Sky Blog
On September 16, 2026, under Chairman Paul Atkins, the Securities and Exchange Commission published a statement on its proposals to rescind Rule 14a-8 and amend Rule 14a-4. It said the rescission would not end shareholder proposals, but that Congress …
On October 15, 2026, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued new and revised corporation finance interpretations (CFIs) guiding issuers on the use of Form S-8, the streamlined registration statement that registers the offer and sale …
The SEC promulgated the shareholder proposal rule, 14a-8, over 80 years ago, less than a decade after the Securities Exchange Act of 1934 was enacted. Shareholder proposals have become a major part of American corporate governance, advancing reforms such as …
Good afternoon, ladies and gentlemen. And thank you, Luisa [del Rosal], for your generous introduction. Of course, I should also like to thank the Economic Club of Dallas for having me today. Texas is a place where First Principles have …
For decades, the Foreign Corrupt Practices Act (FCPA) has been the gold standard for corporate anti-bribery compliance around the world. But recent changes in the United States’ enforcement policy and a line of Supreme Court decisions narrowing the federal corruption …
For decades, the annual meeting ran through the same cast of middlemen. Under Rule 14a-8,[1] companies generally had to put shareholder proposals in their proxy statements for a vote, unless a proposal fit into one of the Rule’s built-in …
Prediction markets have exploded in popularity, transforming from academic curiosities into multibillion-dollar, consumer-facing platforms that facilitate trading on politics, sports, geopolitics, and even clinical-trial outcomes and FDA approvals. To date, attention has largely been focused on whether prediction markets should …
On September 17, 2026, two days after the Clarity Act failed to advance in the U.S. Senate, the Securities and Exchange Commission issued a highly question-begging and likely illegal “Order” granting five-year conditional exemptions from the definitions of exchange and …
On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework …
On September 30, 2026, the U.S. Securities and Exchange Commission (the SEC) issued two proposing releases that could significantly expand retail access to private market strategies through regulated fund structures. The first proposed rulemaking would permit advisers to registered investment …
The SEC has clarified that a recent letter on structured note disclosures does not affect, limit or condition long-standing staff guidance and does not impose legal requirements.
In a 1996 no-action letter (the Morgan Stanley Letter), the SEC’s …
We oppose rescission of SEC Rule 14a-8.
Rule 14a-8 has for 80 years been a useful, congressionally authorized component of the U.S. capital markets, fully compatible with the long-standing dual state and federal system governing public companies. Reasonable people may …
A growing case law is recognizing private damages claims for market manipulation such as spoofing. A spoofer places orders for an asset while intending to cancel the orders before they execute. The point is to move the price of the …
Executive Summary
Greenwashing is usually treated as a problem of corporate deception. Firms make environmental claims that exaggerate, selectively disclose, or obscure their actual sustainability performance. Greenwashing leaves investors, consumers, employees, and regulators with an overly favorable impression, thereby stifling true progress. …
On September 17, 2026, the Securities and Exchange Commission (the “Commission” or the “SEC”) issued two conditional exemptions to facilitate permissioned trading of tokenized national market system (“NMS”) stocks.[1] Collectively known as the “Innovation Exemption,” the relief exempts qualifying …
On September 15, the Clarity Act failed to secure a cloture vote in the U.S. Senate, with four Republicans and all 47 Democrats voting against considering the bill at this time. The Act may come back to life again next …
Investment in private assets continues to grow, including for an increasing number of registrants that are required to subsequently measure these investments at fair value, such as registered closed-end funds, interval funds, tender offer funds, business development companies and private …
Good morning, ladies and gentlemen. And thank you for joining us today for this public meeting of the Securities and Exchange Commission under the Government in the Sunshine Act.
We have three items on today’s agenda. First, the Commission will …
On September 17, 2026, the U.S. Securities and Exchange Commission (“SEC”) issued an order (sometimes referred to as the “Innovation Exemption”) to address some questions on how to trade public company stock using distributed ledger technology – in other words, …