Author Archives: Liz Dunshee

On Friday, Corp Fin published a bunch of updates to its Compliance & Disclosure Interpretations for Securities Act Sections and Securities Act Rules – including withdrawals, revisions, and brand new interpretations.

The updates modernize the CDIs to reflect that a number of them had become obsolete with the adoption of Securities Act Rule 152 back in 2020. As Dave has noted, that Rule provided welcome certainty for integration issues that had been a source of stress for many years. Other updates provide clarity on determining accredited investor status. Here’s more detail (with links to the new and revised CDIs, and paraphrasing the topics):

Securities Act Sections C&DIs (UPDATED 01/23/26)

1. Section 134. Securities Act Section 4(a)(2) – Withdrew Question 134.02 (superseded by Rule 152)

2. Section 139. Securities Act Section 5

– Withdrew Question 139.08 (superseded by Rule 152)

– Withdrew Question 139.25 (superseded by Rule 152)

– Revised Question 139.27 (updated to reflect existence of Rule 152)

Securities Act Rules C&DIs (UPDATED 01/23/26)

1. Section 141. Rule 147 – Intrastate offers and sales – Withdrew Question 141.06 (superseded by Rule 152)

2. New Section 148. Rule 152

– New Question 148.01

– The CDI addresses sales to individuals under Rule 506(b) of Regulation D, following a general solicitation under Rule 506(c). This depends on whether the issuer established a substantive relationship with such prospective purchasers prior to the commencement of the Rule 506(b) offering. Because the issuer solicited the prospective investors through the general solicitation in the prior Rule 506(c) offering, the issuer cannot rely on Rule 152(a)(1)(i). The CDI describes factors to consider.

– This CDI doesn’t give a bright-line cleansing period for investors previously solicited under a general solicitation, which is an issue raised in a letter request that John blogged about last summer. It does say that being an existing investor may constitute a preexisting relationship. Perhaps we will hear more about this at SRI this week.

– New Question 148.02

– The CDI explains that the mere fact that a registration statement is effective, in and of itself, does not automatically raise integration concerns under Rule 152.

– New Question 148.03 (revised and moved from Question 152.02)

– The refreshed CDI states that following an unsuccessful shelf takedown, an issuer may complete the offering privately, provided that the issuer complies with the general principle of integration in Rule 152(a).

3. Section 152. Rule 155 – Integration of Abandoned Offerings

– Withdrew Question 152.01 (superseded by Rule 152)

– Revised and Moved Question 152.02 (moved to Question 148.03) (private offering following unsuccessful shelf takedown)

– Withdrew Question 152.03 (superseded by Rule 152)

4. Section 212. Rule 415 – Delayed or Continuous Offering and Sale of Securities – Withdrew Question 212.06 (superseded by Rule 152)

5. Section 255. Rule 501 – Definitions and Terms Used in Regulation D – Revised 255.06

– This CDI relates to looking through to natural persons when determining accredited status of entities, the update clarifies language and adds a reference to Note 1 of Rule 501(a)(8).

6. Section 256. Rule 502 – General Conditions to be Met

– Withdrew Question 256.01 (superseded by Rule 152)

– Withdrew Question 256.02 (superseded by Rule 152)

– Withdrew Question 256.34 (superseded by Rule 152)

7. Section 260. Rule 506 – Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering

– New Question 260.39 – This new CDI clarifies that in a Rule 506(c) offering, an issuer can use different methods to verify the accredited investor status for different investors.

– Liz Dunshee

As Meredith shared today on DealLawyers.com, Corp Fin also updated CDIs on business combinations, tender & exchange offers, and proxy rules (e.g., broker searches).

These include an interesting update on exempt solicitations, saying that the Staff will object to voluntary filings. Check out Meredith’s blog and the CDIs for more detail.

– Liz Dunshee

Last but not least, the Corp fin Staff published a CDI on Friday to clarify when a spun-off company could omit historical compensation disclosures in subsequent filings. Check out Meredith’s blog on CompensationStandards.com for more on this one.

– Liz Dunshee

Like clockwork, a couple hours after I posted yesterday’s blog guessing about the SEC’s operating status over the upcoming 5-day weekend for federal workers, the SEC posted a formal announcement that EDGAR will be closed this Wednesday through Friday, resuming normal operations on Monday, December 29th. That means:

– EDGAR filing websites will not be operational.

– Filings will not be accepted in EDGAR.

– EDGAR Filer Support will be closed.

– Filings required to be made on December 24, December 25, or December 26, 2025 will be considered timely if filed on December 29, 2025, EDGAR’s next operational business day. Filers should plan their filings accordingly.

To put an even finer point on it, this is saying that the 24th – 26th are not “business days” for purposes of calculating filing deadlines. Effectively, the executive order gives you a couple of extra days to file.

– Liz Dunshee

The transcript is now available for our recent webcast – “This Year’s Rule 14a-8 Process: Corp Fin Staff Explains What You Need to Know.”

We heard from Corp Fin Chief Counsel, Michael Seaman, and Corp Fin Counsel, Emma O’Hara, on how the Staff will handle the Rule 14a-8 process for the 2026 proxy season in light of Corp Fin’s November statement. Cooley’s Reid Hooper and Gibson Dunn’s Ron Mueller also shared their perspectives on strategy and how issuers should be thinking about and approaching the new process, and I had the joy of returning to my “webcast moderator” role for this event. Topics included:

– How the Staff is working through its post-shutdown backlog

– The expected substance of the notice submitted by companies under this year’s Rule 14a-8 approach

– What language should be included for the “unqualified representation”

– What to do after submission

– What happens if there’s a withdrawal

– The carve-out for Rule 14a-8(i)(1) requests

The on-demand replay of this program is available here – and continues to be free to anyone who wants access, even if you aren’t currently a member of this site. We aren’t offering CLE credit for this one, but we have plenty of other programs for members if you need to get credits before year-end!

If you’re not yet a member of TheCorporateCounsel.net, try a no-risk trial now. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. If you need assistance, send us an email at info@ccrcorp.com – or call us at 800.737.1271.

– Liz Dunshee

In this 25-minute episode of the Women Governance Trailblazers podcast, Courtney Kamlet and I spoke with Cindie Jamison – who serves as Board Chair of Darden Restaurants, as well as a director and Audit Committee Chair at ODP Corp. and IFF Inc. She also recently published a memoir/career and life advice book that I very much enjoyed – “Shards in My Hair: Tales From Breaking the Glass Ceiling.” We discussed:

1. How to adapt to career-related setbacks and opportunities.

2. The biggest changes facing boards today – and how to stay nimble.

3. Evolution in activism approaches and director slates.

4. Potential impacts of the current deregulatory environment on boards and disclosure practices.

5. How to cultivate a productive boardroom culture and appropriate information flows.

6. Cindie’s advice for the next generation of women governance trailblazers.

To listen to any of our prior episodes of Women Governance Trailblazers, visit the podcast page on TheCorporateCounsel.net or use your favorite podcast app. I am SO grateful for all of the guests who have taken time to talk with us over the past 5+ years, and we’re looking forward to more great discussions in 2026! If there are governance trailblazers whose career paths and perspectives you’d like to hear more about, Courtney and I always appreciate recommendations! Drop me an email at liz@thecorporatecounsel.net.

Programming note: We’re starting our holiday blogging schedule tomorrow, which means that this blog will be sparse until early January. Happy holidays – and best wishes to all of our readers for the new year!

– Liz Dunshee

John shared encouraging stats last week for IPO momentum heading into 2026. If you’re planning an IPO in the near future, you should know that there is also a focus on market quality alongside the push to “Make IPOs Great Again” (in contrast to poor framing by the WSJ).

The latest example happened last week, when the SEC posted notice & immediate effectiveness of a Nasdaq proposal that expands the exchange’s ability to deny an initial listing based on the risk of price manipulation by third parties. This Mayer Brown blog summarizes the update:

Under the proposal, Nasdaq would adopt new interpretive material, IM‑5101‑3, under Nasdaq Rule 5101 that would permit it to deny an initial listing if it determines, based on a qualitative assessment, that the company’s securities are susceptible to manipulation or present comparable risks. This authority would apply even if the issuer otherwise meets Nasdaq’s existing listing requirements.

Nasdaq explains that the change would allow consideration of broader risk indicators suggesting susceptibility to problematic or unusual trading. Under the proposed rule, if Nasdaq denies a listing pursuant to this authority, it must issue a written determination explaining the basis for its decision. The issuer would have the right to appeal the determination to a Nasdaq hearings panel and would be required to publicly disclose the denial and the concerns identified by Nasdaq.

Nasdaq’s rule change aligns with the SEC’s recent trade suspensions based on alleged market manipulation – as the WSJ article had noted, there have been at least 12 trading suspensions since September, which is more suspensions than the previous 4 years combined.

It also follows other recent efforts by Nasdaq to clean up penny stocks. Meredith shared the proposals in real time earlier this fall, and now the SEC has:

– Initiated proceedings to determine whether to approve or disapprove a proposal to adopt additional initial listing criteria for companies primarily operating in China

– Approved a proposal, as amended, to amend certain initial listing requirements for de-SPAC transactions

– Approved a proposal, as amended in its entirety, to increase the minimum market value of unrestricted publicly held shares for companies that are pursuing an initial listing under the net income standard on either the Nasdaq Capital Market or the Nasdaq Global Market

When it comes to Nasdaq’s expanded discretion to consider the risk of manipulation during the initial listing process, the Mayer Brown blog shares these thoughts on what companies and their counsel should do:

For issuers seeking an initial Nasdaq listing, the proposal underscores the importance of assessing qualitative risk factors alongside technical listing compliance. In-house counsel and management may wish to consider whether ownership structures, jurisdictional features, public float characteristics, management experience, or the regulatory history of advisors involved in the offering could raise concerns under the proposed framework.

Advisors should also be mindful that Nasdaq may consider broader market patterns and past outcomes associated with similar listings when reviewing applications, rather than focusing exclusively on issuer-specific facts. Issuers and their advisors should consider how this expanded authority, if approved, could affect listing readiness, timing, and engagement with the exchange during the application process.

– Liz Dunshee

In case you missed it, the White House published an executive order late last week to give federal workers a holiday from December 24th through December 26th. As far as I can tell, the 5-day weekend won’t have much impact on issuers. Here’s what I can glean as of the time of this blog:

– The executive order permits agency heads to keep staff on-duty and stay open in their discretion.

– As of the time of this blog, the SEC hasn’t updated its website to announce any additional closures beyond the permanent federal holidays.

– In other years where there’s been a temporary holiday for federal workers, if the SEC is planning to be fully closed, it announces that – for example, see the announcement posted last year.

– The stock exchanges are sticking to their already-established holiday schedule of closing early on December 24th (at 1:00 pm ET) and operating a regular full trading day on December 26th, according to this Reuters article.

– So, perhaps there will be fewer folks reporting into the office, but for now it seems like Edgar is still open and the 24th and 26th will count as “business days.”

Here are holiday greetings from SEC Chair Paul Atkins and the staff in each division. I love the festive spirit!

Update: Helpfully, a few hours after this blog was published, the SEC has now posted a formal announcement that EDGAR will be closed this Wednesday through Friday, resuming normal operations on Monday, December 29th. That means no EDGAR filings will be accepted and December 24-28 are not “business days” for purposes of filing deadlines.

– Liz Dunshee

About a year ago, we brought Meaghan Nelson onboard here at CCRcorp – and she’s been busy! In addition to her full-time job as a Partner at Stoel Rives and handling annual updates to our treasure trove of essential handbooks, one of the most significant things Meaghan has done was relaunching The Mentor Blog for our members.

So, for our “Mentorship Matters with Dave & Liz” podcast, it seemed fitting for Dave and I to sit down with Meaghan to discuss the blog and all of the twists & turns that she’s seen so far in her career. Check out this 27-minute episode to hear:

1. Meaghan’s role in relaunching The Mentor Blog on TheCorporateCounsel.net – including the topics she’s covering and what she hopes corporate and securities practitioners will glean from it.

2. Meaghan’s career journey and how mentors and mentees have played a role in her success.

3. Advice for handling big decisions.

4. Meaghan’s book recommendations for 2026.

We’ve been getting great feedback about the thoughtful observations and advice that Meaghan has been sharing for corporate and securities law practitioners. I know I’m enjoying it! Make sure to subscribe to The Mentor Blog to see the new posts.

Thanks to everyone as well for the positive reach-outs on the podcast. If you have a topic that you think we should cover or guest who you think would be great for the podcast, feel free to contact Dave or me by LinkedIn or email.

– Liz Dunshee

That was fast! Yesterday, ISS announced the annual updates to its benchmark proxy voting policies – which will apply to shareholder meetings taking place on or after February 1, 2026. As always, ISS had sought comments on potential changes. That comment period just ended a couple weeks ago, so I personally was not expecting the updates to land before Thanksgiving, and I guess this early delivery is one more thing to be thankful for if you are celebrating the holiday tomorrow.

ISS provided a 19-page summary to recap the main changes for all policies globally. Additionally, this 35-page document takes a deeper dive into what’s changed for the Americas region – including the US – and the rationale for those changes. It also includes redlines that show the year-over-year updates.

All in all, there weren’t too many corporate governance-related updates for US companies – and all of the updates were on topics that were part of the comment period, so no surprises. But check out Meredith’s blog today on CompensationStandards.com for takeaways on compensation-related policy updates, which were more extensive. Based on ISS’s summary, here are the main takeaways on the governance front, which track with what ISS had proposed during the recent comment period:

– Problematic Capital Structures – Unequal Voting Rights: Eliminates inconsistencies in the treatment of capital structures with unequal voting rights by considering them problematic regardless of whether superior voting shares are classified as “common” or “preferred.”

– E&S-related Shareholder Proposals: Adopts a fully case-by-case approach for proposals on diversity, political contributions, human rights, and climate change, reflecting varied proposal scope, shifting investor sentiment, regulatory changes, and evolving company practices. On a global basis, ISS has also reinforced the use of a common set of evaluation factors and specifically notes consideration of whether a proposal may substantively affect shareholder rights or interests.

For more color on the ISS policy updates – and themes to expect during the 2026 proxy season – make sure to mark your calendar for our January 8th webcast – “ISS Policy Updates and Key Issues for 2026.” This is one of our most-loved programs each year. It features Marc Goldstein, Managing Director & Head of U.S. Research at ISS, Davis Polk’s Ning Chiu, and Jasper Street Partners’ Rob Main. Members can attend the webcast at no charge. If your membership is expiring at the end of the year, make sure to renew it in time to catch this important program! And if you aren’t yet a member, sign up today by emailing info@ccrcorp.com or calling 800.737.1271.

– Liz Dunshee