September 2026 One-Minute Reads

Corp Fin discontinues Rule 14a-8 no-action responses

The Securities and Exchange Commission’s Division of Corporation Finance issued a statement that it will discontinue responding to Rule 14a-8 no-action requests entirely, including those seeking to exclude a proposal under Rule 14a-8(i)(1), extending and expanding the no-response practice the division adopted for the 2025 – 2026 proxy season. It also will no longer respond to notices filed under Rule 14a-8(j) with a letter indicating that it will not object if a company omits a proposal from its proxy materials. The division stated the change is intended to focus its resources on statutorily required Securities Act of 1933 and Securities Exchange Act of 1934 filing reviews, given the extensive existing guidance available to companies and proponents. Companies and their counsel must now make their own reasoned judgment on exclusion bases without the benefit of a staff no-action letter. For more information, see this TheGovernanceBeat.com blog post and this TheCorporateCounsel.net blog post. For information on this Shareholder Rights Group rulemaking petition, see this TheCorporateCounsel.net blog post and this Responsible Investor article discussing investors’ concerns over SEC abdication of the no-action process.

SEC lowers registration fee rate for fiscal year 2027

The SEC announced that the fees public companies and other issuers pay to register their securities with the commission will decrease from $138.10 per million dollars to $87 per million dollars, effective October 1, 2026 – a roughly 37% reduction and the second consecutive annual decrease. The new fee rate will be applicable to the registration of securities under Section 6(b) of the Securities Act of 1933, the repurchase of securities under Section 13(e) of the Securities Exchange Act of 1934, and proxy solicitations and specified tender offers under Section 14(g) of the Exchange Act.

SEC establishes Financial Reporting and Accounting Unit

The SEC announced a new Financial Reporting and Accounting Unit within the Division of Enforcement, dedicated to pursuing accounting and financial reporting fraud and other accounting and auditing misconduct. The unit, staffed by attorneys and accountants, will be led by Timothy Zimmerman, a senior advisor to Enforcement Director David Woodcock since May 2026 and former deputy general counsel at an accounting and professional services firm. Woodcock, who previously chaired the division’s Financial Reporting and Audit Task Force, described the unit as expanding on the division’s historical efforts against accounting and auditing misconduct.

SEC’s EDGAR office reminds filers of annual confirmation

The SEC’s EDGAR Business Office reminded filers that annual confirmation – a housekeeping requirement introduced under EDGAR Next – is due by the end of the filer’s selected confirmation quarter (March 31, June 30, September 30 or December 31). Section 16 insiders and companies must confirm annually that their EDGAR dashboard’s authorized users and information are accurate. Failure to do so within a three-month grace period results in account deactivation and the need to reapply for EDGAR access via a new Form ID. For more information, see this TheGovernanceBeat.com blog post and this TheCorporateCounsel.net blog post.

Glass Lewis sends advisory approach update

Per this TheCorporateCounsel.net blog post, Glass Lewis sent this message to clients outlining a proposed new approach for a multi-perspective framework, as well as describing a comment period on the proposed new approach. Last October, Glass Lewis announced plans to change the firm’s approach to delivering advisory services, contemplating a move away from singularly focused research and vote recommendations based on a global voting policy toward providing multiple perspectives that reflect the viewpoints of clients. Beginning in September 2027, clients can choose to receive research that provides analysis and policy outcomes across one or more of the following perspectives:

1. Business fundamentals – Takes a flexible view of governance standards when boards and management teams have demonstrated a strong record of generating shareholder returns.
2. Foundational governance – Treats core governance standards as essential to safeguard long-term shareholder value.
3. Global stewardship – Pairs core governance standards with rigorous oversight of financially material sustainability risks to protect long-term shareholder value.
4. Sustainability focused – Pairs core governance standards with rigorous oversight of sustainability risks that are or could become financially material over extended time horizons and across portfolios. Recognizes that asset owners have a fiduciary interest in the stability and integrity of the markets in which they invest.

The message indicates that clients will receive a consultation paper and survey questionnaire, along with a comparison paper on the four perspectives. Clients will have the opportunity to participate in a comment period beginning next month. Glass Lewis notes that it will continue to provide its Benchmark Voting Policy Guidelines for the 2027 proxy season. The firm also notes that it will make limited changes to these guidelines, only integrating significant regulatory and corporate governance developments from 2026. Glass Lewis anticipates publishing these guidelines for major markets in early October 2026. For more information see this TheGovernanceBeat.com blog post.

House introduces Multi-Class Stock Company Voting Transparency Act

A House bill was introduced that would require enhanced disclosure of voting results at companies with multi-class structures. Current SEC rules require that all public companies disclose the aggregate vote tallies for each shareholder proposal and whether each proposal passed or failed. The Multi-Class Stock Company Voting Transparency Act directs the SEC to conduct a rulemaking to require that multi-class companies also disclose the total number of votes cast for, against or withheld by Class A shareholders and Class B shareholders on each proposal, alongside other required disclosure information, not just the aggregate results currently required by Item 5.07 of Form 8-K.

Per the bill:

Section 14 of the Securities Exchange Act of 1934 (15 USC 78n) is amended by adding at the end the following: ‘‘(l) SHAREHOLDER VOTING RESULTS DISCLOSURE REQUIREMENT FOR ISSUERS WITH MULTI-CLASS SHARE STRUCTURES.—The Commission shall, by rule, require that an issuer with 2 or more classes of voting securities, with respect to each meeting during which the shareholders of the issuer vote as one class, disclose to such shareholders the following with respect to such vote: ‘‘(1) The total number of votes cast for, against, or withheld, disaggregated by class of voting security held. ‘‘(2) The total number of abstentions and broker non-votes, disaggregated by class of voting security held.’’

FinCEN finalizes end of CTA beneficial ownership reporting for US companies

FinCEN announced that it has issued a final rule that permanently removes the requirement for US companies and US persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act (CTA). The final rule became effective upon publication in the Federal Register on August 14, 2026. Last year, FinCEN issued an interim rule that removed these requirements; this final rule makes the interim rule’s changes permanent. FinCEN also confirmed that it will delete from its database information previously reported by US persons. Foreign entities registered to do business in the US remain subject to beneficial ownership information reporting, but only for their non-US-person beneficial owners. Other customer identification and due diligence requirements for financial institutions are not affected by these changes to the CTA, including the requirement that certain covered financial institutions obtain beneficial ownership information for their legal entity customers. For more information, see this TheCorporateCounsel.net blog post and this article from The Washington Post.

NYSE proposes extending internal audit transition period to five years

The SEC issued notice of a New York Stock Exchange-proposed rule change to amend Sections 303A.00 and 303A.07 of the NYSE Listed Company Manual to extend, from one year to five years, the transition period within which a company listing in connection with an IPO, carve-out or spinoff must establish an internal audit function. NYSE explained that newly public companies often face competing demands in their first year that make building an effective internal audit function difficult, and noted that Sarbanes-Oxley Section 404 assessments/attestations, CEO/chief financial officer (CFO) certifications, and the audit committee’s annual review of the independent auditor’s quality control procedures will continue to provide investor protection during the extended transition period. Nasdaq does not require listed companies to maintain an internal audit function. For more information, see this TheGovernanceBeat.com blog post and this TheCorporateCounsel.net blog post.

Investment firm to pay record $250 million penalty for serial violations of federal premerger review law

The Justice Department announced it filed a proposed settlement requiring the investment firm to pay a civil penalty of $250 million to resolve allegations that it repeatedly flouted the premerger antitrust review process. The complaint alleged the firm evaded antitrust scrutiny for at least 16 separate transactions by failing to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The HSR Act requires parties to a merger, acquisition or other transaction above a certain size to submit a premerger filing to the Department of Justice’s Antitrust Division and the Federal Trade Commission to facilitate the agencies’ enforcement of Section 7 of the Clayton Act, which prohibits mergers and acquisitions that threaten to harm competition. The complaint alleged that in 2021 – 2022, the firm failed to make complete and accurate premerger filings for at least 16 transactions. Specifically, the firm violated the HSR Act by altering documents in HSR filings for at least eight of those transactions, failing to make any HSR filing for at least two of those transactions, and systematically omitting required documents in HSR filings for at least 10 of those transactions. The HSR Act authorizes civil penalties for violations of the act at more than $50,000 per day per violation. The proposed $250 million penalty is the largest civil penalty ever assessed for violating the HSR Act. See the Proposed Final Judgment, the Stipulation and Order, and the Explanation of Procedures.

Cooley and Berkeley Center for Law and Business present 2026 Berkeley Fall Forum on Corporate Governance

The 11th Annual Berkeley Forum on Corporate Governance, co-presented by Cooley and the Berkeley Center for Law and Business, will be held on October 13 – 14, 2026. The annual conference convenes judges, regulators, general counsel and scholars on topics spanning controlling shareholders after SB 21, geopolitical dealmaking and AI governance, anchored by a session with three members of the Delaware Court of Chancery. See the conference schedule for the Cooley panelists and their topics.