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9.04.26
Corp Fin Adds Three CFIs on Shareholder Engagement and Schedule 13G Eligibility
On September 2, 2026, the staff of the Division of Corporation Finance published three new Corporation Finance Interpretations (CFIs) clarifying when a shareholder’s engagement with an issuer will not disqualify the shareholder from reporting beneficial ownership on the short-form Schedule 13G.
Blog Posts
8.24.26
SEC Announces 37% Decrease in Registration Fee Rates Effective October 1, 2026
On August 21, 2026, the SEC announced a decrease in the fees that public companies and other issuers will be required to pay to register their securities, from $138.10 per million dollars to $87.00 per million dollars, a 37 percent decrease. This new fee rate will be effective October 1, 2026, and is 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 Securities Exchange Act of 1934.
Alerts
8.17.26
SEC Ends No-Action Responses Under Rule 14a-8
On August 14, 2026, the Division of Corporation Finance (the Division) of the U.S. Securities and Exchange Commission (the SEC or Commission) announced that, effective immediately, it will discontinue responding to no-action requests under Exchange Act Rule 14a-8.
Case Studies
8.14.26
How Wilson Sonsini Helped Soleno Therapeutics Position Itself as an Attractive Acquisition Target
Soleno Therapeutics, a Neurocrine Biosciences company, focuses on the treatment of rare diseases by identifying, developing, and commercializing novel therapeutics. Its lead commercial program addresses Prader-Willi syndrome (PWS), which occurs in approximately one in every 15,000 live births. One of the common symptoms of PWS is hyperphagia, a chronic and life-threatening condition characterized by an intense, persistent sensation of hunger.
Alerts
7.30.26
Delaware Court of Chancery Issues First Decision Addressing Public Benefit Corporations
On July 29, 2026, Vice Chancellor Nathan Cook of the Delaware Court of Chancery issued a decision addressing, for the first time, the fiduciary duties of directors of a public benefit corporation (PBC)—including in a sale of control.1 Under the PBC form, the purpose of corporate decision-making is not merely to advance stockholder value—as is the ultimate purpose of decision-making for a traditional Delaware corporation—but instead to balance three sets of interests: a specific public benefit purpose chosen by the PBC, the best interests of those materially affected by the corporation’s conduct, and stockholders’ pecuniary interests.2 Delaware law first authorized the PBC form in 2013, and since that time, the form has grown in prominence, with many significant public and private companies operating as PBCs. Until this decision, however, there had not yet been direct case law guidance addressing PBCs. The decision, accordingly, is noteworthy for PBCs and companies considering adopting the PBC form.
Blog Posts
7.22.26
ISS Announces Launch of 2026 Annual Global Benchmark Policy Survey
ISS STOXX Governance (ISS) launched its 2026 Annual Global Benchmark Policy Survey, soliciting input on governance topics such as director tenure and independence, reincorporations, and the prospect of semiannual financial reporting, and, across all markets, is also soliciting views on slate board elections and climate-related disclosures. Responses are due by August 14, 2026, and will inform ISS's policy development for 2027 and beyond.
Blog Posts
7.21.26
SEC Proposes Regulation E-Delivery: What This Could Mean for Delivery of Your Proxy Materials
On July 16, 2026, the SEC proposed Regulation E-Delivery, a new framework that would permit issuers and market intermediaries to deliver required disclosures and reports electronically as the default method, without first obtaining a recipient's affirmative consent. The post summarizes the new framework and how issuer delivery of proxy materials could change.
Blog Posts
7.06.26
Updated SEC Rulemaking Agenda Published
On July 3, 2026, the Office of Information and Regulatory Affairs released its 2026 Regulatory Plan. Included in the release is a Statement of Regulatory Priorities for Fiscal Year 2026 from the SEC, along with a table of the SEC’s anticipated rulemaking activity through Fall 2026.
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.
Blog Posts
6.02.26
SEC Chairman Invites Comment on Modernizing the IPO Process
In remarks delivered on May 26, 2026, at the Stanford Rock Center for Corporate Governance, SEC Chairman Paul S. Atkins expressly invited public input on how the Commission should improve and modernize the IPO process. The remarks indicate that the Commission is prepared to consider whether long-standing rules governing offering communications, routes to the public markets, and disclosure obligations continue to serve capital formation efficiently in the current market environment. The SEC has provided an online form for submission of comments, and Chairman Atkins requested that any comments be submitted by July 27, 2026.
Blog Posts
6.01.26
SEC Proposes to Rescind Climate Disclosure Rules
On May 29, 2026, the U.S. Securities and Exchange Commission issued a proposal to rescind, in its entirety, the climate disclosure rules it adopted in March 2024. While the Commission’s proposal contemplates complete rescission of the climate disclosure rules, it also solicits comment on potential alternatives short of full rescission.