Monthly Archives: May 2026

Statement by Commissioner Uyeda on Proposing Release for Semiannual Reporting

Mark T. Uyeda is a Commissioner of the U.S. Securities and Exchange Commission. This post is based on his recent statement. 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.

Quarterly reporting has its roots in post-World War II industrial recovery.[1] But is there any particular magic to quarterly reporting? Why not monthly? Or weekly? Or real-time reporting? Modern technology makes faster and more frequent reporting possible, but that does not necessarily mean it is better. On the other hand, should the Commission continue to mandate a quarterly reporting cycle at all? If investors are unsatisfied with the cycle of corporate financial reporting, they will attach higher risk to that company and raise the cost of capital.

Today, the Commission proposes changes to our reporting framework to give companies more options in fulfilling their reporting obligations. A framework built nearly 75 years ago, when public companies tended to be in manufacturing and the roles of institutional investors and asset managers in the markets were different, should not be presumed to serve all companies optimally in 2026. This proposal would permit companies that go—and remain—public to be subject to a more flexible SEC reporting framework. Specifically, the Commission proposes to allow companies to meet their Exchange Act interim reporting obligations[2] by filing semiannual reports on new Form 10-S, rather than quarterly reports on Form 10-Q. The Commission is also proposing corresponding amendments to Regulation S-X to facilitate this change.

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Defending the Disclosure Ecosystem: The Essential Role of Shareholder Proposals and Regulation S-K

Sanford Lewis is General Counsel, Khadija Foda is an Associate Counsel, and Tanya Agarwal is a Research Associate at the Shareholder Rights Group. This post is based on an SEC comment letter submitted by the Shareholder Rights Group.

The SEC Division of Corporation Finance is conducting a comprehensive review of Regulation S-K, and Chairman Paul Atkins has indicated that the current disclosure regime elicits significant volumes of immaterial information. As such, it appears the agency will seriously consider revisions to reduce disclosure requirements.

However, paring back Regulation S-K disclosures would harm a critically valuable disclosure ecosystem that provides investors with information on emerging risks and helps investors assess their portfolio companies and engage in stewardship in alignment with their fiduciary duties. Shareholder proposals and Regulation S-K disclosures work together in this ecosystem of disclosures. Shareholder engagement often leads to voluntary reporting, which, in turn, informs and ultimately expands Regulation S-K disclosures.

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SEC Enforcement FY2025 Results Signal Shift in Priorities in Direct Critique of Prior Administration

Lara Shalov Meharban, Ranah Esmaili, and Steve Cohen are Partners at Sidley Austin LLP. This post is based on their Sidley memorandum.

On April 7, 2026, the SEC Division of Enforcement published its annual enforcement results for the 2025 fiscal year (October 2024 through September 2025). The Division reported 456 total enforcement actions, the lowest number in at least 20 years, including 303 “stand-alone” actions; 69 “follow-on” administrative proceedings arising from other civil, criminal, or administrative events; and 84 actions against delinquent filers. The SEC also reported approximately $17.9 billion in monetary relief.

These results were published several months later than is typically expected. The following day, the SEC announced that David Woodcock, a law firm partner and former Director of the SEC’s Fort Worth Regional Office from 2011 to 2015, will be appointed Director of Enforcement, effective May 4, 2026. Woodcock is a well-known and widely respected attorney with experience in both government and private practice.

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Why Employee Share Ownership Matters for Long-Term Value Creation

Nicolai Tangen is the Chief Executive Officer, Carine Smith Ihenacho is the Chief Governance and Compliance Officer, and Shilpi Nanda is a Policy Advisor at Norges Bank Investment Management. This post is based on their NBIM memorandum.

Our view

  • Employee share ownership can create long-term value for companies, shareholders, employees and society.
  • Plans work best when they are offered broadly across the workforce, transparent in design, and complementary to wages.

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Chancery Finds Investment Manager’s Board May Have Breached Fiduciary Duties, Aided and Abetted by the Buyer

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Steven Steinman, Colum Weiden, and Roy Tannenbaum; and is part of the Delaware law series; links to other posts in the series are available here.

In YWCA of Rochester and Monroe Cty. v. Hatteras Funds (Mar. 27, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, found that an investment manager (serving as a general partner of the master fund of a group of closed-end, registered investment funds), its controller, and its directors may have breached their fiduciary duties in connection with the sale of all of the assets of the master fund, aided and abetted by the buyer. The limited partnership agreement provided that the directors had the same duties as directors of a Delaware corporation. Four of the five directors were purportedly independent directors.

The court held that the plaintiff’s allegations supported a reasonable inference that the defendants breached their fiduciary duties when: (i) to solve liquidity issues, they approved the asset sale, in which the master fund’s diversified portfolio of investments was exchanged for illiquid securities of a problematic buyer, in violation of the fund’s diversification policy; (ii) after the asset sale, and without informing the limited partners, they failed to pursue a dissolution plan they had contemplated as a second-step to the asset sale; and (iii) after the asset sale, they continued to pay the investment manager the same 1% management fee although it then managed only a single asset (and, moreover, allegedly did little or nothing to manage that asset). Also, the court held that the buyer may have aided and abetted the breaches of fiduciary duties by the investment manager and its controller, as the buyer, allegedly, committed that it would financially support their efforts to create new funds, which created a conflict of interest for them.

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The Path to the Boardroom for Technology Executives

Katrien Demeester is the Belgium Country Manager and a Managing Director, Art Hopkins is the Global Head of the Technology Officers Practice, and Jesse Reich is the Global Leader of the Technology Officers Practice at Russell Reynolds Associates. This post is based on a Russell Reynolds memorandum by Ms. Demeester, Mr. Hopkins, Mr. Reich, Suya Xiong, George Head, and Brooke Pastroff.

In boardrooms, technology has shifted from a specialist topic to a shaper of strategy, risk, capital allocation and competitiveness. However, leaders who have run enterprise technology functions remain a minority in most boardrooms.

As boards enhance governing AI adoption, cyber resilience, and digital operating models, the demand for directors with tech expertise is increasing. The good news is that there is a large population of untapped technology leadership talent for boards to consider. Russell Reynolds Associates’ recent analysis of 398 public company boards across major indices and regions found that, while nearly half include at least one director with senior technology officer experience, only a small share of chief information officers (CIOs) and chief technology officers (CTOs) from these indices currently hold board seats.

The question now becomes: what skills do senior technology officers with board aspirations need to develop?

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Socially Minded Investors and Corporate Behavior

Merritt B. Fox is the Arthur Levitt Professor of Law at Columbia Law School and Menesh Patel is a Professor of Law at UC Davis School of Law. This post is based on their recent article.

The primary focus of the contemporary study of corporate governance is minimizing agency costs. Standard models assume that the principal—a firm’s shareholders—all seek to maximize risk-adjusted returns and thus uniformly wish their agent—the firm’s managers—to maximize share value. In reality, many equity investors, at least if fully informed, would be willing to sacrifice a portion of their returns to advance one or more socially-oriented objectives, particularly given our worsening social and environmental problems and waning faith in government’s ability to cure them.

In a new paper, we apply the teachings of corporate governance and financial economics to answer two questions, one positive and one normative: (1) given existing law, are these willing-to-sacrifice equity investors actually affecting firm behavior; and (2) should there be legal reform that makes firms more sensitive to these investors’ preferences?

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What Explains the Rise in CEO Age?

Valentin Kecht is a Ph.D. candidate at the University of Bonn, Alessandro Lizzeri is the Stanley G. Ivins Class of ’34 Professor of Economics at Princeton University, and Farzad Saidi is a Professor of Financial Economics at the University of Bonn. This post is based on their recent paper.

CEO age has risen sharply over the past several decades. In a recent NBER working paper, we document this striking trend, examine associated trends in career profiles and discuss potential explanations. The evidence suggests that changes in demographics, education, or tenure cannot by themselves account for the age increase. What can? Our results point to firms placing more value on diversified managerial experience in response to operating environments that have become increasingly uncertain and complex. We also establish that prospective CEOs broaden their skill portfolios as demand for generalist skills rises.

These results point to an important trade-off boards face: while older CEOs tend to run firms that are slower-growing and less innovative, their more risk-averse management style can also help navigate difficult market environments.

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Weekly Roundup: April 24-30, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of April 24-30, 2026

Financial Institutions M&A Key Trends and Outlook


The Deepening DEI Dilemma


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


Sustainability: Scarce Signals From Significant Resolutions


Board Oversight of AI: Do Boards Need AI Experts?


DOL Guidance Creates New ERISA Risks for Proxy Advisory Arrangements


Assessing Skills and Experience on US Boards


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


SEC Permits Accelerated Offering Period for Certain Tender Offers




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


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