Monthly Archives: April 2026

Remarks by Chairman Atkins on Capital Formation, IPO Incentives, and the SEC’s Regulatory Approach

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Thursday, April 30, 2026
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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 all for being present with us today. Because of conflicting official commitments, I am on the other side of town. Unfortunately, I do not have the gift of omnipresence. But, thanks to video technology, I can at least be with you to share some thoughts. If I could do so, I would be present to talk to you all in person.

Before I go further, I should also like to add the customary disclaimer that the views I express here are my own as Chairman and not necessarily those of the SEC as an institution or of the other Commissioners.

Today, the Committee will turn its focus to a challenge that I consider among the most consequential before us: how to encourage more companies—especially small and burgeoning businesses—to go public.

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Speech by Commissioner Peirce on Materiality, Disclosure Limits, and the SEC’s Role in Capital Formation

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on
Thursday, April 30, 2026
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Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent speech. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good morning, and thank you all for attending today’s meeting. Before diving into the topic du jour I would like to take a moment to commend this Committee on its recently approved recommendation on finders, which builds on past Committee work.[1] In particular, I appreciate the recommendation’s principles-based approach. High-level ideas can be more effective at informing commission thinking as we work through the minutiae of potential new rules. Your in-the-weeds discussions of recommendations are, however, very helpful. Over the weekend, I went back and watched the Committee’s most recent discussion on finders. What stood out is the recognition that a broker-dealer framework is inapt for small raises in which a community member is making introductions. This activity is distinct from broker-dealer activity.

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Remarks by Chairman Atkins on International Cooperation and the Future of Global Securities Market Regulation

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Wednesday, April 29, 2026
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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 afternoon, ladies and gentlemen. Thank you, Kathleen, for your kind comments. And special thanks to you and your colleagues in the Office of International Affairs for organizing what has become one of our most anticipated events of the year.

As always, I must begin with the customary disclaimer that the views I express here are my own as Chairman and not necessarily those of the SEC as an institution or of the other Commissioners.

But today, I must also note a stroke of serendipity. Thirty-five years ago to the day, a group of securities regulators from around the globe assembled here at the SEC for our inaugural Institute. You may know that my tenure as Chairman is actually my third term of employment at the SEC. So I know something about that first Institute in 1991 because, as an advisor to then-Chairman Richard Breeden, I had the privilege of helping to organize it. In fact, we had no budget back in those days, so it fell on me to buy and bring big urns of coffee for the delegates! So, one could say that I am a personal investor in the International Institute.

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SEC Permits Accelerated Offering Period for Certain Tender Offers

Posted by Doug Schnell, Remi Korenblit, and Tamara Brightwell, Wilson Sonsini Goodrich & Rosati, on
Wednesday, April 29, 2026
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Doug Schnell, Remi Korenblit, and Tamara Brightwell are Partners at Wilson Sonsini Goodrich & Rosati. This post is based on a Wilson Sonsini memorandum by Mr. Schnell, Mr. Korenblit, Ms. Brightwell, Rob Ishii, and Michael Anthony.

On April 16, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission, acting under delegated authority, issued an Exemptive Order (the Order) providing flexibility to shorten the minimum offering period for certain types of equity tender offers from 20 business days to 10 business days. The Order is intended to reflect technological advancements and address market inefficiencies in eligible transactions. The shortened offering period has the potential to compress sign-to-close timelines for well-organized friendly deals, and to accelerate the closing of some self-tender offers by public and private companies.

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What 2025 ISS Say on Pay Opposition May Signal for the 2026 Season

Posted by Emily Chase, Linda Pappas, and Olivia Wright, Pay Governance LLC, on
Wednesday, April 29, 2026
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Emily Chase and Olivia Wright are Consultants and Linda Pappas is a Principal at Pay Governance LLC. This post is based on their Pay Governance memorandum.

In 2025, Institutional Shareholder Services (ISS) opposed 10% of S&P 500 company Say on Pay (SOP) proposals. This was consistent with ISS’s historical average “against” rate from the previous five years (2020 through 2024). In this Viewpoint, we explore the ISS quantitative pay-for-performance (P4P) outcomes and the qualitative rationale provided by ISS for SOP opposition for S&P 500 companies in 2025. We also look ahead to what the findings may signal for the 2026 SOP season.

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Assessing Skills and Experience on US Boards

Posted by Sarah Wenger, Samuel Nolledo, and Aaron Wendt, Glass, Lewis & Co., on
Tuesday, April 28, 2026
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Sarah Wenger is a Lead Analyst of Policy and Content, Samuel Nolledo is a Senior Analyst, and Aaron Wendt is a Senior Director of Research at Glass, Lewis & Co. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • Senior executive experience continues to be the most sought-after director criteria for U.S. boards, followed by experience with human capital management, core industry, and financial/audit and risk.
  • Highly regulated sectors including utilities, financials, and energy are more likely to include directors with expertise in legal and public policy.
  • Directors with experience relating to environmental and social issues made up 50% or more of newly appointed directors at companies in carbon intensive sectors such as energy, materials, and utilities.
  • The financials, healthcare, and information technology sectors saw the highest concentration of newly appointed directors with backgrounds in cybersecurity/IT, possibly reflecting these sectors’ risk exposure to cyber incidents or AI-technologies.

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DOL Guidance Creates New ERISA Risks for Proxy Advisory Arrangements

Posted by Joshua A. Lichtenstein, Sharon Remmer, and Jonathan M. Reinstein, Ropes & Gray LLP, on
Tuesday, April 28, 2026
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Joshua A. Lichtenstein and Sharon Remmer are Partners and Jonathan M. Reinstein is Counsel at Ropes & Gray LLP. This post is based on a Ropes & Gray memorandum by Mr. Lichtenstein, Ms. Remmer, Mr. Reinstein, Amy D. Roy, Robert A. Skinner, and Alexa Voskerichian.

Executive Summary

On April 14, 2026, the U.S. Department of Labor (DOL) issued Technical Release 2026-01 (TR 2026-01 or the Release), addressing the application of ERISA’s fiduciary requirements and preemption provisions to proxy advisory services. TR 2026-01 does not amend the DOL’s proxy voting regulation (at 29 C.F.R. § 2550.404a-1); however, it recontextualizes the relationships among ERISA plans, asset managers of plan asset funds, and proxy advisory firms in ways that warrant immediate review of existing arrangements.

In light of this guidance, asset managers and ERISA plan fiduciaries should consider the following actions:

    1. audit existing proxy advisor arrangements against each prong of the DOL’s five-part investment advice test as interpreted under TR 2026-01 to determine whether the arrangement may create an inadvertent fiduciary relationship — and whether restructuring to avoid fiduciary status is appropriate;
    2. assess potential exposure under ERISA § 405 (as a co-fiduciary) where the proxy advisor may be deemed to be a fiduciary; and
    3. monitor for future rulemakings that may amend the regulations to take a harder line on the use of non-pecuniary factors and the tiebreaker test.

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Board Oversight of AI: Do Boards Need AI Experts?

Posted by Avi Gesser, Eric Juergens, and William D. Regner, Debevoise & Plimpton LLP, on
Monday, April 27, 2026
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Avi Gesser, Eric Juergens, and William D. Regner are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Gesser, Mr. Juergens, Mr. Regner, Charu Chandrasekhar, Matthew E. Kaplan and Steven J. Slutzky.

As the use of artificial intelligence (AI) across industries increases rapidly, many boards of directors are considering whether they have the expertise necessary to maintain effective oversight of AI-related opportunities and risks. As the SEC has made clear regarding cybersecurity, boards must find a way to exercise their supervisory obligations, even in technical areas, if those areas present enterprise risks. A frequent question in this context is whether boards should have a director who is an “AI expert.”

In this Debevoise Update, we highlight three considerations for boards evaluating the need for AI expertise in the boardroom.

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Sustainability: Scarce Signals From Significant Resolutions

Posted by Lindsey Stewart, Morningstar, Inc., on
Monday, April 27, 2026
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Lindsey Stewart is the Director of Investment Stewardship Research at Morningstar, Inc. This post is based on his Morningstar report.

Key Observations

  • In 2025, there was a steep drop in the number of shareholder resolutions on sustainability that got significant shareholder support (our definition being at least 30% of independent shareholders).
  • There were only 30 such resolutions in the US in the 2025 proxy year, compared with over 100 in each of the previous five years.
  • These significant resolutions are a useful guide to the sustainability topics institutional investors view as material, so their shrinking number creates an information gap.
  • Despite this, our research is still able to surface some useful trends for investors evaluating asset manager intentionality on environmental, social, and governance topics.
  • Overall, average support for significant resolutions on sustainability remained steady at around 40% for the past three proxy years, down from 54% in 2021.
  • The overall stability in average support for significant resolutions masks continued divergence in voting preferences of US and European asset managers, which has persisted since the 2021 peak.
  • Average support by 20 US asset managers for significant resolutions fell by 11 percentage points to 31% over the past three proxy years. Among 18 European firms, there was only a 3-percentage-point drop to 91% over the same period. US sustainable funds showed a similar stable trend.
  • We see a relationship between firm size and the timing of reductions in support for these proposals. The largest reductions in support by the top 10 US firms by size occurred in the 2024 proxy year. For the next 10 US firms in this study, this happened in 2025.

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A Guide to the Big Three’s Proxy Voting Policies & Guidance on Key ESG Issues

Posted by Lyuba Goltser, Rebecca Grapsas and Eleni Samara, Weil, Gotshal & Manges LLP, on
Sunday, April 26, 2026
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Lyuba Goltser and Rebecca Grapsas are Partners and Eleni Samara is an Associate at Weil, Gotshal & Manges LLP. This post is based on their Weil Gotshal memorandum.

Introduction to the Big Three and ESG Guide

The “Big Three” institutional investors, BlackRock, State Street Investment Management and Vanguard, recently released 2026 proxy voting policies and related guidance applicable to US companies. Companies are well-advised to review these policies and guidance in planning for engagement with the Big Three throughout the year and during the proxy season, and in considering environmental, social and governance (ESG) disclosures going forward.

In this Guide, we:

  • Provide ESG-focused practical guidance for public companies to consider in light of these policies and guidance. See also our alert, Looking to the 2026 Proxy Season: Key Corporate Governance, Engagement, Disclosure and Annual Meeting Topics.
  • Identify changes to the proxy voting policies and guidance of the Big Three on ESG topics for 2026.
  • Summarize the expectations of the Big Three as to company practices and disclosures around selected ESG topics, and highlight where failing to meet expectations may result in votes against directors.

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