United States: Shareholders

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Words And Actions – SEC Chairs' Role In Public Disclosure Reform

The first of Atkins' three pillars is to "simplify and scale the SEC's disclosure requirements to reduce the costs of preparing SEC filings and, at the same time, make them more comprehensible."

United States Commercial

CW

Cadwalader, Wickersham & Taft LLP

The False Promise Of Growth Through Acquisition

Interest rates be damned: mergers and acquisitions are back in vogue as executives chase shareholder value. But while the logic of buying growth seems simple, most deals destroy value instead of creating it.

United States Commercial

AM

Alvarez & Marsal

On 11 December 2025, President Trump issued a long-awaited executive order (EO) entitled "Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.

United States Commercial

KG

K&L Gates LLP

Is It Time To Convert Your S Corporation Into A C Corporation?

Many businesses start as S corporations because of their pass-through taxation and relative simplicity. However, as a company grows—adding investors, scaling operations, expanding ownership...

United States Commercial

SF

Stephenson Fournier

SEC Staff Reverses Position On Voluntary Notices Of Exempt Solicitation

United States Commercial

GP

Goodwin Procter LLP

Revitalizing U.S. Capital Markets: The Case For State-Led Reform

United States Commercial

FL

Foley & Lardner

Hindsight Isn't Fraud: The Commercial Division's Latest Word On Release Enforcement

United States Commercial

FF

Farrell Fritz, P.C.

SEC Steps Back From The Shareholder Proposal Game

United States Commercial

SR

McDermott Will & Schulte

SEC Staff Updates Key Compliance And Disclosure Interpretations Affecting Deal Structuring, Activism, And Tender Offers

United States Commercial

GP

Goodwin Procter LLP

Treasury Issues Transition Guidance For Taxpayers With One-month Deferral Elections

United States Tax

SR

McDermott Will & Schulte

SEC Updates Proxy Rules And Schedules C&DIs

United States Commercial

JW

Jones Walker

Illinois Appellate Court Clarifies Statute Of Limitations, Adverse Domination, And Res Judicata In Business Litigation

United States Commercial

PL

Patterson Law Firm

Preparing For The 2026 Annual Reporting And Proxy Season

United States Commercial

AO

A&O Shearman

Preparing For The 2026 Public Company Reporting Season

United States Commercial

PC

Perkins Coie LLP

Back To School 2025: Title IX Updates And How ADR Can Help Universities Resolve Disputes (Podcast)

United States Litigation

J

JAMS

401(k) And IRA Contribution Limits For 2026: Retirement Savings, Adjustments For Inflation, And SECURE 2.0 Changes American Taxpayers Must Know About

United States Tax

RS

Rotfleisch & Samulovitch P.C.

Federal Circuit: Priority Document That 'Broadly Outlines' Possible Structures Fails To Provide Adequate Written Description Support For Subgenus Of Linkers In Antibody-Drug Conjugate

United States IP

AG

Akin Gump Strauss Hauer & Feld LLP

The Trump Gold Card And Proposed Trump Platinum Card: Legal, Practical, Tax, And Economic Considerations For High-Net-Worth Immigrants

United States Immigration

Gs

Green and Spiegel

How I Learned To Love Mediator's Proposals - Why Modern Mediation Sometimes Calls For A Guiding Hand

United States Litigation

J

JAMS

Sixth Circuit Finds Strengthened Fiduciary Duty Protections For Shareholders In Closely Held Michigan Corporations

Last week, directors in closely held corporations got a wake-up call from the US Court of Appeals for the Sixth Circuit. In Boyd v. Northern Biomedical Research, Inc., the Court concluded...

United States Commercial

BL

Butzel Long

2026 Proxy Season Update: Key Regulatory And Market Developments

As public companies prepare for the 2026 proxy and annual reporting season, significant regulatory and market developments are shaping disclosure practices, governance and investor engagement.

United States Commercial

KM

Katten Muchin Rosenman LLP

The Shareholder Proposal Process: A New Survey Provides Insights

A new large-scale survey released just last week by the John L. Weinberg Center for Corporate Governance at the University of Delaware offers important insights into the shareholder proposal process...

United States Commercial

MB

Mayer Brown

Directors And Executive Officers Of Foreign Private Issuers Now Subject To Section 16 Reporting Requirements

Welcome to 2026 and Goodwin's Public Company Advisory Practice News Roundup. We kick off a new year of highlighting the latest developments in SEC and stock exchange regulatory activity...

United States Commercial

GP

Goodwin Procter LLP

How The IRS Handles Tax-Free Corporate Distributions Under U.S. Tax Law

United States Tax

RS

Rotfleisch & Samulovitch P.C.

Insight: Reincorporation Considerations

United States Commercial

MB

Mayer Brown

New Guidance On OISP's Publicly Traded Securities Exception And The COINS Act

United States Commercial

SR

McDermott Will & Schulte

The Activist Agenda

Worldwide Commercial

KL

Herbert Smith Freehills Kramer LLP

2026 Annual Report And Proxy Season: E&S Matters, Executive Compensation, And Governance

United States Commercial

MB

Mayer Brown

Shareholder Activism In The Public REIT Sector: A Lookback At 2025 And What To Expect For 2026

United States Commercial

GP

Goodwin Procter LLP

Preparing For Your 2025 Form 10-K And 2026 Proxy Season

United States Commercial

KG

K&L Gates LLP

2026 Compensation Season: What Public Companies And Their Compensation Committees Should Keep In Mind Heading Into The New Year

United States Commercial

ST

Simpson Thacher & Bartlett

Understanding The Spectrum Of Permanent Capital Vehicles

United States Finance

MB

Mayer Brown

New Executive Order Bars "Underperforming" Defense Contractors From Stock Buybacks And Shareholder Dividends—What Contractors Need To Know Now

United States Government

SM

Sheppard Mullin Richter & Hampton

Preparing For Your 2025 Form 10-K And 2026 Proxy Season

While the pace of amendments and rule changes from the SEC slowed in 2025 with the change in presidential administration and the appointment of new SEC Chair Paul S. Atkins, we have seen fundamental changes in policy and other developments …

United States Commercial

KG

K&L Gates LLP

2026 Compensation Season: What Public Companies And Their Compensation Committees Should Keep In Mind Heading Into The New Year

As we head into 2026, meaningful updates to proxy advisor firm pay-for-performance methodologies are top of mind.

United States Commercial

ST

Simpson Thacher & Bartlett

Understanding The Spectrum Of Permanent Capital Vehicles

Asset management vehicles, especially those regulated under the Investment Company Act of 1940 (the 1940 Act), are frequently painted with a broad brush and described as having the same or virtually indistinguishable characteristics.

United States Finance

MB

Mayer Brown

New Executive Order Bars "Underperforming" Defense Contractors From Stock Buybacks And Shareholder Dividends—What Contractors Need To Know Now

On January 7, 2026, President Trump issued a new executive order, "Prioritizing the Warfighter in Defense Contracting" (the "EO"), which states that "[a]fter years of misplaced priorities, traditional defense contractors...

United States Government

SM

Sheppard Mullin Richter & Hampton

New Treasury Guidance Clarifies Publicly Traded Securities Exception To Outbound Rule

United States Commercial

ST

Simpson Thacher & Bartlett

A (Very) Early Look At No Action Letters Under Rule 14a-8

On November 17, 2025, the Divisions of Corporation Finance and Investment Management (together, the "Divisions") of the U.S. Securities and Exchange Commission (the "SEC") published a statement...

United States Commercial

MB

Mayer Brown

2026 SEC And Corporate Governance Update

The following summary is designed to help our clients and friends keep track of the most significant Securities and Exchange Commission ("SEC") developments and rule changes as they plan for their annual meetings...

United States Commercial

KR

Kutak Rock LLP

Top 10 Business Divorce Cases Of 2025

Welcome to our 18th annual edition of the Top 10 business divorce cases featured on this blog over the past year.

United States Commercial

FF

Farrell Fritz, P.C.

A Look Back At Key 2025 Changes To Delaware Corporation Law

This bill was enacted largely in response to high-profile litigation, such as In re Match Group (In re Match Grp., Inc. Deriv. Litig., 315 A.3d 446 (Del. 2024)) and TripAdvisor...

United States Commercial

SH

Scarinci Hollenbeck LLC

Congress Abolishes Certain Exemptions For Foreign Private Issuers; Will Now Require Compliance With Section 16(a) Beneficial Ownership Reporting For Directors And Officers

United States Commercial

GT

Greenberg Traurig, LLP

Foreign Private Issuers: New Insider Reporting Obligations Take Effect In March 2026

United States Commercial

D

Dechert

White House Executive Order Targets Proxy Advisory Firms – Potential Implications For Companies And Investors

United States Commercial

AG

Akin Gump Strauss Hauer & Feld LLP

New Law Extends Insider Reporting Requirements To Foreign Private Issuers

United States Commercial

BS

Ballard Spahr LLP

What Directors And Officers Of A Foreign Private Issuer Must Do Now To Prepare For 2026

United States Commercial

LL

Loeb & Loeb LLP

LDR Clarifies Pass-Through Treatment For S Corporations Under Act 382

United States Tax

LL

Liskow & Lewis

Foreign Private Issuers Must Report All Insider Trades (Section 16(a)) March 2026

Worldwide Commercial

CL

Carter Ledyard & Milburn

Nasdaq Files Proposed Rule To Deny Initial Listings Of Companies That May Be Susceptible To Market Manipulation

United States Commercial

TS

Taft Stettinius & Hollister

From Private To Public: Timing, Audit Readiness, And CFO Strategy

United States Commercial

R

Riveron

Chairman Atkins' NYSE Speech And The SEC's 2026 Examination Priorities: A Reset For U.S. Capital Markets

United States Commercial

WS

Winston & Strawn LLP

Sophisticated TSR-Based PSU Valuation In Executive Compensation

United States Commercial

AC

Ankura Consulting Group LLC

Reframing The AGM: Connection, Accountability, And The Modern Shareholder

United States Commercial

WL

World Law Group

National Defense Spending Bill Expands Section 16(a) Disclosure Requirements To Foreign Private Issuers

United States Commercial

MB

Mayer Brown

Context Matters: Commercial Division Declines Application Of The Business Judgment Rule In A Going-Private Merger Transaction.

United States Commercial

FF

Farrell Fritz, P.C.

Simpson Thacher Sustainability And ESG: Regulatory Update – December 2025

United States Commercial

ST

Simpson Thacher & Bartlett

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Latest Videos

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Key Lessons From The 2025 Proxy Season (Video)

BT

Barnes & Thornburg LLP

Sounding Board: Shareholder Engagement (Video)

MB

Mayer Brown

The World's Top Businesses Do These 4 Things To Thrive In Turbulent Times (Video)

A

AlixPartners

Board Diversity (Video)

AP

Arnold & Porter

WilmerHale Partner Daniel Zimmermann: What Are Founders' Shares (Video)

W

WilmerHale

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