With the SEC set to go down to just two Commissioners this year, Meredith recently revisited the quorum rule that governs action by the SEC Commissioners that we have referred to time and time again when the number of sitting Commissioners shrinks. I encountered the smallest Commission during my time in the practice during my first go-round at the SEC, when Chairman Levitt and Commissioner Wallman served as a two-member Commission. Broc Romanek recounted those days in his Cooley blog from last month, where he talks about the “Rule of 2” that allows for a quorum of two Commissioners during personnel shortages, vacancies or recusals.
I was therefore surprised to see in yesterday’s Daily Update from Securities Docket that the CFTC is getting along just fine with only one Commissioner, initiating eight rulemakings in the month of June with a very short-staffed Commission! The Bloomberg Law story referenced in the Daily Update notes:
The US regulator in charge of derivatives trading is rapidly proposing rules to establish its authority over prediction markets and digital assets, charging ahead with formal policies on big-ticket issues even as four out of its five commissioner seats remain vacant.
The Commodity Futures Trading Commission has initiated rulemaking on eight items since June, roughly doubling its output from the rest of President Donald Trump’s second term, according to a list of published proposals.
That includes one last month to crack down on war-related bets, as the agency challenges states over who regulates prediction markets that allow users to bet on reality TV results, the midterm elections, and more.
Part of the CFTC’s rulemaking push includes increased harmonization with the Securities and Exchange Commission, which listed dozens of proposals in its semiannual regulatory agenda this month following a slow start to the second Trump administration.
Although both Wall Street regulators typically flex their rulemaking powers across administrations, the CFTC is doing so at a rapid pace that’s likely accelerated by its unusual single-member leadership, with Chairman Michael Selig serving alone at the top, agency veterans said.
“The speed in which the rules are coming out, and just the pace of it, is something I don’t think we’ve ever seen before,” said Elizabeth Lan Davis, a Davis Wright Tremaine LLP partner and former CFTC attorney.
“Every week there’s now two or three more rules proposed or a request for comment,” she said.
You have got to hand it to Chairman Selig for pulling off some one-man-band level of activity to keep such a robust rulemaking agenda on track!
With the MLB All-Star Game now behind us (way to go American League!), it is only fitting that I mention the SEC All-Stars panels that we will be featuring at the 2026 Proxy Disclosure Conference and the 23rd Annual Executive Compensation Conference. You know the drill by now – these Conferences will be taking place on October 12th & 13th in Orlando, Florida and via a live, nationwide webcast.
Now, I count my blessings every day that CCRcorp sees fit to group me with the talented bunch of former SEC officials that we call the SEC All-Stars. It makes me feel like I am part of the Justice League or something like that. At our conferences each year, the SEC All-Stars are tasked with setting the stage for the panels to come, providing their perspectives on the key issues that will be discussed throughout the rest of the two days of programming. These panels are truly a great opportunity to hear from practitioners who are at the top of the profession, and who can draw on years of experience dealing with regulatory matters at the SEC and advising clients in private practice.
Kicking things off on October 12th at the 2026 Proxy Disclosure Conference, we have our first All-Stars panel titled “The SEC All-Stars: Proxy Season Insights.” On this panel, I will be joined by Michele Anderson from Latham, Sonia Barros from Sidley, Tamara Brightwell from Wilson Sonsini, David Fredrickson from Covington and Lona Nallengara from A&O Shearman. During this panel, we discuss the big picture of the SEC’s rulemaking agenda when it comes to capital raising and public company regulation, delving into the filer status and semiannual reporting proposals, the registered offering reform proposal, some of the key Corp Fin policy changes and guidance that impacted the 2026 proxy season and the SEC’s continuing focus on its “Make IPOs Great Again” campaign. We will also take audience questions, so start thinking about your questions today!
On the next day at the 23rd Annual Executive Compensation Conference, I will be joined by yet another group of SEC All-Stars, this time for the panel “The SEC All-Stars: Executive Pay Nuggets.” This line-up of All-Stars includes Mark Borges from Compensia and CompensationStandards.com, Brian Breheny from Skadden, Meredith Cross from WilmerHale, Ron Mueller from Gibson Dunn and Jennifer Zepralka from Mayer Brown. On this second day, we will be focused on the SEC’s compensation-related rulemaking and guidance in 2026, including the SEC’s efforts to review and potentially change the executive compensation disclosure rules, the impact of the SEC’s semiannual reporting and filer status rule proposals from a compensation perspective, the key developments with proxy advisory firms and proxy voting and the impact of those developments on compensation design and engagement and the exciting world of prediction markets, including the steps that companies should be taking now. We will also be taking audience questions, so come prepared for this panel as well.
Suffice it to say that these All-Stars panels will packed with practical insights and perspectives that you will not want to miss, and they will be the perfect prelude to a much deeper dive on many of these topics throughout the rest of the 2026 Proxy Disclosure and Executive Compensation Conferences.
Keep in mind that the clock is ticking on securing your early bird rate for the October Conferences – you now only have a little over a week to act, because the early bird offer expires on July 24. As you may have seen subtly suggested in one of my prior blogs this week, you can register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271.
You may be wondering why we don’t pit the two All-Star teams against each other in a heated competition, such as an epic rap battle or a dance-off. Well folks, we try to keep things pretty highbrow at the October Conferences, that’s why we don’t ever have any things like puppet shows and game shows during the programming.
Speaking of SEC All-Stars, we recently posted the transcript for our “Proxy Season Post-Mortem: The Latest Compensation Disclosures 2026” webcast on CompensationStandards.com, during which I was joined by Compensia’s Mark Borges and Gibson Dunn’s Ron Mueller to discuss the “lessons learned” from the 2026 proxy season that companies can start carrying forward into the next proxy season. Among the topics that we discussed were:
– Today’s Incentive Compensation Challenges
– The State of Say-on-Pay During the 2026 Season
– Experience with Proxy Advisors’ New Pay-for-Performance Analyses
– Shareholder Engagement Challenges & Responsiveness Disclosures in 2026 Proxy Statements
– BlackRock, State Street, and Vanguard Stewardship Approaches in 2026
– Compensation Clawbacks: Evolving Disclosures and the Coming Three-Year “Lookback”
– The 2026 Shareholder Proposal Process; Executive Compensation-Related Shareholder Proposals
– Proxy Advisors: Status of Lawsuits and Regulation
– Waning Proxy Advisor Power, the Rise of AI, Emerging Institutional Investor Policies and Managing Divergent Shareholder Views
– What’s To Come: Musings on Recent SEC Rule Proposals
Members of CompensationStandards.com can access the transcript of this program. If you are not a member, email info@ccrcorp.com to sign up today and get access to the full transcript – or call us at 800.737.1271.
Back in March, John noted that the EEOC had issued two technical guidance documents following up on President Trump’s executive order targeting private sector DEI programs. The guidance contained in those two documents raised several specific areas of potential concern, including diverse interview slate policies, employee resource groups with membership restrictions, segregated training and programming, and mentoring or networking programs limited to members of protected classes. This EEOC guidance emphasized that no general business interest in diversity will justify race-motivated employment actions, and also clarified the EEOC’s position on how Title VII applies to other aspects of workplace DEI initiatives and practices.
Over on the PracticalESG blog, Zach Barlow recently noted that the EEOC has announced that it is rescinding its prior long-standing regulatory guidance on voluntary affirmative action programs. This guidance worked within the Civil Rights Act’s Title VII and clarified when employers can take voluntary actions to improve employment opportunities for underrepresented groups. Zach notes:
A recent Sheppard memo discusses the steps that employers should take to reassess programs and ensure compliance in the new regulatory environment:
“Monitor federal and state developments. Rescinding the Guidelines does not affect obligations arising under state or local law. Employers should assess local requirements to ensure compliance.
Assess existing affirmative action programs. Employers should identify all programs, policies, or practices that reference, rely on, or were structured under the Guidelines or that otherwise take race, sex, national origin, or other protected characteristics into account in hiring, promotion, or other employment decisions.
Evaluate legal justifications independently. With the EEOC Guidelines no longer available, employers maintaining voluntary affirmative action measures should assess whether those measures can be independently justified under applicable legal precedent.
Engage counsel before enforcement forces the issue. Employers that assess their programs now—before a charge, complaint, or litigation challenge—will be better positioned to make informed decisions about program design, modification, or discontinuation. Sheppard’s Labor and Employment team is actively monitoring these developments.”
Employers with affirmative action programs can no longer rely on the almost 50-year-old guidance. Now programs must be assessed in light of the EEOC’s current stance. The EEOC has published much on what it considers to be “illegal DEI.” Employers should familiarize themselves with these statements and craft strategies to protect diversity within their organizations and ensure compliance with the government’s interpretation of civil rights law.
These developments will continue to shape public company DEI programs and the disclosure that companies provide regarding these programs in their annual reports, proxy statements and sustainability reports.
If you do not have access to the complete range of benefits and resources on PracticalESG.com, be sure to sign up now by contacting us at info@ccrcorp.com or 800-737-1271 for assistance.
It goes without saying, executive compensation is always a hot topic, and that hot topic is the focus of Day 2 of our 2026 Proxy Disclosure and Executive Compensation Conferences that will be taking place on October 12th & 13th in Orlando, Florida and via webcast. This, my friends, is going to be the 23rd Annual Executive Compensation Conference, and it is wild to think that I have had the great honor and privilege of participating in most of our Executive Compensation Conferences. We have been fortunate to discuss some big developments in executive compensation over the years, including the SEC’s disclosure rule changes in 2006 and the advent of Say-on-Pay in 2011. I feel like this year is another big one for the Executive Compensation Conference, as the SEC is in the process of considering potential major changes to the executive compensation disclosure rules yet again.
After we hear from the SEC All-Stars with their executive pay nuggets to kick things off at the 23rd Annual Executive Compensation Conference, we will dive right into the potential changes to the executive compensation disclosure requirements with our panel “Your Compensation Disclosures: New & Improved (We Hope)!” This panel will be moderated by Maj Vaseghi of Latham & Watkins and the panelists are Sheri Adler of Troutman Pepper Locke, Renata Ferrari of Ropes & Gray, Brandon Gantus of Wilson Sonsini and Ali Nardali of K&L Gates.
This panel is built on our expectation that we will see a proposal to overhaul executive compensation disclosure requirements to be sent to the Office of Information and Regulatory Affairs for interagency review soon, while the SEC has already released proposed amendments that, if adopted, could make approximately 80% of public companies eligible for scaled disclosure accommodations akin to those currently available to smaller reporting companies, which include significantly reduced compensation disclosures and no shareholder advisory votes on say-on-pay. The panel will discuss the SEC proposals, and how companies newly eligible for accommodations will need to carefully consider scaling back because investors have made clear their preference for fulsome compensation disclosures, and without a say-on-pay vote, investor frustration may be felt in director support levels.
This panel at the 23rd Annual Executive Compensation Conference is a great example of all of the practical and relevant topics that we will cover at the October Conferences. We have put together a great agenda with a fantastic group of speakers who are all the leading experts in their field. You do not want to miss this opportunity to catch up on all developments in executive compensation, governance, disclosure practices, activism and shareholder engagement.
Be sure to take advantage of our discounted “early bird” rate until July 24! You can register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271.
I have been known to say “if it is free, it is for me” from time to time, and that phrase comes to mind when considering tomorrow’s free webcast here on TheCorporateCounsel.net. Be sure to tune in at 2:00 pm Eastern tomorrow for our webcast – “The SEC’s Proposal to Simplify Filer Status & Reduce Reporting Burdens” – to hear from me and the all-star line-up of Luna Bloom, Associate Director (Legal and Regulatory Policy) in the SEC’s Division of Corporation Finance, Howard Dicker from Weil and Raquel Fox from Skadden on the topic of the SEC’s proposed amendments that would that would simplify the filer status framework and expand eligibility for scaled disclosure and other accommodations currently available to smaller or newly public companies so that all but the largest public companies could take advantage of them. We will discuss the SEC’s proposed rule changes and explore the practical implications of a these potential significant changes that are focused on smaller public companies. Topics include:
– Overview and Policy Objectives of the Proposal
– Revisions to Filer Classifications and Definitions
– Expanded Accommodations and Scaled Disclosure
– Initial and Annual Determinations of Filer Status; Transition Rules
– Requests for Comments and Potential Changes to the Proposed Rules
– Considerations for Companies Considering Scaled Disclosure
– Relationship of the Proposal to Other SEC Initiatives
We are offering this critical live webcast at no charge, even to non-members of TheCorporateCounsel.net. Non-members can register for the free stream here. The on-demand version of the webcast will only be available to members of TheCorporateCounsel.net.
As usual, we will apply for CLE credit in all applicable states (with the exception of SC and NE who require advance notice) for this one-hour webcast. You must submit your state and license number prior to or during the live program. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider when your state issues approval, typically within 30 days of the webcast. All credits are pending state approval.
This program will also be eligible for on-demand CLE credit when the archive is posted, typically within 48 hours of the original air date. Instructions on how to qualify for on-demand CLE credit will be posted on the archive page.
Recently, the PCAOB has announced a number of measures directed toward its standard setting process and research agenda, the application and implementation of audit standards and the inspection process. The PCAOB has also seen changes in personnel in key positions in recent weeks.
Last week, the PCAOB announced that it had named the members of its Inspections Modernization Council. As noted in the announcement, the Inspections Modernization Council is “[a] resource group composed of outside parties with a stake in the PCAOB’s inspection activities, [and] the IMC will provide perspectives to inform the PCAOB’s efforts to modernize its inspection program and thereby improve audit quality.” The Council will consider the content of inspection reports, the impact of technology on inspections and a focus on the inspection of a firm’s systems of quality control. The members of the Council include representatives from accounting firms, companies, investment firms, consulting firms, academia and COSO.
The PCAOB also recently announced the establishment of a Firm Consultation Process, which is “designed to provide more timely and consistent guidance from PCAOB staff. The new process will allow registered public accounting firms to submit questions directly to OCA staff and receive informal staff views regarding the implementation of new standards and application of existing standards.” The PCAOB does not plan to make consultation requests public, but the Office of the Chief Auditor may publish public guidance for “questions that are frequently asked or may be of use more generally.”
Further in the spirit of consultation, in late June the PCAOB announced that it had opened a public comment period or stakeholders to provide input on potential future areas of focus for standard setting. In addition, the PCAOB is seeking feedback on “revisiting its general approach to standard setting and considering the potential impact of the recent SEC proposal regarding semiannual reporting on the PCAOB’s suite of standards.”
With our 2026 Proxy Disclosure and Executive Compensation Conferences now looming large on the horizon and with our early bird pricing ending next week, I am highlighting some of the great panels that will be taking place on October 12th & 13th in Orlando, Florida and via webcast.
One of the topics that I think is really important right now is the rapidly changing world of shareholder engagement and proxy voting. Earlier this year, I penned a blog titled “The Changing Face of Shareholder Engagement: Is the Modern Era of Engagement Over?” which summarized an article that I published in the January-February 2026 issue of The Corporate Executive. In that blog post and article, I argue that the “modern” era of shareholder engagement that dated back to the advent of the Say-on-Pay in 2011 has ended, and in 2026 we have entered a new era for engagement “that is marked by significant technological, business and regulatory changes that could have an enduring impact on the shareholder engagement landscape for public companies.”
Against this backdrop, we have assembled a fantastic 40-minute panel to explore all of the latest developments with shareholder engagement and proxy voting. This panel will explore how the landscape is changing (from the growing role of AI and pass-through voting to the evolution of proxy advisors) and what that means for companies as they engage with investors and prepare for the proxy season. This panel at the Proxy Disclosure Conference will be moderated by Ning Chiu from Davis Polk and will feature David Kern from Exxon, Rob Main from Jasper Street Partners and Edd Micklem from Tumelo.
You do not want to miss all of the insights that this panel (and all of the other panels) will share at our October Conferences. We have assembled an outstanding group of speakers for our fast-paced agenda. This is your opportunity to catch up on all developments in executive compensation, governance, disclosure practices, activism and shareholder engagement.
You can register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271. Be sure to take advantage of our discounted “early bird” rate until July 24!
The May-June issue of the Deal Lawyers newsletter was just sent to the printer and is also available online to members of DealLawyers.com who subscribe to the electronic format. This issue includes the following articles:
– Dual-Track Processes: How to Turbocharge Your Exit
– Earn-Outs and Other Forms of Contingent Consideration: Recent Delaware Decisions and Drafting Takeaways
The Deal Lawyers newsletter is always timely & topical – and something you can’t afford to be without to keep up with the rapid-fire developments in the world of M&A. If you don’t subscribe to Deal Lawyers, please email us at info@ccrcorp.com or call us at 800-737-1271.
The Texas Stock Exchange (TXSE) commenced trading last week, showcasing the operations of a new national securities exchange seeking to compete with Nasdaq and the New York Stock Exchange. As this story from Houston Public Media notes, the TXSE initiated a phased rollout that will take place over the course of July. During this initial testing phase and going forward, equity securities of companies that are listed on other exchanges will be traded on the TXSE under the concept of “unlisted trading privileges.” This Goodwin Public Company Advisory Blog entry notes:
The Texas Stock Exchange (TXSE) commenced quoting and trading securities pursuant to unlisted trading privileges on July 6, 2026, and the new national securities exchange intends to commence trading of other securities on the exchange in the coming weeks. The TXSE published a trading launch schedule identifying securities that will begin trading on the exchange in the coming weeks.
A security may begin trading on the TXSE pursuant to unlisted trading privileges without any action by the issuer. Under Exchange Act Section 12(f), a national securities exchange may trade a security that is listed on another exchange on an unlisted trading privileges basis. The SEC has provided guidance confirming that a national securities exchange may generally extend UTP immediately to any exchange-listed security, subject to a limited IPO timing exception set forth in Exchange Act Rule 12f-2. Under unlisted trading privileges, a security can trade on an exchange while retaining its primary listing on the exchange where that security is listed. The commencement of trading on the TXSE pursuant to unlisted trading privileges does not change an issuer’s primary listing, transfer its listing to the TXSE, or alter its ongoing obligations to its primary listing exchange.
Why it matters
The commencement of trading on another national securities exchange may cause some concern, because companies have taken no action to facilitate such trading. In this regard, it should be noted that trading pursuant to unlisted trading privileges occurs without any action on the part of the issuer of the securities, and the issuer of the securities generally cannot object to the trading on the exchange. This contrasts with the process of listing on an exchange, in which case the issuer of the securities would file a registration statement with the SEC and a listing application with the exchange.
Practical takeaway
For investor relations and other purposes, public companies will typically monitor their trading activity across markets and exchanges. Companies included in the TXSE trading launch schedule may wish to notify their investor relations and communications teams in advance and consider whether to develop an investor relations and/or public relations response when trading commences on the TXSE. Companies should be prepared to respond to investor, analyst, or media inquiries regarding the commencement of trading and recognize that such trading does not reflect a decision by the issuer to list its securities on the TXSE.
It will be interesting to see what listings the TXSE will attract now that it is operational. In addition to initial listings, the TXSE also contemplates dual-listed securities, where a company’s stock would be listed on the TXSE in addition to the New York Stock Exchange or Nasdaq. It should also be noted that Nasdaq Texas and NYSE Texas recently launched their exchanges and companies can dual-list their securities on those exchanges, as Meredith noted in her blog post back in March.
