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For some reason, I always seem to be blogging around a holiday, so I can hardly resist the urge to write some sort of holiday-themed blog. While I must admit that I love Thanksgiving (or at least the concept of Thanksgiving, if not the actual execution), this year’s holiday will no doubt be bittersweet, as it is the first holiday that we celebrate as a family after my father passed away over the summer. But he would have wanted us to go on with the celebration, because he loved Thanksgiving too (or at least the concept of Thanksgiving), and I certainly have lots of fond memories of many enjoyable Thanksgivings with him over the years.

As I did at this time last year, I would like to reflect on some of the things that we all have to be thankful for tomorrow in the securities and governance world:

1. We made it through the election year. I don’t know about you, but I yearn for the days when elections were boring. Can someone please run for office on a platform of bringing back boring elections? I felt like the collective stress during this year’s election cycle was palpable – and who needs all of that added stress? In any event, in the finest of Thanksgiving traditions, I will keep my remarks largely apolitical so as not to stir up a “spirited” conversation or all-out food fight. By all accounts, the upcoming change in leadership at the SEC will mean an end to the avalanche of rulemaking that we have faced over the past few years, which has resulted in quite a few new requirements for public companies. While we may ultimately see an avalanche of SEC rulemaking going the other way and rolling back requirements, at least that scenario is generally easier to deal with than complying with new disclosure and governance requirements.

2. The SEC is (almost) done with Dodd-Frank. Sometimes I really feel like I worked at the SEC in a whole different era, because when I was on the Staff you were generally told that rulemakings mandated by Congress were a priority and needed to be addressed with all due speed. Nowadays, the agency seems to not feel any such urgency, as it took over a dozen years to implement that Dodd-Frank Act disclosure and governance provisions that apply to public companies. Admittedly, some of the delays were not always within the SEC’s control, but a dozen years is a long time! In 2024, we saw the first disclosures about the exchange-mandated clawback policies, as well as the first Form SD filings by resource extraction issuers. We endured yet another season of pay-versus-performance disclosure, which I can only hope will be ripe for revisiting by the SEC’s new leadership. Unbelievably, the SEC still has not adopted the incentive-based compensation rules for financial institutions contemplated by Section 956 of the Dodd-Frank Act, although the SEC joined some of the other financial institutions regulators in a re-proposal earlier this year.

3. You will not be working on SEC-mandated climate disclosure over the holidays. The SEC adopted its much-anticipated climate disclosure requirements in March of this year (why does that seem so long ago?) and the largest filers would have had to start working on disclosure controls to provide disclosures for the upcoming 2025 fiscal year. The rules remain mired in litigation and it certainly looks like the rules will have no future in the Trump Administration. So let’s go “pencils down” and enjoy the holiday – but don’t forget about CSRD.

4. We have one year of cybersecurity disclosure under our belt. At this time last year we were wringing our hands over what we were going to say in response to the SEC’s new cybersecurity disclosure rules, but we were able to get through the first Form 10-K cycle largely unscathed. I do think that we will see some iteration on the annual cybersecurity disclosure during this upcoming annual reporting season, as companies revisit their approach in light of what they have observed from their peers’ disclosures and broader disclosure trends. It is also important for companies to consider what changes may be necessary to the disclosure in light of rapidly evolving cybersecurity conditions and governance changes that can lead to different disclosures from year to year.

5. We Got Together In-Person at the October Conferences! I am particularly thankful for the opportunity to see so many members of our community in person at the October Conferences in San Francisco. It was so nice to be freed from the confines of the Zoom screen! Let’s keep it up.

I am planning to enjoy the next few days of holiday downtime and I hope you can too. I wish you a happy Thanksgiving!

– Dave Lynn

The blog will be back on December 2.