Sky Blog
On February 3, 2026, the U.S. Court of Appeals for the Third Circuit issued a decision in Abramowski v. Nuvei Corp., holding that the “Best Price Rule”—a tender offer rule intended to prevent differential treatment among similarly situated security …
On January 23, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission issued several new and updated Compliance and Disclosure Interpretations (C&DIs) related to Proxy Rules, Executive Compensation, Tender Offers and Schedules, and Securities Act …
In a year of significant regulatory, geopolitical, technological and macroeconomic turbulence, boards have had to manage through an environment of uncertainty. Unpredictability caused by frequent policy shifts and evolving expectations and demands from governmental and market actors added complexity to …
For decades, U.S. securities regulation has treated foreign firms listed on U.S. exchanges differently from domestic issuers. Through the “foreign private issuer” (FPI) framework, the Securities and Exchange Commission (SEC) has offered foreign companies substantial accommodations such as exemptions from …
In the world of corporate governance, large institutional investors wield power. But for many, that power comes from using their “voice” to call for changes within the firm because voting with their feet by selling their stake is not realistic. …
As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets,[1] the Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets are providing their views…
Key Points:
For decades, the SEC stood as the principal barrier to mandatory arbitration for shareholder claims. In September 2025, that barrier fell. The agency’s reversal on shareholder arbitration represents a seismic policy shift, leaving Delaware law as the sole impediment …
When activist investors acquire large stakes in a company and seek influence, they traditionally push for seats on the board of directors. In recent years, however, many activists have instead appointed a non-voting observer who can attend board meetings, receive …
Under the leadership of Chairman Paul Atkins with a Republican majority on the commission, the Securities and Exchange Commission (SEC) is expected to continue on its trajectory toward regulatory reform that marks a pivot from the prior administration.
Since 1982, Regulation S-K has been the Commission’s central repository for filer disclosure requirements outside of the financial statements. Over the past forty-plus years, that repository has grown from the size of a gym locker to the size of an …
Environmental sustainability has become a cornerstone of modern corporate responsibility. Yet, a troubling trend lies beneath the glossy reports and bold claims: greenwashing, a way for companies to build a fake eco-friendly image.
Greenwashing is more than just misleading marketing. …
The shareholder proposal mechanism under SEC Rule 14a‑8 occupies a distinctive position in U.S. corporate governance. Created in 1942 as part of the federal proxy system, it enables shareholders to express views on corporate policy while leaving decision-making authority with …
Before I begin, I must – as always – inform you that my remarks today are provided in my official capacity as the Securities and Exchange Commission’s Director of the Division of Investment Management, but do not necessarily reflect the …
In Augenbaum v. Anson Investment Master Fund LP et al., the Southern District of New York recently denied a motion to dismiss in a case seeking short-swing profit disgorgement relating to trades that generated ~$500 million by an alleged …
Regulators, investors, and academics generally agree on the main goal of strong SEC oversight: to improve financial reporting, which helps markets allocate capital and promotes market efficiency. But this goal prompts a question that matters for corporate governance and long-run …
On December 18, 2025, President Trump signed into law the National Defense Authorization Act for Fiscal Year 2026 (the “2026 NDAA”),which includes the Holding Foreign Insiders Accountable Act. The Holding Foreign Insiders Accountable Act amends Section 16(a) of the …
Debates on whether to simplify financial regulations are often framed as if complexity were a technical inconvenience –an unfortunate by-product of legislative over-exuberance that could be corrected by pruning rulebooks and consolidating texts. Yet the reality is not so simple. …
The federal securities laws establish the authority of the Securities and Exchange Commission (“SEC” or “Commission”) to set accounting, auditing, and auditor independence standards to be followed in the preparation and the audit of the financial statements of public companies. …
In November 2021, the Securities and Exchange Commission issued Staff Legal Bulletin 14L (“SLB 14L”), making it easier for shareholders to place environmental and social proposals on corporate ballots. The move was hailed by advocates for the environment as a …