Today, the Commission proposed amendments to provide public companies with the option of filing one semiannual report, on a new Form 10-S, in lieu of three quarterly reports on Form 10-Q.[1] This proposal is part of my Make IPOs Great Again agenda that is aimed at incentivizing companies to go and stay public.

Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard.

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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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. 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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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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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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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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