Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Kris Ramesh is the Herbert S. Autrey Professor of Accounting, Jones Graduate School of Business at Rice University. This post is based on an SEC comment letter by Donal Byard, Irving Weinstein Professorship in Accountancy & Chair, Stan Ross Department of Accountancy, Baruch College, CUNY; Edward Li, Professor of Accounting, Stan Ross Department of Accountancy, Baruch College, CUNY; Kris Ramesh; and Min Shen, Associate Professor of Accounting, Philip G. Buchanan Fellow, Costello College of Business, George Mason University.

We welcome the opportunity to comment on the Securities and Exchange Commission’s proposed amendments that would allow Exchange Act reporting companies to elect semiannual reporting on a new Form 10-S in lieu of quarterly reports on Form 10-Q (“the proposal”). We write as academics with extensive experience conducting research that examines SEC periodic reports, earnings announcements, information intermediaries, and the dissemination and processing of public company disclosures. We appreciate the proposal’s careful economic analysis of the potential costs and benefits of the proposed rule change. Drawing on our experience as active researchers in this field, we aim to clarify relevant findings from the academic literature and to highlight important operational considerations that may arise in implementing the proposed rule change.

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Remarks by Chair Atkins on Disclosure Reform and Shareholder Proposal Policy

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good morning, ladies and gentlemen. And thank you, Keir [Gumbs], for your warm introduction. I look forward to our conversation in just a few moments.

Before I offer a few reflections, I must note that the views I express here today are my own as Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners.

Of course, I should also like to thank the Society for Corporate Governance for the invitation to join you today. While it is always an honor to speak with the Society, this occasion is rendered especially significant for two reasons. First, as a graduate of Vanderbilt Law School, returning to Nashville always feels like a homecoming. But second—and more importantly—because we gather in the immediate wake of our nation’s 250th anniversary, it is a moment that lends particular weight to our discussion today.

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Weekly Roundup: July 3-9, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of July 3-9, 2026


Other People’s Votes



Delaware’s First Read on the DGCL Section 144 Safe Harbor



Trends and Updates from the 2026 Proxy Season


The Hidden Cost of Stock Market Concentration: When Funds Hit Regulatory Limits


Five Things the Strongest Boards Do Differently



Statement by Chair Atkins on the 2026 Regulatory Agenda


Delaware Chancery Dismisses KnowBe4 Take-Private Challenge



Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Jeffrey P. Mahoney is General Counsel at the Council of Institutional Investors. This post is based on his SEC comment letter.

The Council of Institutional Investors (CII)[1] respectfully submits this letter in response to the Securities and Exchange Commission’s (SEC or Commission) request for comments on its proposed “amendments to allow companies to file semiannual reports on Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations under the Securities Exchange Act of 1934 (‘Exchange Act’)” (Proposed Rule).[2] CII opposes the Proposed Rule. CII is a nonprofit, nonpartisan association of U.S. public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management of approximately $5.2 trillion. Our member funds include major long-term shareowners with a duty to protect the retirement savings of millions of workers and their families, including public pension funds with more than 15 million participants – true and real “Main Street” investors through their pension funds. Our associate members include non-U.S. asset owners with about $5.8 trillion in assets, and a range of asset managers with more than $74 trillion in assets under management.

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Delaware Chancery Dismisses KnowBe4 Take-Private Challenge

Jason Halper is a Partner, Michael C. Holmes is Vice Chair, and Sara Brauerman is a Partner at Vinson & Elkins LLP. This post is based on a Vinson & Elkins memorandum by Mr. Halper, Mr. Holmes, Ms. Brauerman, Marisa Antonelli, and Anna Boos, and is part of the Delaware law series; links to other posts in the series are available here.

On May 27, 2026, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a memorandum opinion in Le Clair v. KnowBe4, Inc., C.A. No. 2024-1143-KSJM, granting defendants’ motions to dismiss all claims arising from Vista Equity Partners’ $4.6 billion acquisition of KnowBe4, Inc. The decision is notable for its treatment of two key issues: (1) the standard for pleading the existence of a stockholder control group, and (2) the cleansing effect of an informed, uncoerced stockholder vote under Corwin v. KKR Financial Holdings LLC where entire fairness would otherwise apply due to director-level conflicts. 125 A.3d 304 (Del. 2015). The opinion reinforces the importance of robust procedural protections — including a fully empowered special committee and a majority-of-the-minority vote — in similar M&A transactions involving director-level conflicts.

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Statement by Chair Atkins on the 2026 Regulatory Agenda

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent statement. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

The 2026 Regulatory Agenda reflects the robust rulemaking we are pursuing under my chairmanship. Now that we are just over one year into my tenure, we have made significant progress in returning the agency to its core mission of protecting investors; facilitating capital formation; and maintaining fair, orderly, and efficient markets – a charge that will guide the Commission as we continue to enact this important agenda.

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Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Sandra J. Peters is Senior Head and Matthew P. Winters is Senior Director of Corporate Disclosures and Information Advocacy, CFA Institute. This post is based on their SEC comment letter.

CFA Institute[1] appreciates the opportunity to provide comments to the Securities and Exchange Commission (the “SEC” or “Commission) regarding the proposed rule on Semiannual Reporting (the “Proposed Rule”).

CFA Institute has a long history of promoting fair and transparent global capital markets and advocating for strong investor protections. An integral part of our efforts toward meeting those goals is ensuring that corporate financial reporting and disclosures and the related audits provided to investors and other end users are of high quality. Our advocacy position is informed by our global membership who invest both locally and globally.

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Five Things the Strongest Boards Do Differently

Rusty O’Kelley co-leads the Global Board & CEO Advisory Practice, Richard Fields is the global leader of the Board Effectiveness Practice, and Laura Sanderson is a senior member of the Board and CEO Advisory practice at Russell Reynolds Associates. This post is based on a Russell Reynolds memorandum by Mr. O’Kelley, Mr. Fields, Ms. Sanderson, Marc Sanglé-Ferrière, and Alix Pollack.

Board effectiveness is being tested and defined in real time. AI, geopolitics, activism, sustainability, CEO succession, board refreshment, and stakeholder scrutiny are more interconnected, faster moving, and more visible than ever before. Yet, many board operating models, built for a more linear environment, have not kept pace with that change.

RRA’s 2025 Global Board Culture and Director Behaviors Study underscores that while directors understand the behaviors that matter, they don’t practice them consistently. This isn’t because boards lack awareness. It’s because effective governance now depends on whether the board has designed itself to make better judgment more likely: in how it spends time, leads discussion, uses expertise, evaluates itself, and prepares for uncertainty.

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The Hidden Cost of Stock Market Concentration: When Funds Hit Regulatory Limits

Lubos Pastor is the Charles P. McQuaid Distinguished Service Professor of Finance, Taisiya Sikorskaya is an Assistant Professor of Finance and a Fama Faculty Fellow, and Jinrui Wang is a Research Professional, all at the University of Chicago Booth School of Business. This post is based on their recent paper.

Market Concentration and Fund Regulation

The U.S. stock market has become highly concentrated. Between 2015 and 2024, the share of the ten largest stocks in total U.S. market capitalization rose from 13% to 31%. In large-cap growth, it rose from 30% to 48%. By the end of 2024, the “Magnificent 7” stocks alone represented roughly one-third of the S&P 500 and more than half of the Russell 1000 Growth Index.

This rise in concentration has received substantial attention, often in connection with market power and the rise of a handful of dominant firms. We examine a different implication. As a few stocks have come to dominate major benchmarks, an old diversification rule has begun to bind, forcing funds to trim the largest stocks, with consequences for fund performance and stock prices.

Figure 2 illustrates why this interaction matters today: stock market concentration has risen rapidly just as mutual funds and exchange-traded funds (ETFs) have become much larger holders of U.S. equities.

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Trends and Updates from the 2026 Proxy Season

Elizabeth Bieber is a Partner, Pamela Marcogliese is the Head of US Transactions, and Abbey MacDonald is a Senior Associate at Freshfields US LLP. This post is based on their Freshfields memorandum.

The Freshfields team reviewed key trends and developments for the 2026 proxy season, summarizing takeaways and guidance across several core areas: shareholder proposals; board, director and senior management trends; SEC updates; ESG proposals; compensation; anti-ESG legislation and litigation trends; shareholder activism; investor updates; and proxy advisory firm updates.

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