Regulation
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Proxy season 2026: What to expect from rule 14a-8 changes
Governance experts share their predictions for the upcoming proxy season following the SEC’s pullback around shareholder proposals Among the tumult of 2025 was a November announcement from the SEC stating that it would reduce oversight of shareholder proposal disputes. Blaming ‘current resource and timing considerations following the lengthy government shutdown,’ the regulator said that it would end ‘substantial’ reviews of no-action requests under rule 14a-8, with the change applying to the proxy season running from October 2025 to September 2026 – as well as anything it hadn’t got to before the decision was made. You can read more about the…
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From shareholder to managerial capitalism: how proxy firm regulation and 14a-8 reform will define IR in 2026
In October 2025, Tesla CEO Elon Musk deployed provocative language characterizing proxy advisors as ‘corporate terrorists’ following ISS’s recommendation that shareholders reject his proposed $1 trn compensation package. Musk argued that ISS and Glass Lewis ‘have no actual ownership themselves’ yet effectively control corporate governance outcomes through their recommendations to investors. This identifies a genuine agency problem: proxy advisors bear no economic consequences from their recommendations.
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IPOs, crypto and deregulation: The SEC prepares for a shift in 2026
Hot off the heels of his NYSE address, SEC chair lays out his vision for the Commission in 2026 and beyond On December 2, 2025, SEC chairman Paul Atkins rang the opening bell at the NYSE and delivered a keynote address titled Revitalizing America’s markets at 250. In a sweeping vision for the future of US capital markets, he argued the rules that over decades have piled up around public companies have made going public costlier and more burdensome – causing the number of listed firms to decline by roughly 40 percent since the mid-1990s. Atkins painted the exchanges not…
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SEC steps back from no-action reviews, leaving proxy season on unstable ground
Regulator will reduce oversight of shareholder proposal disputes in a step critics say will leave investors in ‘legal limbo’ The SEC has changed its rules around how companies seek permission to exclude certain shareholder proposals from proxies, in a move that will make it more difficult for activists to force votes on contentious issues. Earlier this week, the commission’s Division of Corporation Finance announced that it will not substantially review no-action requests under Rule 14a-8 for the 2025-26 proxy season, except for procedural exclusions it specifies in the legislation. The regulator blamed ‘current resource and timing considerations following the lengthy…
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EDGAR Next: what public companies need to do before September 15
New SEC FILING RULES REPRESENT A BIG SHIFT EDGAR Next represents the most significant shift in SEC filing access in over two decades. Beginning September 15, 2025, public companies must transition to a more secure, role-based access system that replaces shared credentials with individual login.gov accounts. Failure to comply may result in loss of filing access and missed disclosure deadlines. To avoid disruptions in filing access, enrollment should be completed between March 24 and September 12, 2025. Although the enrollment window remains open until December 19, filings cannot be submitted until the process is finalized, potentially delaying time-sensitive disclosures. Filers…
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SEC releases decisions on DEI proposals under new 14a-8 guidance
The SEC’s initial decisions on whether companies may exclude shareholder proposals under new guidance continue to suggest no blanket indicators of how the agency’s staff will land on certain topics – including in the high-profile diversity, equity and inclusion (DEI) space. That’s according to another provisional analysis by IR Impact sister site Governance Intelligence of 14a-8 decisions published by the division of corporation finance since it released Staff Legal Bulletin (SLB) No 14M on February 12
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SEC nixes 14a-8 guidance that widened path for ESG proposals
The SEC has dropped guidance on the parameters by which companies may seek go-ahead to exclude shareholder proposals from their proxy statements.
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A pared-back CSRD might sound good, but ESG-minded investors won’t be happy
Rumors have been swirling around ESG-focused news outlets that the European Commission is expected to ‘heavily water down’ the requirements of its reporting regulation
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Why the return of Trump heralds a year of change for IR teams
As we kick off 2025, there is one topic that is front of mind for just about every IR team: what impact will the new US administration have on my company, sector and IR activities? At the current time, there are many, many questions – and essentially no clear answers. We can start, however, to sketch out some of the areas where Donald Trump’s second term may bring about change for the IR world. First up, tariffs. Trump campaigned on a promise to raise levies on foreign goods, with a particular focus on China, Canada, Mexico and the European Union.…
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As Elon Musk joins Donald Trump’s cabinet, Tesla’s investors should be wary
The billionaire’s attentions are likely to be even more divided in 2025 As the dust settles after the US election last week, returning president Donald Trump is starting to assemble the team that will manage his second administration. The incoming cabinet includes controversial appointments like congressman Matt Gaetz as attorney general, Florida Senator Marco Rubio as secretary of state and former congresswoman Tulsi Gabbard as director of national intelligence. But the move most likely to raise eyebrows on the capital markets – at least until a replacement for SEC chair Gary Gensler is announced – is that of Elon Musk…
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What it means to be a primary information provider
Why IROs should care about the FCA’s latest designation
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Trump’s victory may not mean what you think it does for ESG disclosures
While the SEC’s climate rule could be axed, many companies will still need to build out their ESG disclosures Rather than weeks or months of damaging uncertainty, the US presidential election delivered a surprisingly swift and clear verdict this week, with Donald Trump quickly projected as having an unassailable lead over Kamala Harris. That means commentary can now turn to what a Trump second term will look like. For the IR profession, major changes are afoot given that the Republican candidate pledged in July to fire SEC chair Gary Gensler on his first day in office. In the comments, Trump…
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When the SEC calls: Recommendations for IROs caught up in an enforcement action over reporting or accounting issues
Q&A with David Oliwenstein, a partner at law firm Pillsbury Winthrop Shaw Pittman and former staffer at the SEC’s division of enforcement
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What the UK’s new securitization rules mean for issuers, investors and IROs, according to lawyers
The proposed framework, while complex, could reduce legal burdens and make the UK market more flexible and competitive
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CSRD as de facto global standard: Inside the minds of SEC influencers
Steve Soter of Workiva on adapting to the world of non-financial information, CSRD as the global standard and the importance of plain English
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Get specific on risk: Inside the minds of SEC influencers
Deep Quarry founder Olga Usvyatsky talks about what transparency really means, why risk factors need to be more specific, and more
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The regulators are coming – but you don’t have to run for the hills
Act now if you want to skate to where the puck is going to be
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Delisting from the US: Chinese firms prove popular over the counter
Big names delist as China seeks foreign investment for public firms under its rules and regulations
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The story behind Robinhood’s decision to halt GameStop buying
During a congressional hearing into GameStop, Reddit and alleged market manipulation, Robinhood’s CEO advocated for changes to clearing house rules
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