May 2026 One-Minute Reads

SEC releases enforcement results for FY 2025

The Securities and Exchange Commission (SEC) announced enforcement results for its fiscal year ended September 30, 2025, and this addendum of FY 2025 enforcement statistics. During FY 2025, the SEC filed 456 enforcement actions, including 303 stand-alone actions and 69 follow-on administrative proceedings, and obtained orders for monetary relief totaling $17.9 billion – $10.8 billion in disgorgement of ill-gotten gains and prejudgment interest and $7.2 billion in civil penalties. For discussion regarding the press release’s critical commentary on prior enforcement, see this TheCorporateCounsel.net blog post and this Law360 article.

SEC appoints new director for Division of Enforcement

The SEC announced the appointment of David Woodcock as director of the Division of Enforcement, effective May 4, 2026. Woodcock was previously a partner in the Dallas and Washington, DC, offices of Gibson, Dunn & Crutcher, where he served as chair of the firm’s securities enforcement practice group. Sam Waldon served as acting director of the Enforcement Division until May 4. For more information on Woodcock’s experience, see this Law360 article and this TheCorporateCounsel.net blog post.

SEC further extends Section 16 reporting deadline for foreign insiders affected by conflict in Iran

The staff of the Division of Corporation Finance issued this no-action letter that effectively extends (to May 29) the date by which officers and directors of foreign private issuers (FPIs) must file Section 16(a) reports under the Holding Foreign Insiders Accountable Act (HFIAA), if the FPI is headquartered or organized in a jurisdiction in the geographical region directly affected by the military conflict in Iran and can represent that its ability to comply with the HFIAA’s March 18 deadline has been materially affected by direct effects of the conflict. The staff previously issued this no-action letter extending the deadline to April 20, 2026. For more information, see this TheCorporateCounsel.net blog post and this TheGovernanceBeat.com post.

SEC receives 100+ Regulation S-K comment letters

In January, SEC Chairman Paul Atkins issued this statement on reforming Reg S-K and solicited public comments. So far, the SEC has received more than 100 comment letters – including a comment letter from Cooley. For more on Cooley’s comment letter, see Cooley’s CapitalXchange post, and for more information generally on the S-K comment letters, see this TheGovernanceBeat.com post and this TheCorporateCounsel.net blog post.

Shareholder uses Rule 14a-4 for multiple proposals

Communications Workers of America (CWA) announced it is independently soliciting votes on five shareholder proposals seeking governance reforms at Nexstar Media Group. CWA is relying on Rule 14a-4(c)(2). This approach was taken two years ago by the AFL-CIO and United Mine Workers of America at Warrior Met Coal to bypass the one proposal limit of Rule 14a-8. For more information, see this TheCorporateCounsel.net blog post.

Institutional investors update proxy voting guidelines for 2026

Recently, these institutional investors – and the Council of Institutional Investors – updated their voting policies:

• CalPERS 2026 Proxy Voting Guidelines – CalPERS posted its April 2026 Proxy Voting Guidelines and April 2026 Executive Compensation Analysis Framework. For insights on the new framework and guidelines, see this TheGovernanceBeat.com post, this CompensationStandards.com blog post and this TheCorporateCounsel.net blog post.
• T. Rowe Price 2026 Proxy Voting Guidelines – T. Rowe Price announced Proxy Voting Guidelines for 2026 and posted its first Pre-Annual General Meeting Season Review that addresses the policy updates and shares T. Rowe’s perspectives on other key proxy-season topics. For information on the updates, see this TheCorporateCounsel.net blog post.
• State Street 2026 Voting and Engagement Policy – State Street Investment Management (SSIM) posted its updated Global Proxy Voting and Engagement Policy (redline here). The summary of material changes notes the inclusion of US-specific engagement guidelines, the systematic embedding of financial performance – based on a relative total shareholder return (TSR) metric – into certain voting policies, and the adoption of a streamlined framework for consideration of shareholder proposals. For more information, see this CompensationStandards.com blog post and this TheCorporateCounsel.net blog post.
• CII Updated Policies on Corporate Governance – The Council of Institutional Investors (CII) updated its corporate governance policies. See this TheCorporateCounsel.net blog post for a discussion on this year’s substantive addition.

ICCR creates exempt solicitation resources

The Interfaith Center on Corporate Responsibility (ICCR) created this webpage in response to the SEC’s decision to limit the use of EDGAR by investors filing Notices of Exempt Solicitations, where the investor’s holdings in the company soliciting votes for its annual meeting are less than $5 million. ICCR members and allies may request that ICCR post exempt solicitations or proxy memos presenting their case in support of shareholder resolutions they have sponsored, their exempt solicitations regarding board votes or opposition to certain management resolutions. ICCR also published this resource to track what it believes are “opportunistic” decisions to exclude shareholder proposals. For more information, see this TheCorporateCounsel.net blog post and this TheCorporateCounsel.net blog post.

Nasdaq proposal extends trading hours for NMS stocks to 23 hours a day, five days a week

The SEC approved Nasdaq’s proposal to extend trading hours from 16 to 23 hours per day, five days a week. Trading will be split into a day session (4:00 am – 8:00 pm ET) and a night session (9:00 pm – 4:00 am ET), with a one hour pause each evening, from 8:00 – 9:00 pm ET, for maintenance and processing corporate actions. The expanded hours will apply to all National Market System (NMS) stocks, with markets remaining closed on weekends except for a Sunday night opening. For more information, see this TheCorporateCounsel.net blog. Per Nasdaq’s April 23, 2026, earnings release, Nasdaq plans to go live with the 23 hours per day, five days a week trading on December 6, 2026.

Nasdaq increases initial listing requirements for SPACs

The SEC posted notice and immediate effectiveness of a Nasdaq proposal that increases special purpose acquisition company (SPAC) initial listing requirements. Historically, acquisition companies chose to list on the Nasdaq Capital Market instead of the Nasdaq Global Market, in part, because it had lower fees and lower initial distribution requirements. More recently, certain acquisition companies have sought to list on the Nasdaq Global Market. Based on Nasdaq’s experience listing acquisition companies on the Global and Capital Market tiers, Nasdaq proposes to modify Listing Rules 5405 and 5505 to increase the listing requirements for acquisition companies. For details on the new requirements, see this CapitalXchange blog post and this TheCorporateCounsel.net blog post.

NYSE rule change enables trading of securities in tokenized form

The SEC posted this notice of filing and immediate effectiveness of a proposed New York Stock Exchange (NYSE) rule change to enable trading of securities on the exchange in tokenized form during the pendency of the DTC tokenization pilot program. The pilot program received no-action relief in December, and the SEC approved a corresponding Nasdaq proposal in March. For information on the rule change, see this TheCorporateCounsel.net blog post.

Executive order addresses DEI discrimination by federal contractors

President Donald Trump issued this executive order prohibiting racially discriminatory “diversity, equity, and inclusion” (DEI) practices by federal contractors and their subcontractors(see this fact sheet). The EO directs executive departments and agencies to insert a clause in federal contracts and subcontracts requiring these partners to agree they will “not engage in any racially discriminatory DEI activities,” or they risk the cancellation of their contracts. The order additionally directs several agency leaders, including the chair of the US Equal Employment Opportunity Commission, to identify economic sectors that present a “particular risk” of entities engaging in racially discriminatory DEI practices and provide further guidance for contracting agencies to ensure compliance. Departments and agencies had until April 25 to include this clause in their contracts, and agency leaders have until July 24 to review their agency’s implementation of the order and ensure compliance. For more information, see this Cooley alert and this ESG Dive article.

SEC issues equity tender offer exemptive order

The SEC’s Office of Mergers and Acquisitions issued this exemptive order providing issuers and, in some cases, third-party bidders with the flexibility to shorten the time period during which tender offers for equity securities must be open, from 20 to 10 business days. To take advantage of the shorter tender offer period, the tender offer must satisfy several conditions, which vary depending on whether the target is a reporting or a nonreporting company. For information, see this Cooley alert, this Cooley M&A blog post, this TheGovernanceBeat.com post and this TheCorporateCounsel.net blog post.