On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance revised a number of Compliance and Disclosure Interpretations (“CDIs”) and issued several new CDIs. The revised CDIs span different topics, from registered exchange offers to proxy solicitations. Overall, the CDIs reflect the current Commission’s focus on addressing regulatory requirements that may impose
Preparing for the 2025 US Proxy & Annual Reporting Season
Webinar | Wednesday, December 11, 2024
1:00 p.m. – 2:00 p.m. EST
Register here.
Join experts from Mayer Brown and Georgeson as they discuss key issues companies should consider while preparing for the 2025 proxy and annual report season during this time of regulatory uncertainty. Topics will include new and evolving disclosure requirements, as
MB Microtalk: Proxy Season Highlights
In this MB Microtalk video, Mayer Brown’s Jen Carlson provides a few reminders for companies that are preparing their proxy statements and annual reports.
Visit our Free Writings & Perspectives Blog for more topics and talks.
SEC Issues Proxy-Related C&DI’s
On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below, with links to the full text provided.
10 Calendar Days
Revised Question 126.03 clarifies the “10 calendar day” period in Rule 14a-6 between filing
Proxy-related Developments & Annual Reporting Prep
Webinar December 7, 2023
1:00 – 2:00 p.m. ET
Register here.
It’s time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and practice.
During this session, join Mayer Brown partner Jennifer Carlson
Preparing for the 2024 Proxy and Annual Report Season
Webinar: November 1, 2023
1:00-2:00 p.m. ET
Register here.
Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and practice.
During this session, join
2024 U.S. Proxy and Annual Report Season: It’s Starting Time!
Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and practice.
This Legal Update provides an overview of key issues companies should consider as they
SEC Releases C&DIs on Compliance with New Insider Trading Disclosures
On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding insider trading arrangements and related disclosures. Specifically, C&DIs 120.26 and 120.27 identify the dates by which companies must first include the new disclosures
Insider Trading Rule Amendments Now in Effect
- add new conditions to the affirmative defenses to address concerns regarding the use of material nonpublic
SEC Staff Provides New Universal Proxy Guidance
On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules. These are included in the Staff’s Proxy Rules and Schedule 14A Compliance and Disclosure Interpretations. Below, we have reprinted them for convenience.
Question 139.04
Question: A registrant receives director nominations from