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6.15.26
Law360 Article: “7 Key Questions About SEC’s Faster Tender Offer Path”
Wilson Sonsini attorneys Rob Ishii, Doug Schnell, Remi Korenblit, Tamara Brightwell, and Michael Anthony authored a recent Law360 article titled "7 Key Questions About SEC’s Faster Tender Offer Path." The piece examines the recent order issued by the SEC to shorten the minimum offering period on certain equity tender offers. The authors walk through seven key questions covering eligibility requirements, timeline implications, private company applicability, and strategic considerations—noting that while the shortened period offers meaningful efficiency gains, parties must carefully weigh trade-offs, including reduced time for boards to consider topping proposals and potential sequencing issues with go-shop periods.
Alerts
6.05.26
SEC Proposes Significant Registered Offering Reforms to Increase Public Market Access
On May 19, 2026, the U.S. Securities and Exchange Commission (the SEC or Commission) announced proposed rule and form amendments that would substantially revise the framework for registered securities offerings by U.S. public companies. The proposal is intended to facilitate capital formation by broadening access to short-form registration, expanding offering communications flexibility, and reducing certain procedural burdens associated with registered offerings, while maintaining robust investor protections.
Alerts
6.05.26
SEC Proposes Streamlining Filer Status Framework and Broadening Availability of Scaled Disclosures
On May 19, 2026, the U.S. Securities and Exchange Commission (the SEC or Commission) announced proposed rule and form amendments that would streamline the existing filer status framework and extend many of today’s scaled disclosure requirements and accommodations to a significantly larger portion of reporting companies. The proposal is intended to better align disclosure and compliance obligations with issuer size and maturity while preserving core investor protections. The Commission estimates that approximately 81 percent of reporting companies would qualify for scaled disclosure under the proposal, although large accelerated filers would continue to represent the majority of the U.S. equity market capitalization.
Alerts
5.13.26
SEC Proposes Optional Semiannual Reporting Framework
On May 5, 2026, the U.S. Securities and Exchange Commission (the SEC or Commission) issued proposed rule and form amendments that would, if adopted as proposed, allow public companies to file a semiannual report on new Form 10-S in lieu of three quarterly reports on Form 10-Q each fiscal year. The proposal would amend Rules 13a-13 and 15d-13 of the Securities Exchange Act of 1934 (the Exchange Act) and make a series of conforming amendments across SEC rules and forms to enable existing public companies and companies going public to elect semiannual reporting.
Alerts
4.21.26
SEC Permits Accelerated Offering Period for Certain Tender Offers
On April 16, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission, acting under delegated authority, issued an Exemptive Order (the Order) providing flexibility to shorten the minimum offering period for certain types of equity tender offers from 20 business days to 10 business days. The Order is intended to reflect technological advancements and address market inefficiencies in eligible transactions. The shortened offering period has the potential to compress sign-to-close timelines for well-organized friendly deals, and to accelerate the closing of some self-tender offers by public and private companies.
Alerts
3.10.26
SEC Issues Exemptive Order for Section 16 Reports by Directors and Officers of Certain FPIs; Staff Issues New Guidance
On March 5, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) issued an exemptive order relieving directors and officers of certain foreign private issuers (FPIs) from the Section 16(a) reporting requirements of the Securities Exchange Act of 1934 (Exchange Act). This relief applies to directors and officers filing reports under certain qualifying regulations in the jurisdictions identified in the order, subject to specific conditions.
Alerts
3.03.26
Reporting Season Alert: Five Key Considerations for Proxy Season
With the 2026 proxy season upon us, companies are finalizing annual meeting materials against a backdrop of shifting investor priorities, evolving engagement dynamics, and regulatory uncertainty. This alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2026 annual meetings.1 Below are five key considerations as you finalize preparations.
Alerts
3.02.26
SEC Adopts Final Rules Under the Holding Foreign Insiders Accountable Act
On February 27, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) announced that it adopted final rule and form amendments implementing the Holding Foreign Insiders Accountable Act (the HFIA Act). The HFIA Act, enacted on December 18, 2025,1 marks a significant change in the U.S. disclosure framework for foreign private issuers (FPIs)2 and—most directly—to their directors and officers.3
Client Highlights
2.05.26
Wilson Sonsini Advises SpyGlass Pharma on $150 Million IPO
On February 5, 2026, SpyGlass Pharma, Inc., a late-stage biopharmaceutical company, announced the pricing of its initial public offering of 9,375,000 shares of its common stock at a public offering price of $16.00 per share. The aggregate gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by SpyGlass Pharma, are expected to be approximately $150 million. Wilson Sonsini Goodrich & Rosati advised SpyGlass Pharma on the transaction.
SpyGlass Pharma has granted the underwriters a 30-day option to purchase up to an additional 1,406,250 shares of common stock at the initial public offering price, less underwriting discounts and commissions. All shares of common stock are being offered by SpyGlass Pharma. SpyGlass Pharma’s common stock is expected to begin trading on the Nasdaq Global Select Market on February 6, 2026, under the ticker symbol “SGP.” The offering is expected to close on February 9, 2026, subject to the satisfaction of customary closing conditions.
The Wilson Sonsini team that advised SpyGlass Pharma includes:
SpyGlass Pharma has granted the underwriters a 30-day option to purchase up to an additional 1,406,250 shares of common stock at the initial public offering price, less underwriting discounts and commissions. All shares of common stock are being offered by SpyGlass Pharma. SpyGlass Pharma’s common stock is expected to begin trading on the Nasdaq Global Select Market on February 6, 2026, under the ticker symbol “SGP.” The offering is expected to close on February 9, 2026, subject to the satisfaction of customary closing conditions.
The Wilson Sonsini team that advised SpyGlass Pharma includes:
Alerts
12.23.25
Foreign Private Issuer Insiders to Be Subject to Section 16(a) Reporting
On December 18, 2025, President Donald J. Trump signed the Fiscal Year 2026 National Defense Authorization Act (NDAA), which includes Section 8103, known as the “Holding Foreign Insiders Accountable Act.” The legislation represents a significant change for foreign private issuers (FPIs) listed in the United States. Section 8103 imposes insider reporting obligations under Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) on directors and officers of FPIs, a requirement from which they have historically been exempt.
Alerts
12.03.25
ISS Releases 2026 Benchmark Policy Updates
On November 25, 2025, ISS Governance announced the release of its 2026 Benchmark Policy Updates, which will apply to shareholder meetings on or after February 1, 2026. Set forth below are key changes for U.S. companies. The full 2026 Benchmark Policy document and updated FAQs, which often provide additional details regarding the policy changes, are expected to be published and available on ISS’s website by mid-December.