Capital Markets Update – December 2025 One-Minute Reads

SEC December 4 meeting discusses regulatory changes in corporate governance, tokenization of equity securities

Brad Goldberg, partner and co-head of Cooley’s corporate governance and securities regulation practice, participated in a panel discussion on regulatory changes in corporate governance during the December 4, 2025, Investor Advisory Committee meeting. The committee, which focuses on investor-related interests, advises the SEC on regulatory priorities and various initiatives to help protect investors and promote the integrity of the US securities markets. The panel discussed the SEC’s significant shift in policy with respect to corporate governance, and how these changes impact how shareholders engage and interact with issuers and how boards respond to shareholder concerns. The full agenda is available on the committee’s web page.

SEC provides reopening guidance

See these FAQs from the Securities and Exchange Commission (SEC) Division of Corporation Finance (Corp Fin) addressing questions regarding pending filings with the SEC, along with this CapitalXchange post offering live updates to help navigate post-shutdown issues. For insights on how the SEC will get itself up and running, including a look back at the reopening process in 2018 – 2019, see this TheCorporateCounsel.net blog and this TheCorporateCounsel.net blog.

SEC determines not to weigh in on most no-action requests to exclude shareholder proposals

As discussed in the November edition of One-Minute Reads, Corp Fin issued a statement announcing that for the proxy season running from October 1, 2025, through September 30, 2026, the staff will not provide a substantive response to no-action requests from companies seeking to exclude shareholder proposals from their definitive proxy materials, pursuant to Rule 14a-8, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1).

See Commissioner Caroline Crenshaw’s statement for her views on the SEC’s announcement. For details on what this means for companies for the upcoming proxy season, see this Cooley alert, and for a summary of Corp Fin’s statement, see this TheGovernanceBeat.com post. Big news like this caught everyone’s attention – see also this ESG Dive article, this TheCorporateCounsel.net blog, this TheCorporateCounsel.net blog and this ESG Today article.

On behalf of CorporateCounsel.net, Cooley strategic advisor Liz Dunshee moderated this webcast, joined by Cooley special counsel Reid Hooper, to discuss key takeaways from the SEC’s statement, consider the staff’s procedural expectations for this year and address common questions. See this TheCorporateCounsel.net blog that discusses interesting points raised in the Cooley alert and by Reid Hooper during the webcast.

SEC dismisses SolarWinds enforcement action

The SEC announced that it filed a joint stipulation with defendants SolarWinds Corporation and its chief information security officer, Timothy G. Brown, to dismiss with prejudice the SEC’s ongoing cybersecurity disclosure civil enforcement action. As a reminder, the enforcement action followed a cyberattack against SolarWinds and challenged alleged “hypothetical risk factor” disclosures and other statements that purported to describe the company’s cybersecurity practices and policies. For more information, see this TheCorporateCounsel.net blog and this Cybersecurity Dive article.

Chair Atkins unveils next phase of ‘Project Crypto’

SEC Chairman Paul Atkins delivered this keynote address at the Federal Reserve Bank of Philadelphia unveiling the next phase of “Project Crypto,” the SEC’s initiative to provide clarity and consistency in applying US securities laws to digital assets. Atkins emphasized the SEC’s commitment to establishing a regulatory framework that promotes fairness, predictability and innovation while maintaining robust investor protections. The goal, he noted, is to move beyond ad hoc enforcement and offer a clear roadmap for market participants navigating the evolving crypto landscape. For more information, see this Cooley alert. The next Crypto Task Force Roundtable will be held on December 15 at SEC Headquarters.

ISS and Glass Lewis face antitrust probe and potential executive order

Proxy advisory firms are facing challenges directly from the White House and the Federal Trade Commission (FTC). The Trump administration is considering an executive order targeting proxy advisors, like ISS and Glass Lewis, that might include a broad ban on shareholder voting recommendations or a more limited prohibition on issuing recommendations for companies that also use the firms’ consulting services. The FTC’s probe, which is in the early stages, focuses on the firms’ competitive practices and how they advise clients on hot-button issues. For information about the FTC’s probe and the potential executive order, see this TheCorporateCounsel.net blog, this Wall Street Journal article (antitrust probe), this Wall Street Journal article (executive order) and this TheGovernanceBeat.com post.

Florida attorney general sues ISS and Glass Lewis

Florida Attorney General James Uthmeier filed an enforcement action against Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), alleging the world’s two largest proxy advisory firms misled Florida consumers, abused their dominance over the shareholder voting market, and weaponized their influence to impose an ideological agenda on American companies and Florida retirees. The complaint charges both firms with violating Florida’s consumer protection and antitrust laws by deceiving investors, coordinating their services and steering corporate governance in ways disconnected from financial performance. For more information, see this press release from the Florida attorney general’s office, the redacted complaint and this TheCorporateCounsel.net blog.

Ninth Circuit temporarily enjoins California SB 261

The US Court of Appeals for the Ninth Circuit issued a temporary injunction blocking enforcement of California Senate Bill 261. This decision follows an emergency application from several groups – including the US Chamber of Commerce – to the US Supreme Court seeking to halt enforcement of both SB 261 and SB 253 while the Ninth Circuit appeal proceeds. The Ninth Circuit previously indicated that it would not hear the appeal until early January – after the January 1, 2026, reporting deadline under SB 261. The injunction will remain in effect until either the Ninth Circuit rules on the merits of the appeal from the district court or the Supreme Court acts on the emergency application.

Under SB 261, companies are required to file their disclosures by January 1, 2026, and many have already made significant progress toward completing their reports. Given the uncertainty, we expect many companies will continue finalizing their reporting to be prepared in the event the stay is lifted and the original deadline is reinstated. At this time, the Ninth Circuit has allowed SB 253 to remain in effect. For more information, see this Cooley alert, this ESG Today article, this ESG Dive article, this Responsible Investor article and this Wall Street Journal article. For information on the emergency application filed with the Supreme Court, see this ESG Today article.

Note that the injunction was issued the same day as the California Air Resources Board’s third virtual workshop. See the slides presented at the CARB workshop.

Cooley’s SEC Annual Reporting Workshop Series kicks off

Cooley’s SEC Annual Reporting Workshop Series kicked off in December and continues through January 2026. Watch recordings of previous sessions and register for upcoming sessions below:

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