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SEC Moves to Formally Rescind Climate Disclosure Rules

F. Mark Reuter, Allison A. Westfall, Olivia M. King, Christopher T. Colloton — Thu, 07 May 2026 09:00:01 -0400

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.

SEC Proposes Rules to Permit Optional Semiannual Reporting

F. Mark Reuter, Allison A. Westfall, Olivia M. King, Christopher T. Colloton — Thu, 07 May 2026 09:00:02 -0400

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.

Proxy Season Update: SEC will not respond to Most Shareholder Proposal No-action Requests

F. Mark Reuter, Allison A. Westfall, Christopher T. Colloton — Tue, 18 Nov 2025 09:00:03 -0500

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.

Reg FD Compliance Reminder – Influencer Interview Triggers 8-K Filing

Thu, 30 Oct 2025 09:00:04 -0400

On October 26, 2025, the Chief Revenue Officer of Snowflake Inc. appeared to overstep the bounds of Regulation Fair Disclosure (“Reg FD”) when he made statements regarding Snowflake’s future financial results during an impromptu interview posted by a social media influencer (@theschoolofhardknockz). The Chief Revenue Officer’s statements indicated Snowflake would exit the fiscal year with “probably just over $4.5 billion”, which was approximately $100 million more in additional revenue compared to the company’s guidance released in August.

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What Filers Should Know as Government Shutdown Looms

F. Mark Reuter, Allison A. Westfall, Christopher T. Colloton — Tue, 30 Sep 2025 09:00:05 -0400

October 1, 2025 marks the beginning of the 2026 federal fiscal year. However, if Congress does not enact the requisite appropriations bills or a temporary funding measure known as a continuing resolution, the federal government’s spending power will dry up and operations will largely grind to a halt.

Ninth Circuit Warning: Silence in the Face of SEC Comment Letters May Bolster Section 12(a)(2) Claims

F. Mark Reuter, Allison A. Westfall, Christopher T. Colloton — Mon, 07 Jul 2025 09:00:06 -0400

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”).

House Settlement Approved: College Sports Transition into a New but Familiar Legal Era

Michael W. Goldman — Mon, 09 Jun 2025 09:00:07 -0400

The settlement in House v. NCAA (“House Settlement”) was formally approved by Judge Claudia Wilken on June 6, 2025. The House Settlement is poised to bring significant changes to the landscape of college athletics, with schools now permitted to make direct payments to student-athletes. This shift introduces a range of legal and operational challenges that increasingly mirror the compensation structures of professional sports. Navigating this new environment will require legal and financial expertise traditionally found in the professional sports world. Issues related to contract structuring and enforceability, salary caps, and endorsement deal oversight will become central to how athletic programs operate and make strategic decisions. These concepts extend beyond compliance and will play an integral role in roster building, financial planning, and long-term program sustainability and success.

Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations

F. Mark Reuter, Allison A. Westfall, Christopher T. Colloton — Fri, 25 Apr 2025 09:00:08 -0400

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.

Pay vs. Performance and Cybersecurity Disclosure Rules: Will the SEC Retract Rulemaking?

F. Mark Reuter, Allison A. Westfall, Christopher T. Colloton — Fri, 04 Apr 2025 09:00:09 -0400

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.

Corporate Transparency Act Update: FinCEN Eliminates Reporting Obligations for U.S. Companies and U.S. Persons

Allison A. Westfall, Christopher T. Colloton — Tue, 25 Mar 2025 09:00:10 -0400

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that significantly narrows the beneficial ownership information (“BOI”) reporting requirements under the Corporate Transparency Act (“CTA”).