August 2026 One-Minute Reads

SEC proposes new e-delivery approach to make information more readily accessible and useful for investors

On July 16, the Securities and Exchange Commission (SEC) announced it proposed Regulation E-Delivery, a new rule that would expand the ability of issuers, broker-dealers, investment advisers and others to use electronic delivery to satisfy information delivery requirements under the federal securities laws. Regulation E-Delivery would make information more readily accessible and useful for investors and others while preserving the ability to receive delivery in paper format on request. Currently, required regulatory information typically is delivered in paper format unless the recipient affirmatively elects otherwise. The proposed e-delivery approach includes requirements and conditions under which required information could be delivered electronically without first obtaining affirmative consent. To facilitate the new e-delivery approach, the SEC proposes rescinding Rule 30e-3 under the Investment Company Act and amending current rules addressing dissemination of proxy and tender offer materials. See the proposed rule and the fact sheet, along with statements from Chairman Paul Atkins, Commissioner Mark Uyeda and Commissioner Hester Peirce. Comments may be submitted via the SEC’s online form. For more information, see this July 21 Cooley alert, this July 29 Cooley alert and this TheGovernanceBeat.com blog post and this TheGovernanceBeat.com blog post.

Corp Fin issues new CFIs

Corp Fin issued the following new corporation finance interpretations (CFIs) addressing beneficial ownership reporting, proxy rules, Regulation Crowdfunding and tender offer rules. For more information, see this TheCorporateCounsel.net blog post.

Exchange Act Sections 13(d) and 13(g)

Section 105. Rule 13d-3 – Determination of Beneficial Ownership

New Question 105.08 – Cash-based total return equity swap (TRS) generally does not result in beneficial ownership of reference securities or plan or scheme to evade reporting.

New Question 105.09 – When a TRS swap will result in beneficial ownership of reference securities.

New Question 105.10 – Mental state required for a “plan or scheme” to evade reporting & application to a TRS.

Section 110. Schedule 13D

New Question 110.09 – Disclosure of identity of investors in an entity filing a 13D.

New Question 110.10 – Reporting obligations for general partners of a 13D reporting person that is a general or limited partnership.

Proxy Rules and Schedules 14A/14C – Section 155. Item 4

New Question 155.02 – Status of investors in an entity conducting a proxy contest as “participants” in a solicitation.

Regulation Crowdfunding – Rule 202: Ongoing Reporting Requirements

New Question 202.02 – Calculation of record holders under Rule 202.

Tender Offer Rules and Schedules – Section 131. Regulation 14D

New Question 104.03 – Circumstances under which an issuer may use a widely disseminated press release to “publish, send, or give” the disclosure required by Rule 13e-4(d) to security holders.

New Question 131.04 – Circumstances under which a bidder may use a widely disseminated press release to “publish, send, or give” the disclosure required by Rule 14d-6 to security holders.

Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering - Section 260. Rule 506

New Question 260.40 – Extends the application of a March 2025 no-action letter to Rule 506(c) offerings of tokenized securities that use digital attestations to verify accredited investor status.

SEC chair addresses public company reforms and shareholder proposal process at Society for Corporate Governance conference

Atkins’ remarks at the Society for Corporate Governance’s annual conference in Nashville, Tennessee, focused on Regulation S-K reform and the Rule 14a-8 no-action letter process. On Regulation S-K, Atkins signaled support for a “materiality overlay” that would allow companies to omit line-item disclosures that are not material to their investors, advancing a shift toward a more principles-based disclosure regime. He cautioned, however, that such reform would be effective only if companies are willing to exercise that discretion, warning against the tendency to mirror peer disclosures without independent judgment. He put the responsibility squarely on companies: “The buck stops with you.” On the shareholder proposal process, Atkins reported that the 2026 proxy season – the first without Division staff participation in the Rule 14a-8 no-action letter process – proceeded without significant disruption, with proposal omission rates tracking closely to prior years and proposal-related litigation remaining a rare exception – and noting that “[he is] happy to report that the world did not end simply because the Commission staff stopped responding to no-action requests.” He showed no inclination to restore the staff’s prior role, calling it “tedious” and “evidently ineffectual” and signaled that Rule 14a-8 itself is under holistic review. For more information, see this TheGoveranceBeat.com post, this TheCorporateCounsel.net blog post, this Responsible Investor article, this TheCorporateCounsel.net blog post, this Governance Intelligence article and this Bloomberg Law article.

SEC releases 2026 Regulatory Agenda

Atkins’ statement and the statement of regulatory priorities regarding the release of the 2026 Regulatory Agenda highlight the agenda’s focus on crypto, capital formation and retail access to private markets. The agenda includes 36 items in the proposed rule stage and two in the pre-rule stage. It includes the following items for which proposals have already been put forward: semiannual reporting (proposing release May 7, 2026), enhancement of emerging growth company accommodations and simplification of filer status for reporting companies (proposing release May 21, 2026), registered offerings reform, previously known as Shelf Registration Modernization (proposing release May 26, 2026), and Rescission of Climate-Related Disclosure Rules (proposing release June 3, 2026).

The following are additional public company-focused items of interest and proposed release dates:

Rule 144 Safe Harbor (October 2026)

Foreign Private Issuer Eligibility Enhancements (October 2026)

Concept Release on Foreign Private Issuer Eligibility (June 2025)

Crypto Assets (July 2026) (on Office of Information and Regulatory Affairs (OIRA) dashboard since March 20, 2026)

Updating the Exempt Offering Pathways (October 2026)

Rationalization of Disclosure Practices (October 2026)

Shareholder Proposal Modernization (October 2026)

Executive Compensation Disclosure Reform (October 2026)

Amendments to Certain Proxy Rules (October 2026)

Electronic Delivery of Information Under the Federal Securities Laws (October 2026) (added to OIRA dashboard June 22, 2026)

For more information, see this TheGovernanceBeat.com post, this TheCorporateCounsel.net blog post and this CompensationStandards.com blog post.

SEC announces roundtable on preparations for 24-hour trading

The SEC announced it will host a roundtable on September 17, 2026, to discuss moving toward 24-hour trading in the US equity markets, including preparations to support overnight trading, operations and resiliency in a 24-hour market, and opportunities and challenges for expansion. The roundtable will be open to the public and held at the SEC’s headquarters at 100 F St. NE, Washington, DC (the number of in-person participants may be limited) and livestreamed on SEC.gov, with a recording available after the event. Information regarding the agenda, speakers and registration will be posted at a later date. Comments on 24-hour trading may be submitted via the SEC’s online form. For more information, see this TheCorporateCounsel.net blog post.

ISS launches annual global benchmark policy survey

ISS launched its annual policy survey (pdf version) to help inform its 2027 proxy season benchmark voting policies. ISS is seeking feedback on a range of topics, including board elections and director independence, shareholder rights, compensation, audit and auditor matters, and environmental and social topics, including several US-specific governance and compensation issues. Per this Responsible Investor article, this year the survey has added a question on whether companies exposed to significant nature-related risks should disclose on the topic. The survey is scheduled to close on August 14 at 5:00 pm ET. For more information, see this TheGovernanceBeat.com post, this TheCorporateCounsel.net blog post, this CompensationStandards.com blog post and this CompensationStandards.com blog post.

Nasdaq posts global trading hours and corporate halts FAQs

Nasdaq posted on its Global Trading Hours Hub these Nasdaq Global Trading Hours FAQs and these Corporate Action Mandatory Regulatory Halt Rules FAQs regarding Nasdaq’s planned transition to 23 hours a day, 5 days a week trading, currently expected to begin on Sunday, December 6, 2026, pending SIP readiness and applicable SEC rule changes. The contemplated schedule would run from Sunday evening through Friday evening, with a daily one-hour pause from 8:00 to 9:00 pm ET. For more information, see this The Governance Beat.com post and this TheCorporateCounsel.net blog post.

SEC approves and then stays Nasdaq’s continued listing requirement

The SEC approved Nasdaq’s proposal to establish a new continued listing requirement based on a minimum $5 million market value of listed securities. The rule is intended to address companies that continue trading despite extremely low aggregate market value and will operate alongside Nasdaq’s existing bid-price, equity and market-value standards. Following the approval, the SEC stayed the new listing standard’s implementation. For more information on the approval and the stay, see this TheCorporateCounsel.net blog post and this TheCorporateCounsel.net blog post.

Sizing equity plans for IPO

Per this CompensationStandards.com blog post, Pay Governance’s latest viewpoint discusses considerations for pre-IPO companies considering the size of their initial equity plan share pools. Key takeaways, informed by a review of 80 equity plans adopted by companies that went public in early 2026 and a comparison with Pay Governance’s 2022 findings, include:

• Share pool reserve: The median at-IPO reserve is 8.9% of fully diluted shares outstanding (FDSO), slightly above the 2022 median of 8.7%.
• Overhang at IPO: Median overhang is 15.1% of FDSO, a modest increase from the 2022 study (14.4%).
• Evergreen provisions: Automatic annual refresh provisions (i.e., evergreens) remain highly prevalent at IPO, appearing in 80% of plans reviewed, representing a slight increase from the 2022 study. The most common evergreen amount was 5% of common shares outstanding.
• Evergreen provisions: Automatic annual refresh provisions (i.e., evergreens) remain highly prevalent at IPO, appearing in 80% of plans reviewed, representing a slight increase from the 2022 study. The most common evergreen amount was 5% of common shares outstanding.

European Commission adopts revised European Sustainability Reporting Standards

On July 3, the European Commission announced it adopted revised European Sustainability Reporting Standards (ESRS) and a voluntary standard for smaller companies. The ESRS are the mandatory reporting standards for European Union companies subject to the EU Corporate Sustainability Reporting Directive (CSRD). The updates will affect US companies that fall within the CSRD’s scope through their EU subsidiaries and are required to file CSRD reports starting from fiscal year 2027. The revisions reduce mandatory datapoints by more than 60%, provide greater presentation and materiality flexibility, and are expected to reduce per-company reporting costs. The measures remain subject to scrutiny by the European Parliament and Council. For more information, see this July 21 Cooley alert and this TheGovernanceBeat.com post.