Capital Markets & Securities Law Watch

On November 17, 2025, the staff (the Staff) of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) announced a significant shift in its approach to the shareholder proposal process for the upcoming 2025-2026 proxy season. The Staff will no longer respond to most no-action requests under Exchange Act Rule 14a-8, which permits qualifying shareholders to place proposals in a public company’s proxy materials, while allowing issuers to omit proposals that fall within the rule’s procedural or substantive exclusions. Rule 14a-8 is a longstanding point of contention between issuers and proponents of socially and operationally significant shareholder proposals. This guidance fundamentally alters how the Division will address exclusion requests and increases uncertainty for issuers preparing proxy materials.

In an address delivered on November 12, 2025 at the Federal Reserve Bank of Philadelphia, Securities and Exchange Commission (SEC or Commission) Chairman Paul S. Atkins outlined the next phase of the SEC’s “Project Crypto,” advocating for clarity and fairness in the regulation of digital assets.

On November 13, 2025, following the end of the federal government shutdown, the Securities and Exchange Commission (SEC) issued guidance that offers much‑needed clarity to issuers, underwriters, and advisors navigating filings made during and immediately after the shutdown. With more than 900 registration statements filed during the shutdown, questions quickly mounted regarding automatic effectiveness, the treatment of missing information under Rule 430A, acceleration mechanics, and the status of filings already in the review pipeline. The staff (the Staff) of the SEC’s Division of Corporation Finance (the Division) addressed these topics directly through a series of Questions and Answers. This alert explains the guidance, describes the practical implications for capital markets and M&A participants, and recommends near‑term steps to adapt filing and transaction timelines.

ExxonMobil Corporation (Exxon) recently made headlines as the first U.S. public company to receive a green light from the SEC for a retail voting program based on Standing Voting Instructions (SVIs), officially known as the Exxon Voter Pool.

On September 17, 2025, the Securities and Exchange Commission (SEC or the Commission) released a policy statement (the Policy Statement) addressing its approach to mandatory arbitration provisions in the governing documents of companies intending to go public (each, an Issuer).

On 15 July 2025, the Financial Conduct Authority (FCA) released Policy Statement PS25/9, confirming the final rules under the Public Offers and Admission to Trading Regulations 2024 (POATRs). These reforms overhaul the UK’s prospectus regime, replacing the retained EU Prospectus Regulation and taking effect from 19 January 2026. The new framework aims to simplify capital raising, reduce costs for issuers and enhance the UK’s competitiveness as a listing venue. 

The FCA’s reforms are part of a broader government strategy to ensure regulation is targeted, proportionate and growth-oriented. They follow extensive consultation, including CP24/12 and CP25/2, and reflect recommendations from Lord Hill’s UK Listing Review and the Secondary Capital Raising Review.

The New York Stock Exchange (NYSE) has relocated its Chicago-based electronic exchange to Dallas, Texas, rebranding it as NYSE Texas (NYSE Texas). The move is intended to capitalize on Texas’s pro-business environment and the state’s significant concentration of NYSE-listed companies. 

On July 2, 2025, the U.S. Securities and Exchange Commission reached a preliminary settlement with SolarWinds Corp. and its chief information security officer in an effort to resolve a data breach case claiming that SolarWinds defrauded investors by concealing failures in its cybersecurity practices ahead of a major Russia-linked data breach in 2020.

On May 6, 2025, the Chairman of the Securities and Exchange Commission (SEC), Paul Atkins, informed SEC staff that the agency had reduced its full-time headcount by 15% across various offices and divisions since the start of the federal government’s fiscal year in October 2024.

California’s Climate Accountability Package (the CAP) requires large public and private companies doing business in California to disclose their greenhouse gas emissions and mandates that certain companies publicly report on their climate-related financial risks and the measures they are taking to address those risks. Recent amendments have left implementation timelines largely unchanged. While legal challenges to the CAP continue and final guidance has not yet been published, companies should prepare to comply as the regulatory environment evolves.

On June 30, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) revised two and eliminated one of its Compliance and Disclosure Interpretations (C&DIs) related to the disclosure of environmental proceedings under Item 103 of Regulation S-K. These changes updated Questions 105.01 and 105.03 pursuant to the August 2020 modernization of Items 101, 103, and 105. The Division also withdrew its previous guidance that administrative or judicial proceedings arising under “local provisions” in Item 103(c)(3) encompass environmental actions brought by a foreign government.

On June 23, 2025, the first-ever prosecution for bad-faith use of 10b5-1 trading plans resulted in Terren Scott Peizer, the former CEO and executive chairman of the publicly traded company Ontrak, Inc., being sentenced to 42 months in prison and ordered to pay $17.9 million in fines and restitution. A California federal district court found that Peizer had entered into Rule 10b5-1 plans in bad faith and while in possession of material nonpublic information to avoid more than $12.5 million in losses related to the termination of a large customer contract.

Following a series of executive orders issued by the Trump administration targeting DEI initiatives, many companies have made significant changes to their proxy statements this season. Disclosures relating to racial and gender diversity were once considered essential, and while proxy advisory firms continue to consider such disclosures when making voting recommendations, now many companies are skirting around the topic or eliminating any mention of diversity altogether. 

On June 4, the SEC published a concept release focusing on whether the current definition of “foreign private issuer” still makes sense in light of dramatic shifts in market structure and issuer profiles. The SEC seeks public comment on whether, and how, it should redefine “foreign private issuer” to better protect investors and promote capital formation.

On May 16, 2025, the SEC’s Division of Corporation Finance issued new and revised Compliance and Disclosure Interpretations (C&DIs) regarding public utility securitizations. These C&DIs were issued following a no-action letter issued to the Securities Industry and Financial Markets Association that clarified certain ambiguities related to Rule 192 under the Securities Act of 1933, the securitization conflicts-of-interest rule.

On May 12, 2025, the Securities and Exchange Commission hosted its fourth roundtable with the Commission’s Crypto Task Force, titled “Moving Assets On-chain: Where TradFi and DeFi Meet.” The SEC’s Commissioners largely expressed optimism about integrating blockchain technology into securities markets, anticipating flexibility and interoperability as well as the Commission’s ability to adapt. However, dissenting opinion expressed skepticism, warning of unresolved risks and urging regulatory restraint, highlighting a divide within the Commission on how favorably it will treat asset tokenization. For more information and resources, visit our Public Company Gateway page, a one-stop portal for the latest legal and regulatory developments as well as key checklists, guides, and other pragmatic desktop tools.

The Texas Governor signed a bill that raises the bar for shareholder proposals for Texas corporations. The new law, signed by Governor Abbott on May 19, 2025, has major implications for shareholders of certain Texas corporations and is part of a larger effort to make Texas more business-friendly.

On April 30, 2025, the Financial Services Committee of the U.S. House of Representatives voted to advance a draft bill that would abolish the Public Company Accounting Oversight Board (PCAOB) and shift its oversight duties to the SEC. 

On April 1, 2025, the SEC approved the launch of the Green Impact Exchange (the GIX), which will be the first sustainability-focused stock exchange in the United States. Trading on the GIX is expected to begin in early 2026. The exchange aims to provide a marketplace for environmentally responsible companies and attract investors committed to advancing environmental sustainability.