A number of comment letter deadlines have recently passed – or are approaching – for the various SEC proposals that are currently outstanding and under consideration (and other non-proposal calls for comment). Here’s where things stand:
1. Draft strategic plan – Comments should be received on or before July 2, 2026. Comments to-date are here.
2. Semianual Reporting – Comments should be received on or before July 6, 2026. Comments to-date are here.
3. Enhancement of EGC Accommodations and Simplification of Filer Status – Comments should be received on or before July 20, 2026. Comments to-date are here.
4. Registered Offering Reform – Comments should be received on or before July 27, 2026. Comments to-date are here.
5. Modernizing the IPO process and alternative paths to public markets – Comments should be received on or before July 27, 2026. Comments to-date are here.
6. Rescinding climate disclosure rules – Comments should be received on or before August 3, 2026. Comments to-date are here.
7. Electronic delivery of information under the Federal securities laws – Comments should be received by September 21, 2026. Comments to-date are here.
8. 24-hour trading – Comments should be received by the date of the roundtable on September 17, 2026. Comments to-date are here.
The comment letter deadline just means that the Commission won’t act to issue a final rule before that date, it’s not a hard cutoff for submissions, and the Staff will consider all comments. At the same time, if you want the Staff to have enough time to thoroughly work through your suggestions and potentially implement them in the final proposal, you’d best be acting soon. I’ll also note here that – at least based on my understanding of and involvement from the outside with the rulemaking process – thoughtful comments tend to carry more weight than the volume of – hypothetically speaking – one-sentence letters.
Based purely on the number of comments received – too many for me to count, with 55,000 added on July 14th alone! – the semiannual reporting proposal appears to be the most controversial so far – or at least the one that is getting the most attention. I previously shared a comment letter tracker for this topic. To those of us who practice in the space, it’s been a bit of a head-scratcher to see this proposal in the spotlight out of all the things that are currently on the table, but maybe we were caught off-guard in part because we assumed that smaller, pre-revenue companies would be the most likely ones to take advantage of it. As John blogged, that assumption may not always hold true, because at least one mega-cap company has said it intends to move to semiannual reporting if the rule is finalized.
The semiannual reporting proposal is also likely easier for the public-at-large to understand and react to. It’s become such a hot topic that people are even making assertions (that sound dangerously close to conspiracy theories) about the email address that the release provided for the comment letter submission process. The SEC has now added this note to the comment page:
Questions have been raised about the operability of the email address listed in the Federal Register version of the semiannual proposing release, rule-comment@sec.gov. Both that email address and rule-comments@sec.gov are valid and operative means to submit comments, are receiving comments submitted regarding this rulemaking, and have been used in other rulemakings and comment solicitations. There is no need to resubmit comments if you used the email address listed in the proposing release.
Note: A large number of comments have been received for this proposing release, and we are working on posting them. We encourage the public to continue checking SEC.gov for submitted comments and note that submissions are not necessarily posted in the order of receipt.
Anyway, if you want to read comments on all the proposals, including the ones that may be more likely to move the needle, check out the links above. Here’s a 24-page letter from the Securities Industry and Financial Markets Association that addresses the “registered offering reform” and “filer status” proposals. Here’s one point from the letter that’s worth a read (see the letter for the detailed explanation of this recommendation):
The Commission should reconsider the proposed “ineligible issuer” disqualification for Form S-3 eligibility, in particular with respect to paragraphs (v) and (vi) of the Rule 405 definition, and permit ineligible issuers that are not BSP issuers to continue using Form S-3. We believe such a requirement would otherwise undermine the Commission’s capital formation objective and have significant adverse consequences for access to the public markets by disqualifying many issuers — including large, seasoned issuers that are currently eligible to use Form S-3—from continuing to use shelf registration. It would also impose a disproportionately severe penalty that is not necessary to achieving the Commission’s investor-protection objectives.
In my experience, it is challenging (for multiple reasons) to work with a group of people to put together a thoughtful comment letter on an SEC proposal. Right now, though, I think submitting a letter might be the easier part! I respect and have gratitude for all those on the Staff sorting through this large volume of comments and analyzing how they all fit together alongside other in-process rule changes.
– Liz Dunshee
Yesterday, the SEC announced that Small Business Capital Formation Advisory Committee meeting that had kicked off on July 21, 2026 will reconvene virtually on Thursday, August 6th. I understand the first meeting was cut short because of some facility issues. You can watch the continuation of the meeting on SEC.gov.
Meredith shared a summary of remarks from the first installment of this meeting, and we’ll look forward to Part 2. Here’s the original agenda – and the announcement gives this overview:
The committee will continue its exploration into modernizing public market access and encouraging IPOs and small public company capital formation – including consideration of policy recommendations to reduce regulatory friction and facilitate capital formation in the public securities markets.
– Liz Dunshee
Our “Proxy Disclosure & 23rd Annual Executive Compensation Conferences” will be here before we know it – they’re happening October 12-13th in Orlando and virtually. With the Orlando location, I expect it to be extra magical this year. Unlike a certain large theme park, we do not have 30 different ticket combinations to parse through – but we do have an “Early Bird” rate that will allow you to save on your registration fee, and it expires today! Act now to secure your spot.
Register by the end of today – Friday, July 31st – to save on your in-person or virtual registration! You can register online or by contacting us at info@CCRcorp.com or 1-800-737-1271. Make sure to also book your hotel room, because the block is nearly full and the remaining rooms are going fast.
These Conferences are in a league of their own in terms of the experienced speaker lineup and the focus on practical guidance. With so many significant changes expected from the SEC this fall – as well as changing dynamics for shareholder proposals and investor voting – attending is the best thing you can do to arm yourself for the 2027 proxy season.
Here are the agendas for the Conferences – 14 sessions over two days – with a terrific speaker lineup, valuable course materials, and on-demand replay of all sessions for a year after the event:
– Christina Thomas: The Latest From Corp Fin
– The SEC All-Stars: Proxy Season Insights
– The Fate of Shareholder Proposals
– Fireside Chat with Top Activism Defense Lawyers
– Scary Stories to Tell in the (Securities Law Conference Spot)light
– Trends in Tokenization & Blockchain
– Shareholder Engagement & Proxy Voting: Turning Tides
– SRCs, EGCs & FPIs: What’s Next?
– Keeping Governance In Focus When the Future Is Hazy
– The SEC All-Stars: Executive Pay Nuggets
– Your Compensation Disclosures: New & Improved (We Hope)
– The Top Compensation Consultants Speak
– Bodyguards & Private Jets: Perks on the Radar
– Navigating ISS & Glass Lewis
As I mentioned above, our early bird rates apply to both in-person and virtual attendance, so register online or contact us at info@CCRcorp.com or 1-800-737-1271 before the reduced rates expire today – Friday, July 31st!
– Liz Dunshee
According to reports published last week by National Economic Research Associates (NERA) and Cornerstone Research, securities class action lawsuits are having a big year: Both the number of filings and the total value of settlements are on track to exceed annual figures from the past 5 years.
The reports from NERA and Cornerstone Research are both available in our “Securities Litigation” Practice Area, along with other commentary about trends, cooperation credit, liability theories and more.
This D&O Diary blog from Kevin LaCroix gives color on the recent reports:
The increase in the number of filings in the year’s first six months is attributable to a number of filing trends. For example, according to the NERA report, there were 18 first half AI-related filings, already exceeding the 17 AI-related cases filed in all of 2025. There was also an increase in the number of cases with pump-and-dump allegations, from no more than two filings annually during the period 2022-2025 to 11 the first half of 2026. On the other hand, the number of crypto and SPAC-related filings declined sharply from 2025 levels, with only 2 crypto-related filings in the year’s first six months compared to 14 for the full year 2025, and only one SPAC-related filing in the 1H26 compared to five for the full year 2025.
Kevin shares his own analysis here, which includes these nuggets:
– Two industry groups that stood out in particular for the number of first half filings. Industry Group 283 (Drugs) had a total of 19 first half 2026 filings, representing about 16% of all first-half 2026 filings. Industry Group 737 (Computer Programming and Data Processing) had a total of 17 first-half 2026 filings, representing about 14% of all first-half 2026 filings. These two industry groups together accounted for 36 first-half 2026 filings, or nearly 31% of all first half 2026 filings.
– Among the first half 2026 securities suit filings were nine cases against IPO companies. The IPO companies named as defendants completed their IPOs in 2024 (one company); 2025 (seven companies); and 2026 (one company).
– Liz Dunshee
Earlier this week, I shared that the CLARITY Act could be in jeopardy if the Senate doesn’t approve it before the August recess. The Act would establish a Congressionally approved regulatory framework for digital commodities and clarify the roles of the SEC and CFTC. Coindesk reported that the Senate has now shelved the bill. Here’s an excerpt:
Bottom line: Clarity isn’t likely to come up for voting before next week — the final days before the chamber’s summer break is set to start on August 8. The hotly debated market structure bill isn’t yet ready for a vote, anyway, as the parties continue to try to seek a compromise on a contentious provision that’s stood in the way of a deal: the ban against senior government officials, including President Donald Trump, backing crypto projects.
What does that mean for the legislation, and what happens if it dies? As you might expect, the SEC and CFTC likely will continue to fill the gaps, as implied by SEC Commissioner Hester Peirce’s statement last week. The article says:
Having significant disagreements at this stage could narrow the chances that Clarity can become law in 2026, potentially throwing the industry into some uncertainty over the timeline for U.S. regulations. If this legislation tanks, the next best avenues for regulatory legitimacy is the ongoing implementation of the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act and the policy efforts at the U.S. Securities and Exchange Commission and the Commodity Futures Trading Commission.
In the Senate, the best hope for the industry at this point may be get its own preliminary push into the cloture process just before the lawmakers scatter on their recess.
The House and Senate both return for a few weeks in September. But that’s the end of the available floor time. And after the November elections, Congress will enter its so-called lame duck session in which defeated and retiring lawmakers will be serving out their final weeks until the next session of Congress begins in January. Lame duck sessions sometimes produce legislation in what can be a chaotic period of desperate dealmaking, though they can also lock up with political paralysis.
The article also notes that even if the CLARITY Act passes in the Senate, it will have to go back to the House for another vote.
– Liz Dunshee
Last week, the SEC announced that Sam Waldon, Principal Deputy Director of the Division of Enforcement, will depart the agency tomorrow – July 31st.
Sam served on the Staff for 14+ years, including time as Acting Deputy Director from October 2024 to January 2025 and Acting Director of Enforcement on two occasions in 2025 and 2026. He was also Chief Counsel in the Division of Enforcement from 2022 through 2024. In 2011, he received the SEC’s Philip A. Loomis, Jr. Award for outstanding legal scholarship, analysis, and draftsmanship in creating workable solutions to difficult legal and policy issues while exhibiting the highest caliber of personal and professional integrity.
Sam will be succeeded as Principal Deputy Director by Osman Nawaz, who previously served with the SEC from 2010-2024 before rejoining the agency last month. Everyone had glowing things to say about each other in the press release.
– Liz Dunshee
On Monday, the SEC announced release of the report to Congress from the 45th Annual Small Business Forum, which was held back in March. A transcript from the Forum is also available.
The report is especially interesting in light of all of the SEC’s anticipated rulemaking proposals on the 2026 Regulatory Agenda of Federal Regulatory and Deregulatory Actions. The Commission will consider Forum recommendations alongside other public comments on relevant policy initiatives – and this year, they may actually get traction. Not only do certain suggestions seem to align nicely with Chair Atkins’ overall initiative to “Make IPOs Great Again,” but we’ve already seen threads from some of them appear in the SEC’s May 2026 proposals on filer status and registered offering reform.
In addition to a summary of the day’s events and information about the Forum, the report includes the top five policy recommendations from each lifecycle segment that was addressed during the Forum – early-stage, growth-stage (including smaller funds), and small cap companies and the public markets – alongside the SEC’s response. Here are the recommendations on small cap companies and public markets:
1. Recommendation: Improve public trading for companies traded over-the-counter by requiring more disclosures about short selling, institutional holdings, insider and affiliate holdings and transactions, paid stock promotion, and information about the security from transfer agents.
– COMMISSION RESPONSE: In connection with short-sale disclosure, self-regulatory organizations, including NYSE, Nasdaq, and FINRA, currently provide short selling information on their websites, and the Commission currently provides information on failures to deliver securities that may result from sales, including short sales. On October 13, 2023, the Commission adopted a new rule and related form designed to provide greater transparency through the publication of short sale-related data to investors and other market participants.
Under the rule, institutional investment managers that meet or exceed a specified reporting threshold would be required to report, on a monthly basis using the form, specified short position data and short activity data for equity securities. The Commission is evaluating the rule, including potential changes to the rule and form, and has extended the compliance date for the rule until January 2, 2028. The Commission will consider this Forum recommendation in connection with this initiative.
The Commission currently has rules regarding the disclosure of insider and affiliate holdings and transactions, and the federal securities laws require persons who promote a security to fully disclose the receipt and amount of consideration from an issuer, underwriter, or dealer. In October 2023, the Commission adopted amendments that shortened the deadline for investors who beneficially own more than 5 percent of public company securities to file applicable forms to improve transparency and provide more timely information for shareholders and the market. The Commission will consider this Forum recommendation in connection with future regulatory initiatives.
In 2015, the Commission published an Advance Notice of Proposed Rulemaking and Concept Release outlining various issues related to the transfer agent regulatory regime and potential rulemaking to address those issues. The 2026 Regulatory Agenda indicates that the SEC’s Division of Trading and Markets is considering recommending that the Commission propose updates and refinements to the Commission’s existing regulatory regime for transfer agents. The Commission will consider this Forum recommendation in connection with this initiative.
2. Recommendation: Allow at-the-market offerings for all small public companies and Regulation A Tier 2 companies that are current in their filing requirements.
– COMMISSION RESPONSE: In the June 18, 2019, concept release that requested comment on ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while maintaining appropriate investor protections, the Commission solicited public comment on whether at-the-market offerings should be permitted in Regulation A. In addition, the 2026 Regulatory Agenda includes initiatives to consider updates to the Commission’s rules related to exempt offerings, which includes Regulation A. The Commission will consider this Forum recommendation when considering updates to the exempt offering pathways and in connection with other initiatives.
3. Recommendation: Expand Form S-3 to enable more issuers to conduct offerings on Form S-3, regardless of public float.
– COMMISSION RESPONSE: The 2026 Regulatory Agenda includes an initiative to consider the modernization of the Commission’s shelf registration process, including eligibility to conduct offerings on Form S-3. On May 19, 2026, the SEC proposed a Registered Offering Reform rule that would significantly enhance public companies’ ability to conduct registered offerings, including revising Form S-3’s eligibility criteria to enable a greater number of public companies to conduct shelf offerings, which allow quicker access to the public capital markets, and extend registration and offering communication flexibilities, many of which currently are reserved only for “well-known seasoned issuers,” to a broader set of issuers. The Commission will consider this Forum recommendation in connection with this initiative.
4. Recommendation: Revise Regulation A to simplify reporting requirements for small issuers and improve companies’ access to capital.
– COMMISSION RESPONSE: The 2026 Regulatory Agenda includes initiatives to consider updates to the Commission’s rules related to exempt offerings. The Commission will consider this Forum recommendation when considering updates to the exempt offering pathways and in connection with other initiatives.
5. Recommendation: Pursue regulatory reforms to reduce unnecessary cost and liability barriers associated with becoming and remaining a smaller public company.
– COMMISSION RESPONSE: The 2026 Regulatory Agenda includes initiatives to encourage more companies to become and remain a public company, including rule amendments to expand accommodations that are available for emerging growth companies (defined generally to include new issuers with total annual gross revenues of less than $1.235 billion) and to rationalize filer statuses to simplify the categorization of registrants and reduce their compliance burdens.
On May 19, 2026, the SEC proposed two rules that would reduce barriers associated with becoming and remaining a smaller public company. The proposed rule titled “Enhancement of EGC Accommodations and Simplification of Filer Status for Reporting Companies” would extend current disclosure scaling and other accommodations to most public companies, grant the smallest public companies extended deadlines to file their periodic reports, simplify the public reporting company filer status framework, and update the Commission’s Regulatory Flexibility Act issuer “small entity” definitions.
In addition, the proposed Registered Offering Reform rule mentioned above would significantly enhance public companies’ ability to conduct registered offerings, including revising Form S-3’s eligibility criteria to enable a greater number of public companies to conduct shelf offerings, which allow quicker access to the public capital markets, and extend registration and offering communication flexibilities, many of which currently are reserved only for “well known seasoned issuers,” to a broader set of issuers. The Commission will consider this Forum recommendation in connection with these initiatives.
The recommendations from the session on growth-stage companies and smaller funds discuss making previously restricted shares available for public trading under Rule 144 in order to streamline the path from private to public markets – which is a topic on the 2026 Reg Flex Agenda. That session also recommended preempting state blue sky laws for off-exchange secondary trading in companies that make available robust, publicly accessible, and timely information, such as information required by Regulation A Tier 2 – which the report notes has been the topic of a previous concept release and proposed amendments, and is also relevant to the current Reg Flex Agenda item to consider updates to the Commission’s rules for exempt offerings, which includes Regulation A.
The recommendations from the session on early-stage capital raising suggested expanding the accredited investor definition to include additional measures of sophistication – including an investor test and experience. Here’s the Commission response on that one:
The 2026 Regulatory Agenda of Federal Regulatory and Deregulatory Actions (2026 Regulatory Agenda) includes initiatives to consider further updates to the Commission’s rules related to exempt offerings to simplify the pathways for raising capital for, and investor access to, private businesses. In addition, in an effort to increase investor access to private markets while ensuring adequate investor protections, Chairman Atkins has directed the staff in the Commission’s Division of Corporation Finance to begin discussions with FINRA about the possibility of creating an accredited investor examination. The Commission will consider this Forum recommendation when considering updates to the exempt offering pathways and in connection with its other initiatives.
Other recommendations related to creating a new federal “friends and family” exemption to preempt state blue sky laws, modernizing the regulatory framework for crypto assets that are securities, creating a portal and resources for funding support to small businesses, and increasing the annual amount that a company can raise under Regulation Crowdfunding.
– Liz Dunshee
Late last week, the SEC approved changes to FINRA Rule 5110 that – among other things – are aimed at simplifying how underwriting compensation is calculated. Here’s an excerpt from the SEC order:
FINRA’s proposed rule change would, among other things, amend provisions of Rule 5110 to: (1) change the valuation method for securities acquisitions that are considered to be underwriting compensation; (2) add certain securities acquisitions to the existing exclusions from underwriting compensation; (3) treat nonconvertible preferred securities the same as nonconvertible debt securities; and (4) make other modifications for clarity and to improve the operation of the rule.
Here’s more detail on what the rule will do, based on the SEC’s order:
– Replace the “bona fide public market” valuation method with a more predictable valuation method, as the new method would be based on readily available market data (the closing market price of the security traded on a U.S. registered national securities exchange or a “designated offshore securities market”) instead of requiring a calculation that included average daily trading volume and public float.
– Expand the exclusions from underwriting compensation to include additional narrowly tailored exclusions, which are based on exemptive relief that FINRA has previously provided and would need to comply with specific conditions in the amended rule: (1) debt-for-equity exchanges; and (2) capital investments for direct participation programs (“DPPs”) and unlisted real estate investment trusts (“REITs”).
– Treat nonconvertible preferred securities the same as nonconvertible debt securities – i.e., they are considered to have no compensation value and excluded from underwriting compensation – as long as the nonconvertible preferred securities are acquired at a fair price. FINRA noted that both non-convertible debt and non-convertible preferred securities cannot be converted to common stock and provide predetermined payments to holders, resulting in fixed sources of income. In addition, FINRA will maintain the ability to oversee underwriting terms and arrangements because participating members would continue to be required to file documents and information in connection with certain public offerings.
– Amend Rule 5110(g)(5)(B) to add tail fees to the types of termination fees that are allowed as underwriting compensation, if specific requirements are met. Under the amended rule, the same requirements that apply to termination fees will also apply to tail fees. If these requirements are not met, tail fees would constitute unreasonable arrangements under Rule 5110.
– Make non-substantive, technical changes.
FINRA believes the amendments will result in fewer exemption requests and reduce situations where underwriters and companies have to negotiate different forms of compensation for compliance reasons – providing more predictability and certainty to members while also maintaining guardrails to protect investors.
In addition to the amendments to FINRA Rule 5110, the Commission also approved amendments to FINRA Rule 5123, which addresses private placements of securities. The amendments to Rule 5123 expand the available filing exemptions for sales to accredited investors to include offerings sold to investors meeting the accredited investor categories for certain family offices and for certain entities with assets under management in excess of $5,000,000, consistent with the Commission’s addition of those categories to the accredited investor definition in August 2020.
– Liz Dunshee
It’s been exciting to see a number of experienced practitioners take roles at the SEC over the past year or so – many of them returning for another “tour of duty” after serving on the staff years ago. It is also exciting to see that the Commission is hiring folks on at the other end of the seniority spectrum. Last week, Corp Fin posted this opening for a Disclosure Review Law Clerk.
This is an amazing opportunity for recent law school grads – providing excellent experience and training, all while working with smart and dedicated colleagues to further the SEC’s mission. If you’re a young lawyer, apply! If you’re not so young, you can still help: Tell your students, colleagues and friends!!
– Liz Dunshee
You really can’t go anywhere these days without talking about AI – and as you might expect, that’s especially true of earnings calls and SEC disclosures. But as the landscape changes, so do the questions and conversations. This season, as folks get more sophisticated about the use cases and implications of AI, analysts for some companies are asking about token expense – as well as ROI. This Bloomberg article flags the trend. Here’s an excerpt:
The cost associated with using artificial intelligence has gone up sharply for many businesses, with [big-name corporations] limiting access to AI tools to rein in spending. After pushing employees to make use of AI applications, companies are finding that additional productivity comes with rising expenses — and growing scrutiny from analysts and investors.
The article gives examples of how companies are addressing these questions, so it’s worth a read if you are preparing for an upcoming call. It also points out:
There’s no reporting requirement for companies to break out these costs. Still, chief financial officers face the challenge of deciding how much of that spending (and its returns) they want to disclose to the outside world.
Companies are taking different approaches to reporting token-spend – e.g., some are breaking it out into a separate category and implementing controls to track it while others are discussing the business impact of AI in a more holistic way, in light of the cost savings it may also bring. Likewise, some companies are discussing margin and ROI in general terms while others are not yet providing that information. And as this WSJ article shares, some companies are also getting more “tokenomical” – shifting budgets to low-cost and/or open-source models when available in order to tamp down expenses.
Like any emerging issue, AI-related spending is also triggering a conversation about quarterly risk factors. In addition to what you might find about cap-ex, pre-AI risk factors about access to service and availability of adequate tech infrastructure, network capacity and compute power could serve as a model for risks relating to power and compute. Of course, every company will need to think through whether there are material risks and – if so – describe them in a way that’s tailored to their particular business and circumstances. In the past, these types of risk factors were mainly found in tech companies’ filings, but now we might see them in other industries as well.
– Liz Dunshee
