It has been just eight months since Inauguration Day and a change in leadership at the SEC, but quite a lot has been going on during that short time! Here are some highlights:
– Beginning in February 2025, the Corp Fin Staff issued seven statements addressing various aspects of the application of the federal securities laws to crypto assets.
– On February 11, the Staff provided updated guidance regarding the filing of beneficial ownership reports by investors on Schedules 13D and 13G that had a significant impact on engagement during the 2025 proxy season.
– On February 12, the Staff issued Staff Legal Bulletin No. 14M on Rule 14a-8, rescinding previously-issued Staff Legal Bulletin No. 14L and signaling a return to a “case-by-case” approach on environmental and social proposals.
– On March 3, Corp Fin issued updated guidance that enhances the accommodations available to companies for nonpublic review of draft registration statements.
– On March 12, the Staff issued guidance regarding the verification of an investor’s status as an accredited investor when an issuer is relying on Rule 506(c) of Regulation D when conducting a securities offering.
– On March 20, the Staff revised its approach to declaring registration statements effective in the “gap period” between Form 10-K and proxy statement filings.
– On March 27, the SEC announced that it had voted to discontinue its defense of the climate disclosure rules in litigation pending in the Eighth Circuit.
– On June 4, the SEC issued a concept release soliciting public comment on the definition of foreign private issuer.
– On June 12, the SEC withdrew proposed amendments to Rule 14a-8.
– On June 26, the SEC convened a Roundtable on Executive Compensation Disclosure Requirements.
– On September 4, the SEC released its Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions.
– On September 10, the SEC announced the appointment of Jim Moloney to as Director of Corp Fin.
– On September 17, the SEC adopted a policy statement and amendments to its Rules of Practice revisiting the Commission’s policy on mandatory arbitration provisions.
Given all of these SEC developments and our expectations about what is coming from the SEC and its Staff, now is the time to sign up for our “Proxy Disclosure & 22nd Annual Executive Compensation Conferences” to be held on October 21-22 at The Virgin Hotels in Las Vegas. Be sure to check out our packed agenda and our outstanding lineup of speakers. You can register online or reach out to our team to register by emailing info@ccrcorp.com or calling 1.800.737.1271.
I have admittedly reached a stage of my life where technology, for all of its many benefits, has become a persistent burden. I am bombarded with requests to update my hundreds of passwords in accordance with ever-increasing complexity standards, implement two-factor authentication, check multiple devices for authentication codes, download numerous authentication apps and avoid phishing emails like the plague. My rational mind recognizes that we live in an extraordinarily active cybersecurity threat environment, and all of these requests are prompted by a genuine desire to protect me from the bad guys. My irrational mind (which is prone to screaming “get off my lawn,” but only to myself) feels under siege as a result of this avalanche of protective measures, and inevitably encourages me to unplug and retreat to somewhere off the grid, where the oppressive cybersecurity infrastructure would leave me alone to whittle sticks and churn butter.
It is against this complicated emotional backdrop that many of us received the news of the SEC’s EDGAR Next initiative at around this time last year. As we note in the July-August 2025 issue of The Corporate Executive:
EDGAR Next replaces the current approach of utilizing EDGAR access codes to file on EDGAR with a more secure, two-factor authentication access security system. EDGAR Next generally limits filing access to persons specifically authorized by the filer and requires everyone that accesses the EDGAR filing system to have individual login credentials that are supplied by the U.S. federal government’s Login.gov service. The enhanced EDGAR Next security facilitates the tracing of every filing to the specific individual who made the filing.
While we knew that this significant change in approach was ultimately good for us, the prospect of migrating filers to the new EDGAR Next platform rightfully seemed daunting, and inspired a sort of Y2K-style panic in some quarters of the filer community. While the SEC gave us a generous year-long transition period, that somehow did not seem like enough time in our collective irrational minds for herding the appropriate cats to accomplish the objective. For a variety of reasons, the transition was not always easy. As Liz noted in this blog from June, a post on the Q&A Forum described the transition as “truly horrendous,” citing persistent system problems, delays and issues dealing with an overwhelmed SEC Staff.
For those of you who may have been off-grid whittling sticks of churning butter for the past year, we reached a major EDGAR Next milestone last Friday, and at least anecdotally it seems that generally the filer community has made the transition without too much drama. Legacy access to the SEC’s EDGAR filing system ended at 10:00 p.m. Eastern Time last Friday, and as of Monday morning this week, the SEC’s EDGAR Next filing platform is the exclusive means to electronically file documents with the SEC. As we noted in our last-minute EDGAR guide in the latest issue of The Corporate Executive:
There is no reason to panic if you have somehow missed the EDGAR Next train so far this year, but now is the time to enroll. The enrollment period for EDGAR Next opened on March 24, 2025, and will remain open until December 19, 2025. During this time, filers can avail themselves of the SEC’s short-form enrollment process that does not require the submission of a power of attorney or a notarized Form ID, and instead just requires the submission of basic contact information and the designation of initial account administrators for the filer’s EDGAR account. The enrollment process does require Staff action, but such action typically occurs promptly following submission of the required information.
It is important to note, however, that those existing filers who have not completed the EDGAR Next transition process by 10 p.m. ET on Friday, September 12, 2025, will no longer have access to the EDGAR system as of 6 a.m. ET on Monday, September 15, 2025. Therefore, to avoid any interruption in a filer’s access to the EDGAR system, it is advisable to complete the enrollment process before the September 12 cut-off date.
Even if a filer misses the September 12 deadline, filers with their current EDGAR access codes could still complete the streamlined enrollment process before December 19 and obtain their EDGAR Next filing credentials in a timely manner to then reestablish their ability to submit filings on EDGAR; however, filers that do not have access to their EDGAR access codes, including the passphrase, will need to follow the long-form Form ID process before making any electronic filings.
In our last-minute guide in The Corporate Executive, we offer some suggestions for what to do now if somehow you missed the EDGAR Next boat as the final December 19 deadline approaches. It you do not have access to all of the practical guidance that we provide in The Corporate Executive, I encourage you to give it a try – during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. To subscribe to this essential resource, please email info@ccrcorp.com or call 1.800.737.1271.
Yesterday, the SEC announced four new members to fill vacancies on its Investor Advisory Committee. These new members join the 16 current members of the committee and will serve four-year terms. The announcement notes:
The newest members of the Investor Advisory Committee are:
– C. Rodney Comegys, Global Head of Equity Investment Group at Vanguard
– James R. Copland, Senior Fellow and Director, Legal Policy at Manhattan Institute
– John A. Gulliver, Executive Director, Committee on Capital Markets Regulations and Program on International Financial Systems
– Sergio G. Rodriguera Jr., Co-Founder, Straylight Systems, Inc.
The Investor Advisory Committee was established pursuant to Section 39 of the Securities Exchange Act of 1934, and it “advises the Commission on regulatory priorities and initiatives to protect investors and promote the integrity of the U.S. securities markets.”
One of the many aspects that I am looking forward to at our upcoming “Proxy Disclosure & 22nd Annual Executive Compensation Conferences” to be held on October 21-22 at The Virgin Hotels in Las Vegas is that we will be celebrating 50 years of practical guidance from The Corporate Counsel and all of the related publications and websites in the CCRcorp universe.
On Monday, October 20 from 4:00 to 7:00 pm, we will host a casual evening reception for 2025 PDEC attendees, sponsors and exhibitors to network, collect credentials, and enjoy CCRcorp’s 50th Anniversary. At the reception, we plan to hoist our glasses for a celebratory toast to 50 years of corporate counsel resources!
If you are interested in the history of our publications and websites, check out this Deep Dive with Dave podcast from 2022, where my guest was Jesse Brill, who is the Founder & Former President of EP Executive Press (now known as CCRcorp). You can also check out this Special Supplement to the March-April 2010 issue of The Corporate Counsel, which marked the 35th Anniversary of The Corporate Counsel by including Jesse’s memories and highlights of the development of our community!
To be a part of our October Conferences (either in-person or online), you can register online or reach out to our team by emailing info@ccrcorp.com or calling 1.800.737.1271.
I do not believe that public company reporting matters often find their way into President Trump’s posts on the Truth Social platform, but yesterday the President posted a message indicating that “Companies and Corporations” should no longer “Report” on a quarterly basis, but rather report on a six-month basis. As this Reuters article notes, President Trump called for an end to quarterly reporting of financial results by U.S. public companies (subject to SEC approval), noting “[t]his will save money, and allow managers to focus on properly running their companies.” The post goes on to note: “Did you ever hear the statement that, ‘China has a 50 to 100 year view on management of a company, whereas we run our companies on a quarterly basis??? Not good!!!”
If this post somehow feels to you like “déjà vu all over again,” your hunch is correct, because back in August 2018, President Trump (during his first term) announced via Twitter that he had asked the SEC to study the possibility of moving from quarterly to semi-annual reporting for public companies. As we noted in this blog, in November 2018 the SEC included an agenda item in the Sunshine Act Notice for a Commission open meeting that contemplated a request for comment on the nature and content of quarterly reports and earnings releases. The SEC ended up being closed on the day of the open meeting due to a national day of mourning for George H.W. Bush, but the Commission later issued a 31-page request for comment in December 2018. The request for comment was broader than just addressing a change in frequency of periodic reports, raising questions about the relationship between Form 10-Q and earnings releases in addition to questions about changing the frequency of periodic reports. In July 2019, the SEC held a roundtable on short-term/long-term management of public companies, the periodic reporting system and regulatory requirements. The SEC’s efforts did not result in any rule proposal during the first Trump administration, but the topic of the frequency of periodic reporting remained on the SEC’s Reg Flex Agenda even after the end of the first Trump Administration until, as this Thomson Reuters article notes, the rulemaking plans were quietly dropped in the June 2021 version of the SEC’s Reg Flex Agenda.
The SEC’s Spring 2025 Reg Flex Agenda that John blogged about earlier this month does not include a rulemaking line item specifically addressing changes to the frequency of periodic reports, but it does list a proposed rulemaking titled “Rationalization of Disclosure Practices,” which is described as follows: “[t]he Division is considering recommending that the Commission propose rule amendments to rationalize disclosure practices to facilitate material disclosure by companies and shareholders’ access to that information.” It certainly seems that potential changes to the frequency of periodic reporting would fit within that rulemaking framework. The Staff and the Commission already have a strong base of comments and other information to work with as they prepare a proposal, given the 2018 request for comment and the 2019 roundtable. Nonetheless, any changes may ultimately take a while to implement, because the agency will have to vote on a proposal, solicit comments on that proposal, and ultimately consider final rule amendments, all against a backdrop of opposition that will inevitably come from the investor community. With all that said, I would advise to start collecting those Form 10-Qs now, because this time around they may become a rare historical relic!
The topic of eliminating quarterly reporting had actually resurfaced again earlier this month, when the Long-Term Stock Exchange announced plans to petition the SEC to allow public companies to report earnings semi-annually instead of quarterly. The announcement notes:
The petition potentially affects thousands of publicly traded companies currently bound by quarterly reporting requirements. While the Securities Exchange Act of 1934 provided the legal framework for periodic reporting, the SEC initially required only semi-annual reports starting in 1955 before moving to quarterly reporting in 1970.
LTSE Founder and best-selling author Eric Ries said, “This has been a longtime dream of the business community and represents the culmination of efforts by many long-term investors, companies, and policymakers over decades. The time has come to create a capital markets system that rewards patient capital and long-term thinking.”
The proposal addresses longstanding concerns about quarterly reporting’s impact on corporate decision-making. Business and political leaders, including the Trump administration (in 2018) and the U.S. Chamber of Commerce, have suggested that companies should report every six months instead of quarterly. Extensive academic research has documented the negative effects of quarterly reporting pressure on long-term value creation.
For long-term investors, the change could lead to more strategic company insights while reducing short-term volatility and better alignment of corporate management to investor interests. Under the proposed guidelines, all companies would retain the option to release quarterly earnings but would not be required to do so.
This focus on long-term value creation directly addresses systemic market pressures that currently favor short-term thinking.
“As CEOs, we absolutely have to deliver on short-term metrics; both our customers and investors depend on it,” said Maliz Beams, CEO of LTSE. “But the key is including short-term targets as deliberate mile markers on the path to long-term value creation. This petition takes a critical step toward enabling genuinely long-term companies to focus on sustainable growth rather than quarterly noise.”
As of this morning, no petition from the Long-Term Stock Exchange appeared on the SEC’s website. It may no longer be necessary at this point, because I suspect that Truth Social posts are more effective at motivating SEC action than rulemaking petitions.
Given the very active regulatory agenda at the SEC, we have added a session to our upcoming “Proxy Disclosure Conference” featuring Sebastian Gomez Abero, who serves as Corp Fin’s Acting Deputy Director of Legal and Regulatory Policy & Associate Director of the Disclosure Review Program. We are very fortunate to have Sebastian join us for this session, during which Sebastian and I will discuss all of the latest Corp Fin developments that you need to know about as the SEC’s regulatory reforms gear up in the coming months.
Now is the time to sign up for our “Proxy Disclosure & 22nd Annual Executive Compensation Conferences” to be held on October 21-22 at The Virgin Hotels in Las Vegas. In addition to my conversation with Sebastian Gomez Abero, we have an outstanding agenda featuring other exciting panels and a great group of speakers who will provide you with the practical guidance that you need in this time of significant changes at the SEC and beyond. If you are not able to travel to Las Vegas, we have a virtual option available for the event. You can register online or reach out to our team to register by emailing info@ccrcorp.com or calling 1.800.737.1271.
Last week, the SEC announced that its Crypto Task Force will host a public roundtable on financial surveillance and privacy on Friday, October 17 from 1 pm to 4 pm Eastern time at the SEC’s headquarters. The announcement notes:
Following the Spring Sprint Toward Crypto Clarity series of roundtables, the President’s Executive Order on Digital Assets, and the President’s Working Group on Digital Assets report, Commissioner Peirce directed the Crypto Task Force to take additional steps to promote United States leadership in digital assets and financial technology while protecting economic liberty. The Financial Surveillance and Privacy roundtable will bring together panelists who are at the forefront of developing technologies designed to protect individual privacy. It will also facilitate an in-depth discussion on policy matters related to financial surveillance.
“Technology that helps Americans protect their privacy is critically important as it enables people to choose when and with whom to share sensitive data about themselves so they can be protected from bad actors,” said Commissioner Hester M. Peirce. “Understanding recent developments in privacy-protecting tools will assist the SEC and other financial regulators as we work on policy solutions in the crypto space.”
The SEC notes that the roundtable will be open to the public, and registration is required for in-person attendance only. The roundtable will be streamed live on SEC.gov, and a recording will be posted at a later date. The agenda and roundtable speakers will be posted on the Crypto Task Force webpage.
Good morning. As our securities laws were being considered during the Great Depression and years after, corporate governance policymakers sought to ensure that stockholders had an active voice over any entrenched management, inattentive directors, or a controlling group.
The intent was that all stockholders could assert their ownership rights around key components of running the business and capital allocation.
Thus, while our proxy access process was originally designed to empower shareholders and provide them with a voice in company oversight, in recent years it has increasingly been co-opted by activist investors whose primary focus often lies, not in maximizing shareholder value, but in pushing narrow political, social, or personal agendas.
We have seen the shareholder proposal process diverted away from the critical business strategy and instead become a tool for advancing proposals that distract from companies’ missions, leading to an erosion of shareholder value and additionally costly burdens on companies that are working to navigate today’s complex business conditions and global competition.
As we examine the shareholder proposal process, we must also consider the role of proxy advisory firms on capital markets as a whole.
While these firms can offer some valuable perspective, over the past two decades, their influence on corporate governance and voting on particular shareholder proposals has grown significantly.
We must ask ourselves if these firms are fulfilling their intended purpose of serving in the best interests of shareholders or if they are distracting from the primary goal of enhancing long-term shareholder value.
Chairman Hill’s remarks went on to mention the SEC’s Staff Legal Bulletins 14L and 14M, noting how Staff Legal Bulletin 14L “shifted the focus of shareholder proposal review from the proposal’s relevance to a specific company to whether the proposed issue had broad societal impact.” The Committee issued a statement highlighting quotes from members of the Committee, as well as the witnesses that appeared before the Committee, which included: James Copland, Senior Fellow & Director of Legal Policy at the Manhattan Institute; Ferrell Keel, Partner, Jones Day; and Ron Mueller, Partner, Gibson Dunn & Crutcher LLP. Ron’s highlighted quote was as follows:
U.S. public companies of all sizes take shareholder relations seriously and welcome the opportunity to engage productively with their investors. But public companies also recognize that not all shareholders have the same priorities, and board of directors and company management have fiduciary responsibilities to act in the best interests of shareholders at large. Thus, one has to question why a single shareholder owning shares with a value of just $2,000 can initiate a process that imposes significant costs and, more importantly, diverts key company personnel, executives, and directors from other business activities, which costs and consequences are borne by all of the company’s shareholders. Moreover, the nature of shareholder proposals being submitted to companies in recent years have changed significantly from the proposals submitted in prior decades. Shareholder proposals no longer are primarily focused on corporate governance issues or on providing information or input on important business activities, but instead increasingly are crafted by special interest groups focused on narrow policy issues or specific outcomes, without regard to whether or how companies may already be addressing the issue, or to other considerations that may be more significant and consequential.
As John shared over a week ago, the SEC’s Spring 2025 Reg Flex Agenda includes a proposed rulemaking called “Shareholder Proposal Modernization.” It is unclear at this point what role Congress might play in Rule 14a-8 reforms or the SEC’s regulation of proxy advisory firms.
Speaking of shareholder proposals, as we make the transition from Summer to Autumn, you can count on proxy seasons summaries emerging like pumpkin spice lattes and early Halloween decorations. As your attention now shifts to the 2026 proxy season, we have posted several new summaries of the 2025 proxy season here on TheCorporateCounsel.net. Over the course of the past month, we have posted Gibson Dunn’s “Shareholder Proposal Developments During The 2025 Proxy Season;” Cooley’s “Proxy Season Highlights” (Part 1 and Part 2); and Sullivan & Cromwell’s “2025 Proxy Season Review” (Part 1 and Part 2). You can find all of these summaries (and more) in our “Shareholder Proposals” Practice Area here on TheCorporateCounsel.net. If you do not have access to all of the practical guidance here on TheCorporateCounsel.net, I encourage you to email info@ccrcorp.com to sign up today, or sign up online.
