Proposed SEC Rule on Rescinding Shareholder Proposal Rule 14a-8: A Comment from the National Association of Manufacturers

Posted by Ted Allen and Jake Kuhns, National Association of Manufacturers, on
Saturday, November 7, 2026
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Ted Allen is a Senior Director and Jake Kuhns is a Vice President at National Association of Manufacturers. This post is based on a comment letter by the National Association of Manufacturers submitted to the U.S. Securities and Exchange Commission regarding the proposed rescission of Rule 14a-8 governing shareholder proposals and amendments to Rule 14a-4.

This post is based on a comment letter submitted to the SEC regarding the SEC’s proposal on Rescinding Shareholder Proposal Rule 14a-8, by the National Association of Manufacturers. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts.

On behalf of the 13 million people who make things in America, the National Association of Manufacturers (“NAM”) is writing in response to the Commission’s proposed rescission of Rule 14a-8 to offer suggestions to facilitate a smoother transition to state oversight of shareholder proposals.

As the largest manufacturing association in the U.S., the NAM’s membership includes businesses of all sizes, across all industrial sectors, and in all 50 states. Manufacturers collectively contribute $2.94 trillion to the U.S. economy, and right sized, commonsense governance laws and regulations are critical to sustaining the manufacturing strength that underpins our nation’s prosperity.

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SEC Sets 2027 Exam Priorities with Focus on Conflicts, Complex Products, and Technology

Posted by Chuck Daly, Ranah Esmaili, and Lara Mehraban, Sidley Austin LLP, on
Saturday, November 7, 2026
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Chuck Daly, Ranah Esmaili, and Lara Mehraban are Partners at Sidley Austin LLP. This post is based on a Sidley memorandum by Mr. Daly, Ms. Esmaili, Ms. Mehraban, Kathryn Alessi, Hardy Callcott, and Kenyon Hall.

On October 23, 2026, the U.S. Securities and Exchange Commission (SEC) Division of Examinations (EXAMS) published its annual examination priorities (2027 Priorities)[1] , outlining areas of perceived risk and topics on which EXAMS will focus in the new fiscal year.

Substantively, many core themes from last year’s priorities carry over. The 2027 Priorities again underscore the importance of registrants’ standards of care, information security, and operational resiliency as well as the risks presented by alternative and complex products and investment strategies. The 2027 Priorities also (i) reflect an increased focus on artificial intelligence (AI), which the report refers to as “super intelligence” or SI and (ii) introduce certain new areas of focus, such as advisers’ reliance on proxy advisory firms and compliance with new rules or amendments to existing rules. This Sidley Update summarizes the examination focus areas across investment advisers, investment companies, broker-dealers, and other market participants, and it notes where the 2027 Priorities depart from the prior year’s.[2]

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Early Lessons from the New Accelerated Offering Periods for Tender Offers

Posted by Douglas K. Schnell and Taylor M. Owings, Wilson Sonsini Goodrich & Rosati, on
Friday, November 6, 2026
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Douglas K. Schnell and Taylor M. Owings are Partners at Wilson Sonsini Goodrich & Rosati. This post is based on their Wilson Sonsini memorandum.

In April 2026, the Division of Corporation Finance of the U.S. Securities and Exchange Commission shortened the minimum offering period for certain types of equity tender offers from 20 business days to 10 business days. Since then, Wilson Sonsini has played a lead role—representing both buyers and sellers—in several tender offers that used shortened offering periods. Several lessons and best practices are beginning to emerge.

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Weekly Roundup: October 30-November 5, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, November 6, 2026

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This roundup contains a collection of the posts published on the Forum during the week of October 30-November 5, 2026

2026 Global Voting Spotlight

Posted by John Roe and Amra Balic, BlackRock, on Friday, October 30, 2026
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Investor Perspectives on SEC Disclosure Reform

Posted by Linda Pappas, Mike Kesner, and Lane Ringlee, Pay Governance LLC, on Saturday, October 31, 2026
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Rule 14a-8: Perhaps Slow-Walking Recission is Best

Posted by Stefan Padfield and Allen Mendenhall, The Heritage Foundation, on Sunday, November 1, 2026
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SEC Staff Streamlines Form S-8, Rule 701, and Section 16 Guidance

Posted by Michael Albano, Julia Rozenblit, and Ariel Adler, Cleary Gottlieb Steen & Hamilton LLP, on Monday, November 2, 2026
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Stewardship at an Inflection Point – From Activity to Effectiveness

Posted by Dr. Catherine Marchewitz (Governance & Values) and David Mondl (Inrate), on Monday, November 2, 2026
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Tokenized Securities — What Corporations Should Know

Posted by Kevin Schwartz and David Adlerstein, Wachtell, Lipton, Rosen & Katz, on Tuesday, November 3, 2026
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Explaining Delaware’s Blunder

Posted by Itai Fiegenbaum (St. Thomas University), on Tuesday, November 3, 2026
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Pay Leverage, Not Percent of Pay in Equity, Is the Key Measure of Corporate Director Pay

Posted by Stephen F. O’Byrne, Shareholder Value Advisors Inc., on Tuesday, November 3, 2026
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AI and the Escalating Threat of Nation-State Cyber Operations

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Wednesday, November 4, 2026
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Untamed Unicorns: Why Startup Finance is Broken and How to Fix It

Posted by Renée Jones (Boston College Law School), on Wednesday, November 4, 2026
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Remarks by Commissioner Uyeda on Corporate Penalties and Individual Accountability

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Wednesday, November 4, 2026
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SEC Proposes Significant Changes to Custody Rules and Introduces Framework for Custody of Crypto Assets

Posted by Frederick Wertheim, Eric M. Diamond, and Marie-Louise M. Huth, Sullivan & Cromwell LLP, on Thursday, November 5, 2026
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When an Algorithm Reads Your Proxy and AI Is on the Ballot

Posted by Brendan McVeigh, Ken Bertsch, and Maddie Chisholm, Anteris Advisors, on Thursday, November 5, 2026
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When an Algorithm Reads Your Proxy and AI Is on the Ballot

Posted by Brendan McVeigh, Ken Bertsch, and Maddie Chisholm, Anteris Advisors, on
Thursday, November 5, 2026
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Brendan McVeigh is a Partner, Ken Bertsch is a Senior Advisor, and Maddie Chisholm is a Principal at at Anteris Advisors. This post is based on their Anteris Advisors memorandum.

AI is entering corporate governance from all sides of the table. Investors are using it to process disclosure, customize voting policies, and prepare for engagements. Proxy advisors are moving toward AI enabled, policy driven research. Shareholder activists are using it to find targets and sharpen strategic theses. Boards are being asked to explain not only how they oversee AI risk, but how they assess its opportunities and broader strategic, capital, and talent implications. At the same time, board members are increasingly using AI to assist in board oversight, a development that raises new governance questions.

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SEC Proposes Significant Changes to Custody Rules and Introduces Framework for Custody of Crypto Assets

Posted by Frederick Wertheim, Eric M. Diamond, and Marie-Louise M. Huth, Sullivan & Cromwell LLP, on
Thursday, November 5, 2026
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Frederick Wertheim, Eric M. Diamond, and Marie-Louise M. Huth are Partners at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Mr. Wertheim, Mr. Diamond, Ms. Huth, Yael R. Tzipori, and Lauren M. Hobby.

Summary

On October 1, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments to the custody rules under the Investment Company Act of 1940 (the “Investment Company Act”) and the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Proposed Rules”).[1]

The Proposed Rules would establish new custody arrangements for crypto assets while also revising existing custody requirements for registered investment advisers and regulated funds (registered management investment companies and business development companies (“BDCs”)),[2] including those that do not invest in crypto assets. Among the most significant proposed changes are the following.

  • Permitting new crypto custody arrangements for advisers and regulated funds, including (i) custody of crypto assets[3] with state trust companies, subject to specified safeguards, and (ii) adviser self custody of crypto assets where no qualified custodian is available, subject to additional safeguarding and, for regulated funds, board oversight requirements.
  • A new custody rule exception for advisers exercising discretionary trading authority, including for transactions that do not settle on a delivery versus payment (“DVP”) basis.
  • Easing certain audit requirements, including by expanding accountant eligibility and extending audit delivery deadlines for certain private funds.
  • Expanding broker dealer custody options for regulated funds and clarifying the application of custody rules to BDCs.

The Proposed Rules follow the SEC’s 2025 withdrawal of its 2023 “Safeguarding Advisory Client Assets” rule proposal, which would have expanded the scope of the Advisers Act custody rule to cover substantially all client assets and imposed additional requirements for qualified custodians affecting the availability of custodians for crypto assets.[4] In contrast, the current Proposed Rules would retain the Advisers Act custody rule’s existing coverage of client “funds or securities.” In statements accompanying the current proposal, Commissioners Uyeda and Peirce highlighted the additional flexibility for crypto custody under the Proposed Rules and contrasted it with the practical difficulties posed by the 2023 proposal.[5]

Regulated funds and registered investment advisers should assess the proposal’s potential impact on their custody arrangements and consider submitting comments to the SEC on issues relevant to their businesses. Comments are due by December 7, 2026.

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Remarks by Commissioner Uyeda on Corporate Penalties and Individual Accountability

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on
Wednesday, November 4, 2026
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Mark T. Uyeda is a Commissioner of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in this post are those of Commissioner Uyeda and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

On January 19, 2006, in the clear blue Florida sky, an Atlas V rocketed off from Cape Canaveral carrying a small spacecraft called New Horizons.[1] This mission, planned by NASA (that is the National Aeronautics and Space Administration, not the other NASAA, the North American Securities Administrators Association), exited the Earth at more than 36,000 miles per hour for a long term “voyage to visit the planet Pluto and then beyond.”[2] That same month, the Securities and Exchange Commission launched something of similar importance, at least in my view,[3] namely its Statement Concerning Financial Penalties, also known as the “Corporate Penalty Statement.”[4]

Announced in conjunction with two settled accounting fraud cases, one with a $50 million civil penalty and the other with no penalty,[5] the Corporate Penalty Statement was issued in a unanimous decision of 5 to 0 under the leadership of Chairman Cox, after over 40 hours of meetings reconciling differing views amongst the Commissioners.[6] The Statement is a concise document with a specific mission, which is to provide an analytical framework so when the Commission imposes a civil penalty on a corporate issuer, it can explain why, and that explanation should rest on what Congress authorized and why it authorized it.[7] As a measure approved by Commission vote, the Statement should have a similar stature to other regulatory guidance provided by the Commission, whether in amicus briefs, adjudicatory opinions, administrative orders, interpretive releases, or otherwise.

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Untamed Unicorns: Why Startup Finance is Broken and How to Fix It

Posted by Renée Jones (Boston College Law School), on
Wednesday, November 4, 2026
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Renée M. Jones is Professor of Law and Dr. Thomas F. Carney Distinguished Scholar at Boston College Law School. This post is based on her recent book.

Disgraced Theranos founder Elizabeth Holmes is back in the news, dominating the screen in You Can See Everything which recently opened to critical acclaim and surprising box office success. As voyeuristic entertainment the film delivers, allowing viewers to see and believe what they want to see and believe. By focusing so intently on Holmes’s unknowable state of mind, however, the film leaves a critical question unanswered: Why did so many experienced investors and respected public figures disregard mounting evidence of Holmes’s deception, thereby enabling and helping perpetuate her devastating fraud?

When we dwell on Holmes’s pathology, as the film invites us to do, we risk overlooking the flaws in the startup ecosystem that helped propel the Theranos ruse, flaws that have contributed to other major startup scandals. My book, Untamed Unicorns: Why Startup Finance is Broken and How to Fix It (Harvard University Press), analyzes the legal structure that contributes to startup fraud, shifting the spotlight from the colorful personalities that animate these stories to the decades of deregulation of securities markets that helped set the stage for Theranos and similar scandals.

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AI and the Escalating Threat of Nation-State Cyber Operations

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on
Wednesday, November 4, 2026
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Martin Lipton is a Founding Partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, Kevin S. Schwartz, and David M. Adlerstein.

We have previously written about the critical importance of public company boards maintaining focus on cybersecurity risk oversight, including in the face of burgeoning cybersecurity risks arising from the proliferation of advanced AI models and tools. An issue meriting immediate specific focus is the growing threat posed by nation state and state sponsored actors conducting malicious cyber operations, including espionage, theft, and sabotage of critical infrastructure.

Nation state and state sponsored cyber actors have inflicted substantial damage on companies and governments for more than a decade. Examples include operations attributed to North Korea (including the Lazarus Group, linked to the 2014 Sony Pictures hack and massive cryptocurrency thefts), Russia (including the SolarWinds supply chain compromise and the NotPetya malware attack), China (including cyber enabled IP theft and efforts to infiltrate critical U.S. infrastructure) and Iran (including attacks on U.S. water systems and, this year, a destructive wiper attack on a major U.S. medical device company). The nature of the threat can vary by industry, ranging from operational sabotage for infrastructure operators and IP theft for technology and life sciences companies, to financial theft for firms with digital asset exposure. As advanced AI tools become ever more capable, they are significantly enhancing these actors’ already powerful ability to find vulnerabilities, automate attacks, and operate at scale, increasing both the likelihood and potential severity of cyber incidents affecting public companies.

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Pay Leverage, Not Percent of Pay in Equity, Is the Key Measure of Corporate Director Pay

Posted by Stephen F. O’Byrne, Shareholder Value Advisors Inc., on
Tuesday, November 3, 2026
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Stephen F. O’Byrne is President and Co-founder of Shareholder Value Advisors Inc. This post is based on his Shareholder Value Advisors memorandum.

The objectives of corporate director pay are much the same as the objectives of corporate executive pay, which are to provide strong incentives to increase shareholder value, retain key talent, and limit shareholder cost.

The conventional wisdom in executive pay is that the three basic objectives can be achieved by combining median target pay with a high percent of pay at risk. The conventional theory is that a high percent of pay at risk provides a strong incentive, not letting target pay fall below the peer median retains key talent and not letting target pay rise above the peer median limits shareholder cost. These principles have become widely embraced in corporate director pay over the last thirty years.

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