expert Investigation Team: Ensure that the investigation team has the necessary AI expertise to evaluate the whistleblower’s allegations or has access to consultants who can assist in that evaluation.
This White & Case alert describes two related civil insider trading actions brought by the New York AG under the state’s Martin Act — one against the executive and one against the company. As the alert explains, both actions have unusual features:
– [T]he Company is a Delaware corporation headquartered outside of New York. Nonetheless, according to the complaint filed against the CEO (the “CEO Complaint”), the NYAG asserted jurisdiction on the basis that the Company’s shares were traded on the New York Stock Exchange (“NYSE”), the CEO’s trades were executed through a New York-based investment adviser, the trading plan was governed by New York law, and New York investors — including state pension funds — purchased and sold the Company’s shares during the relevant period.
– [The CEO action] represents an unusual instance of the NYAG bringing an insider trading action against a corporate executive for trading pursuant to a Rule 10b5-1 plan [. . .] [O]n October 14, 2020, the CEO initiated discussions about entering into a Rule 10b5-1 trading plan. The plan was reviewed by the Company’s Senior Counsel on November 11 and 12. It was signed by the CEO on November 13, 2020, in the midst of what the CEO Complaint describes as an “all-hands-on-deck” manufacturing crisis and just days after the Company and AstraZeneca had agreed to slow down production.
– The NYAG found that the Company engaged in fraud because it “approved the CEO’s Trading Plan despite the CEO’s possession of material non-public information, and that [the Company] had not disclosed the information at the time of the [p]lan or sales.”
– Both the SEC and the U.S. Department of Justice (“DOJ”) examined the insider trading issue but did not bring charges [. . .] [U]nlike federal insider trading laws—which require proof of scienter, i.e., an intent to defraud—the Martin Act has been found to not require proof that the defendant acted with fraudulent intent. This lower standard of liability may explain why the NYAG was willing to bring this action after the SEC and DOJ, which operate under the more demanding federal scienter standard, declined to do so. We are not aware of a prior instance in which the NYAG has pursued a company for approving an executive’s trading plan.
The alert says that the NYAG’s pursuit of the company, based on its approval of the plan, creates additional compliance considerations for issuers.
Companies should implement robust procedures for reviewing and approving executive trading plans, which may include:
a) Requiring detailed certifications from executives that they are not in possession of MNPI at the time of plan adoption;
b) Conducting diligence beyond written certifications, including inquiries regarding recent significant operational activities, management and board presentations, and undisclosed developments that could constitute MNPI;
c) Where a company is experiencing material, nonpublic business developments — such as operational issues, regulatory challenges, or significant contractual developments — considering whether it is appropriate to delay the adoption or approval of trading plans or to implement additional safeguards, such as General Counsel and CFO approvals;
d) Consulting with legal counsel to assess potential MNPI risks based on the company’s current business circumstances; and
e) Documenting the review process and the basis for approving the plan.
As we’ve been sharing here and on The Proxy Season Blog, a handful of lawsuits have been filed by shareholder proposal proponents after companies elected to exclude a proposal without traditional no-action relief from the Corp Fin Staff. There’s also a pending lawsuit filed by ICCR and As You Sow seeking to stop the implementation of Corp Fin’s new policy and return to prior years’ practice.
While three of the proponent lawsuits against companies have settled, two remain ongoing, and the judge in one case ruled on a preliminary injunction request this week. Ann Lipton, law professor at the University of Colorado Law School, recently shared more on LinkedIn, noting that the judge denied the preliminary injunction request on the basis that As You Sow did not show a likelihood of prevailing on the merits under Rule 14a-8(i)(7)’s ordinary business exclusion.
As You Sow conceded Chubb is a Swiss entity and therefore was not properly served. Judge gave it additional time to serve, but –
As You Sow did not show entitlement to preliminary injunction to include its proposal on Chubb’s proxy.
As You Sow did not show a likelihood of prevailing on the merits, because of the ordinary business exclusion.
The excluded proposal sought “a report to assess whether pursuing claims for compensation against parties responsible for climate change could reduce losses, benefit shareholders, and help preserve affordable homeowners insurance.” Ann continues:
Though climate change is important, the proposal is about subrogation: “As acute a threat as climate change might be to Chubb’s business model, As You Sow does not articulate why that threat—and not Chubb’s subrogation practices—is the ‘focus[]’ of its proposal.”
I’d say, the reason the proposal transcends ordinary business is because the ultimate goal is to force entities that cause climate change to internalize the costs. But it’s hard to argue that that’s an issue Chubb’s shareholders should be voting on, which puts As You Sow in an awkward position.
That said, the judge said there were a lot of unanswered interpretive questions about the rule and she might revise her opinion with further briefing.
On The Proxy Season Blog this week, Liz has been sharing thoughts and helpful tips this week on the “minor quandary” (credit to Gibson Dunn for that characterization) that companies are facing for beneficial ownership reporting in their proxy statements in the wake of updated ownership reports filed late last week by Vanguard entities related to Vanguard’s internal realignment. They reported that Vanguard Group had zeroed out its holdings, but some of those holdings were likely reallocated to Vanguard Portfolio Management, which hasn’t yet had to make Schedule 13G filings for ownership of companies between 5% and 10%. For companies working on their proxy statement beneficial ownership table, Liz explained:
Instruction 3 to Item 403 permits companies to rely on a recent Schedule 13D/G for the table, but it also puts an obligation on companies to update the table if they know or have reason to believe that the information is inaccurate – or that a statement or amendment should have been filed and was not.
While we’re not yet at the point where these filings should have been made, some companies do have reason to believe that omitting a Vanguard entity completely would be inaccurate. Hence, the “minor quandary.” Luckily, the Gibson Dunn blog has suggestions. First, it notes:
Vanguard has voluntarily provided an Illustrative Beneficial Ownership report to assist market participants with understanding how beneficial ownership of portfolio company securities might have been attributed to VCM and VPM had the internal realignment occurred on or immediately prior to December 31, 2025. However, VGI states that this information is derived from VGI’s publicly available data as of December 31, 2025, including VGI’s Form 13F filings, and notes that the information does not replace or modify any official beneficial ownership information previously filed with the SEC. Moreover, in Corporation Finance Interpretation 229.02 under Regulation S-K, the SEC Staff advised companies not to rely on Schedule 13F filings when reporting beneficial ownership under Item 403(a) of Regulation S-K.
So, for companies that haven’t yet finalized their proxy statements:
[W]e believe one reasonable approach would be to (1) report the beneficial ownership indicated in the prior (not the most recent) Schedule 13G filed by VGI, particularly if the most recent VGI beneficial ownership filing occurred after the date that the company uses for its beneficial ownership table, and (2) state in a footnote to the beneficial ownership table that shares previously beneficially owned by VGI may now be owned by subsidiaries or divisions of VGI.
They also suggest:
– Based on language in the most recent VGI Schedule 13G filings, that footnote disclosure could read as follows: “The Vanguard Group subsequently reported that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Company securities beneficially owned by various Vanguard subsidiaries and/or business divisions.”
– In order to track other language in the VGI Schedule 13G filings reiterating that other VGI subsidiaries or divisions may now own company shares, the footnote might also state: “The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, will report beneficial ownership separately (on a disaggregated basis).”
– More generally, companies should carefully review the language that precedes their beneficial ownership table to make sure that it has an appropriate “knowledge” qualification, and that it accurately describes the date(s) as of which beneficial ownership is being reported.
Check out the full blog for more. For example, it also explains why companies that had already finalized their definitive proxy statements prior to Vanguard’s recent 13G filings generally do not need to update their beneficial ownership disclosures.
CalPERS has posted new “April 2026” versions of its proxy voting guidelines and executive compensation analysis framework, as previewed at a recent Investment Committee meeting. According to the Investment Committee presentation, one key change is to add a new policy to “hold director nominees accountable at companies that have abused Rule 14a-8 surrounding shareowner proposal submission (no-action process).” The policy indicates that CalPERS staff will consider each scenario on a case-by-case basis and may vote “against” any or all of the following:
The policy also notes that staff may decide to run “vote no” campaigns on a case-by-case basis.
They also added a short policy on AI oversight.
Artificial Intelligence (AI) Board Oversight. We may withhold votes from director nominees where there is evidence of failed and/or insufficient oversight of AI-related risks.
