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. Tue, 08 Sep 2026 11:32:44 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.10 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png SEC Issues New Guidance Clarifying Ability of Schedule 13G Filers to Engage with Other Investors and Issuers – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 SEC Issues New Guidance Clarifying Ability of Schedule 13G Filers to Engage with Other Investors and Issuers https://corpgov.law.harvard.edu/2026/09/07/sec-issues-new-guidance-clarifying-ability-of-schedule-13g-filers-to-engage-with-other-investors-and-issuers/?utm_source=rss&utm_medium=rss&utm_campaign=sec-issues-new-guidance-clarifying-ability-of-schedule-13g-filers-to-engage-with-other-investors-and-issuers https://corpgov.law.harvard.edu/2026/09/07/sec-issues-new-guidance-clarifying-ability-of-schedule-13g-filers-to-engage-with-other-investors-and-issuers/#respond Mon, 07 Sep 2026 11:30:09 +0000 https://corpgov.law.harvard.edu/?p=183746?d=20260904150230EDT Posted by Andrew Freedman, Kenneth S. Mantel, and Andrew J. Astore, Olshan Frome Wolosky LLP, on Monday, September 7, 2026
Editor's Note:

Andrew Freedman is a Co-Managing Partner, Kenneth S. Mantel is a Partner, and Andrew J. Astore is an Associate at Olshan Frome Wolosky LLP. This post is based on their Olshan memorandum.

On September 2, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued new Corporation Finance Interpretations (“CFIs”) in Q&A format regarding how Schedule 13G filers can engage with other investors and issuers without jeopardizing their Schedule 13G eligibility. These CFIs address beneficial owners of more than five percent of an issuer’s equity securities that are required to file on Schedule 13D or 13G and who, among other things, do not hold the securities with the purpose or effect of changing or influencing the control of the issuer. The new guidance supplements earlier CFIs from February 2025 that broadly chilled engagement of both dissident investors and issuers with significant passive shareholders, thereby decreasing investor and issuer visibility into their views.

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