Corporate & Securities Blog

On September 17, 2026, the SEC issued a five-year exemptive order—the “Innovation Exemption”—which allows certain trading platforms called tokenized securities venues (“TSVs”) that use blockchain technology to trade tokenized versions of exchange-listed, national market system (“NMS”) stocks. The exemptive relief took effect immediately, and for public companies, the principal takeaway is that an unaffiliated third party can tokenize a company’s stock without its involvement, leaving the issuer only 30 days to object.

On May 4, 2026, the SEC took the first step toward undoing its dormant 2024 climate-related disclosure rules, submitting a proposed recission to the White House’s Office of Information and Regulatory Affairs (OIRA) for review.

After months of speculation, the SEC on May 5, 2026 announced a rule proposal that would give public companies the option of reporting earnings results every six months instead of every three—eschewing a decades-long requirement under federal securities laws.

On November 17, 2025, the SEC’s Division of Corporation Finance issued a statement regarding no action letter requests related to Rule 14a-8 shareholder proposals.

On June 10, 2025, the U.S. Court of Appeals for the Ninth Circuit reversed the dismissal of a securities class action after finding the plaintiff sufficiently alleged a real estate investment fund and its managing executive misled investors by exaggerating potential investment returns and failing to disclose a SEC staff comment letter that instructed the fund to remove the overstated projections from its offering materials. Notably, the court viewed the fund’s decision to comply with the SEC’s directive and remove exaggerated projections as evidence that the fund and its manager knew the projections were false. The court’s decision in Pino v. Cardone Capital, LLC provides cautionary guidance regarding the legal significance of SEC comments—namely, that a company’s failure to dispute a comment letter could be construed as an implicit admission of falsity, potentially exposing it to liability under Section 12(a)(2) of the Securities Act of 1933 (the “Act”).

On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item 402(w)(2) of Regulation S-K. The new guidance provides public companies with more clarity regarding the disclosures associated with the recovery of erroneously awarded incentive-based compensation.

On March 31, 2025, members of the U.S. House of Representatives Committee on Financial Services sent a letter to Mark Uyeda, Acting Chairman of the U.S. Securities and Exchange Commission. Seeking to “undo the damage from former Chairman Gary Gensler’s tenure,” the letter requests that the SEC withdraw fourteen final and proposed rules, including both the SEC’s Pay Versus Performance rules (adopted August 2022) and rules related to Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure (adopted July 2023).  The SEC may withdraw adopted rules pursuant to the Administrative Procedure Act, which generally involves a public notice and comment period. It will be interesting to see the response of incoming SEC Chairman Paul Atkins. Stay tuned.

As we embark on the new year, it is time to consider what is next for the SEC—specifically, EDGAR Next. In September 2024, the Securities and Exchange Commission adopted amendments to Regulation S-T aimed at modernizing the agency’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The new system—aptly named EDGAR Next—will feature improved access procedures and enhanced security measures, including two-factor authentication.

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s board diversity rules, which were designed to increase representation of women and minorities on corporate boards. Since 2023, the rules have required Nasdaq-listed companies to have at least one woman, minority, or LGBTQ+ member on their boards and to report director diversity information each year.

On October 22, 2024, the Securities and Exchange Commission charged four companies with making materially misleading disclosures about their cybersecurity risks. Each of the companies—Unisys Corp., Avaya Holdings Corp., Check Point Software Technologies Ltd., and Mimecast Limited—agreed to pay hefty monetary penalties to settle the SEC’s charges.

The fines follow a lengthy investigation by the SEC into public companies affected by the 2020 SolarWinds breach, one of the most widespread cyberattacks to date. The attack, largely believed to have been carried out by ...