October 2026 One-Minute Reads

SEC proposes to rescind Rule 14a-8, amend Rule 14a-4 and modernize proxy solicitation

The Securities and Exchange Commission (SEC) announced that it proposes to rescind Exchange Act Rule 14a-8 and leave determinations about the role of shareholder proposals to state law and company governing documents. The SEC also proposes to amend Exchange Act Rule 14a-4 to expand the circumstances under which a company may exercise, with respect to proxies it receives, discretionary voting authority on proposals that will be presented at a shareholder meeting but not included in the company’s proxy materials. The SEC also is proposing amendments to modernize certain rules related to proxy solicitations, which would, among other things, eliminate the requirement that registrants deliver an annual report to security holders, eliminate the delivery deadline when documents are incorporated by reference into a proxy statement, eliminate the requirement to file soliciting material regarding certain exempt solicitations and shorten the minimum broker search period for proxy solicitations. For more information, see this September 17 Cooley alert, this Rescission of Rule 14a-8 and Amendments to Rule 14a-4(c) fact sheet, this Modernization of Proxy Solicitation Rules fact sheet, this statement from Chairman Paul Atkins, this statement from Commissioner Mark Uyeda, and this statement from Commissioner Hester Peirce.

Corp Fin updates CFIs on compensatory awards

Corp Fin issued six new and two revised corporation finance interpretations (CFIs). With the exception of one CFI addressing the timing of Form 4 filings for transactions on a foreign stock exchange, the CFIs cover topics related to Form S-8 and Rule 701. Following is the list and a brief summary of each new or revised CFI:

Securities Act Rules

Section 240. Rule 457 – Computation of Fee

New Question 240.19 – Addresses use of Rule 457(o) for offerings of defined contribution plan securities

Section 271. Rule 701 – Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit Plans and Contracts Relating to Compensation

New Question 271.28 – Addresses the use of Form S-8 to register shares to be issued upon vesting of restricted stock awards and the securities underlying outstanding stock options and RSUs granted prior to the time the issuer became an Exchange Act reporting company.

New Question 271.29 – Addresses an acquiring company’s ability to rely on Rule 701 for restricted stock and the securities underlying stock options and RSUs held by employees terminated prior to the acquisition.

Securities Act Forms

Section 126. Form S-8

Revised Question 126.14 – Addresses an acquiring company’s ability to register on Form S-8 shares of the acquiror that are associated with the compensatory awards held by former employees of the target and assumed by the acquiror.

Revised Question 126.19 – Addresses the contributions under a 401(k) plan that would require the issuer to pay a registration fee in situations where Securities Act registration is required.

New Question 126.46 – Addresses an issuer’s ability to apply the filing fees associated with the securities underlying the forfeited RSUs to future registrations of offers and sales of securities underlying the RSUs.

New Question 126.47 – Addresses an issuer’s ability to register common stock issued upon settlement of RSUs by the date of vesting instead of the date of the grant.

Exchange Act Section 16 and related rules and forms

Section 135. Form 4

New Question 135.05 – Addresses the Form 4 filing deadline for transactions effected on a foreign securities exchange.

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

Corp Fin issues new CFIs addressing fee offsets and Form S-1 incorporation by reference

The SEC’s Division of Corporation Finance (Corp Fin) issued the following new corporation finance interpretations (CFIs). New Securities Act Rule CFI 240.18 addresses the use of registration fee offsets. Four new Form S-1 CFIs clarify when an issuer may begin using historical or forward incorporation by reference, the eligibility conditions for smaller reporting companies, the documents that must be incorporated, and the need to ensure the prospectus contains all required Form S-1 disclosure.

• Securities Act Rules: Section 240. Rule 457 – Computation of Fee
  • New Question 240.18  
• Securities Act Forms:Section 113. Form S-1
  • New Question 113.09
  • New Question 113.10
  • New Question 113.11
  • New Question 113.12

For more information, see this Cooley CapitalXchange article, this TheCorporateCounsel.net blog post and this TheCorporateCounsel.net blog post.

Corp Fin issues new beneficial ownership reporting CFIs

Corp Fin issued the following CFIs addressing Schedule 13G eligibility during shareholder engagement. The guidance states that participation in an issuer-initiated discussion, discussions with a person engaged in a proxy solicitation, or requests to clarify an issuer’s public disclosures will not, by themselves, disqualify a shareholder from reporting on Schedule 13G. Eligibility remains a facts-and-circumstances determination.

• Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting: Section 103. Rule 13d-1 – Filing of Schedules 13D and 13G
  • New Question 103.13
  • New Question 103.14
  • New Question 103.15

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

Corp Fin updates CFIs with cleanup revisions and withdrawals

Corp Fin also updated a slew of CFIs, including seven revised CFIs and the withdrawal of 26 CFIs across a wide range of topics. The revised CFIs update references to rules that have changed since they were first issued, and the withdrawn CFIs focus on outdated guidance relating to repealed or superseded rules or transition arrangements for rules that have long since been implemented.

SEC roundtable addresses expansion of 24-hour trading

The SEC’s September 17 roundtable focused on the steps needed to support longer trading hours in US equities. Discussion covered investor demand, best execution, market data and self-regulatory organization (SRO) rules, as well as whether exchanges, brokers, market makers, clearing organizations and vendors can maintain surveillance, cybersecurity, staffing and operational resiliency across near-continuous sessions. The prevailing view was that current practices, such as releasing earnings after regular market hours, are unlikely to change. One panelist noted, however, that issuers may reconsider after-market disclosures if they cause unwanted overnight volatility. Large institutional investors and asset managers indicated they may initially sit out overnight trading, which they expect to be driven primarily by retail and foreign investors, with institutional activity more event-driven or reactive. Speakers also noted that near-continuous trading is already a reality. Some foreign markets and crypto-exchanges operate continuously or nearly continuously, while US-listed equities trade during pre- and post-market hours on US exchanges and overnight on National Market System (NMS) stock alternative trading systems (ATSs) – including Bruce, MOON and Blue Ocean. Overnight trading on ATSs has been in place since 2021. For more information, see Atkins’ remarks, Peirce’s remarks, Uyeda’s remarks, Trading and Markets Director Jamie Selway’s remarks, this TheGovernanceBeat.com blog post and this TheCorporateCounsel.net blog post.

SEC issues conditional innovation exemption for tokenized NMS stock

The SEC issued an order granting temporary, conditional exemptive relief to tokenized securities venues (TSVs) from the definition of “exchange” under the Securities Exchange Act of 1934 (Exchange Act), allowing them to trade tokenized NMS stock using innovative permissioned automated market makers and liquidity pools (together, AMM Liquidity Pools). TSVs bring together buyers and sellers of tokenized NMS stock by providing one or more AMM Liquidity Pool(s) for permissioned participants to interact and agree to terms of a trade and setting standards for persons to access trading on such AMM Liquidity Pool(s). In addition, the order also temporarily grants a conditional exemption from the Exchange Act’s definition of “dealer” to liquidity providers in TSV-operated AMM Liquidity Pools that supply liquidity in the form of tokenized NMS stock using proprietary capital and may also be engaged in additional activities indicative of dealing activity, such as quoting pricing to customers or entering into agreements to provide committed capital. For more information, see this TheGovernanceBeat.com blog post, this TheGovernanceBeat.com blog post, Peirce’s statement, Uyeda’s statement, this Bloomberg Law article and this TheCorporateCounsel.net blog post.

SEC publishes data showing stronger 2026 IPO activity

The SEC’s Division of Economic and Risk Analysis (DERA) published updated statistics and data visualizations covering key segments of the US capital markets, including a notable increase in the number of initial public offerings (IPOs) and follow-on registered offerings. In the first half of 2026, IPO and follow-on offering activity showed year-over-year growth:

• IPOs: There were 208 IPOs raising $137 billion+ in the first half of 2026, compared with 180 IPOs raising more than $27 billion in the first half of 2025. This represents an approximate 16% increase in the number of IPOs and nearly 400% increase in proceeds raised.
• Follow-on offerings: There were 557 follow-on registered offerings raising $111 billion+ in the first half of 2026, compared with 505 offerings raising nearly $84 billion in the first half of 2025. This represents an approximate 10% increase in the number of offerings and a 33% increase in proceeds raised.

These and other statistics can be found on the SEC’s public statistics and data visualizations web page. For more information, see this TheCorporateCounsel.net blog post.

ISS challenges SEC demand for client voting information

The SEC announced it filed an action seeking to compel ISS to comply with an administrative subpoena issued in connection with an examination and investigation. The SEC says it requested data concerning ISS’s proxy recommendations and votes to assess compliance with the federal securities laws, but ISS has not produced all requested materials. For more information, see this TheCorporateCounsel.net blog post, this ESGDive article, this Yahoo!finance article, this TheCorporateCounsel.net blog post and this Law360 article.

ISS subsequently announced it filed an opposition in federal court to the SEC’s effort to enforce the investigative subpoena, described by ISS as millions of data points, together with related records. ISS argues that the demand lacks a legitimate investigative basis, burdens its First Amendment rights and risks disclosure of confidential client information. The dispute could affect proxy adviser oversight, institutional investor confidentiality and the handling of voting data. The SEC first requested anonymized voting data in February and later sought four years of records through a subpoena. For more information, see this Responsible Investor article and this TheCorporateCounsel.net blog post.