The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sat, 04 Apr 2026 11:30:51 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png SEC Adds Flexibility to M&A, Proxy, and Tender Offer Rules with New Interpretations – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 SEC Adds Flexibility to M&A, Proxy, and Tender Offer Rules with New Interpretations https://corpgov.law.harvard.edu/2026/02/25/sec-adds-flexibility-to-ma-proxy-and-tender-offer-rules-with-new-interpretations/?utm_source=rss&utm_medium=rss&utm_campaign=sec-adds-flexibility-to-ma-proxy-and-tender-offer-rules-with-new-interpretations https://corpgov.law.harvard.edu/2026/02/25/sec-adds-flexibility-to-ma-proxy-and-tender-offer-rules-with-new-interpretations/#respond Wed, 25 Feb 2026 12:30:29 +0000 https://corpgov.law.harvard.edu/?p=179443?d=20260302065918EST Posted by Ethan Klingsberg, Michael Levitt, and Elizabeth Bieber, Freshfields Bruckhaus Deringer LLP, on Wednesday, February 25, 2026
Editor's Note:

Ethan Klingsberg, Michael Levitt, and Elizabeth Bieber are Partners at Freshfields Bruckhaus Deringer LLP. This post is based on a Freshfields memorandum by Mr. Klingsberg, Mr. Levitt, Ms. Bieber, and Jeremy Barr.

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (“CorpFin”) published new and revised Compliance and Disclosure Interpretations (“C&DIs”) relating to the SEC’s M&A, proxy and tender offer rules.  The SEC staff thus continued a pattern from 2025 of introducing more flexibility for public companies and their management without the Commission’s undertaking notice-and-comment rulemaking. As noted below, these interpretative changes mesh with 2026 policy shifts by the Commission, SEC Chairman Paul Atkins, and staff to alter the balance in the relationship between management and shareholders.

And the staff may be far from finished.  On a panel at the annual January Northwestern Securities Regulation Institute in January 2026, CorpFin Associate Director for Specialized Disclosure Ted Yu welcomed public company feedback on where additional interpretative flexibility or formal rule changes regarding tender offers might be beneficial.

The following summarize the nature and implications of the higher profile January 2026 CorpFin C&DIs:

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