SEC proposes amendments to permit optional semiannual reporting

The Securities and Exchange Commission (SEC) announced proposed rule and form amendments that would give public companies the option of filing semiannual reports in lieu of quarterly reports to meet their interim reporting obligations under the federal securities laws. The SEC is seeking comments on the proposal through July 6, 2026. See the fact sheet and information on how to submit and view comments. See also this May 11 Cooley alert for more information and observations regarding potential implications of semiannual reporting. Also see statements from Chairman Paul Atkins, Commissioner Mark Uyeda and Commissioner Hester Peirce. For additional thoughts, see this TheGovernanceBeat.com blog post, this CFO Dive article, this CFO.com article and this TheCorporateCounsel.net blog post.

SEC proposes transformative public offering reforms and reporting requirement simplifications

On May 19, the SEC issued this press release announcing proposed amendments to its rules and forms governing registered offerings that are designed to increase efficiency, flexibility and cost savings for public companies while maintaining robust investor protections. It also announced proposed rule amendments to simplify its public company reporting framework and better calibrate disclosure obligations with a company’s size and maturity. Atkins issued this statement on the proposed rules, Uyeda issued this statement, and Peirce issued this statement.

SEC rescinds ‘gag rule’

The SEC issued this final rule, Rescission of Policy Regarding Denials in Settlements of Enforcement Actions, effective May 21, 2026. Per the SEC’s announcement, it rescinded a policy, codified in Rule 202.5(e) of its informal rules of procedures, which stated that the SEC will not settle an enforcement action in which a sanction is imposed unless the defendant or respondent also agrees not to publicly deny the allegations in the complaint or administrative order. The rescission recognizes that the effect on the public interest from such denials may be minimal, and that the policy itself may have created an incorrect impression that the SEC is trying to shield itself from criticism. In light of the rescission of Rule 202.5(e), the SEC will not enforce existing no-deny provisions that have already been entered. In the event of a breach of an existing no-deny provision, the SEC will take no action to ask a district court to vacate a settlement (or to reopen an adjudicatory proceeding) in connection with the terms of the settlement agreement. For more information, see this TheGovernanceBeat.com blog post, this TheCorporateCounsel.net blog post and this InvestmentNews article.

SEC order exempts FPI insiders in Australia, India and Singapore from Section 16(a) reporting requirements

Per this order, the SEC added three more “qualifying jurisdictions” and “qualifying regulations” to the six listed in its March 5 order exempting covered insiders from Section 16(a) if foreign laws already impose on them substantially similar requirements. The three additional qualifying jurisdictions are Australia, India and Singapore, and the three additional qualifying regulations are listed in the exemptive order. For more information, see this TheCorporateCounsel.net blog post.

Atkins calls for IPO modernization

In these remarks at Stanford Rock Center for Corporate Governance, Atkins requested submission of broad “ideas for modernizing IPOs overall, whether that means improving the SEC’s communication or other IPO-related rules, or identifying ways that the agency can remove roadblocks to non-traditional paths to going public. Beginning today, the SEC will accept written comments, and I encourage you to submit yours by July 27, though we will still consider comments received after that date. All ideas are most welcome. I have just one request—that you be bold and creative. And as you share your ideas, you have my word that we are listening.” For more information, see this TheGovernanceBeat.com blog post and this TheCorporateCounsel.net blog post.

Delaware General Assembly passes DGCL 2026 amendments

The Delaware General Assembly passed this year’s amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2026. See a summary of HB 353. The amendments address opt-out class votes (Section 242), clarifying the interplay between “opt-out” provisions and default voting rules and ensuring that Section 242(d) applies unless an opt-out expressly states otherwise; the registered agent role in a corporate dissolution (Section 275); and revival of the certificate of incorporation of a nonstock corporation if the certificate is forfeited or voided (Section 312). For more information, see this TheCorporateCounsel.net blog post.

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