Business Law and Corporate Law

On August 14, 2026, the Securities and Exchange Commission’s Division of Corporation Finance issued a statement announcing that it will no longer respond to any no-action requests under Exchange Act Rule 14a-8, reflecting the SEC staff’s decision to completely discontinue no-action guidance to companies seeking to exclude shareholder proposals from their proxy materials under the process provided under the rule.

The SEC's Division of Corporation Finance has indefinitely withdrawn from its longstanding role in resolving disputes between public companies and shareholders over proxy material exclusions. This significant policy shift, effective immediately, eliminates the Division's review of no-action requests under Exchange Act Rule 14a-8, fundamentally altering the shareholder proposal process that has been in place for decades.

The SEC's Division of Corporation Finance has announced it will no longer respond to companies' no-objection or no-action requests under Rule 14a-8, marking the final step in ending decades of informal staff guidance on shareholder proposal exclusions. Companies must still comply with Rule 14a-8(j)'s notice requirements when excluding proposals, but will now make exclusion determinations without SEC staff input.

Patsy Doerr, Chief People & Culture Officer at LRN, joins Lowenstein Sandler's Real Talk podcast to share her extensive experience in driving inclusive leadership initiatives and building ethical workplace cultures across global organizations. The conversation explores her career journey and the critical elements needed to advance inclusion, talent development, and leadership in today's corporate environment.

The ICC International Court of Arbitration has reached a historic milestone with its 30,000th case registration in 2025, while simultaneously introducing groundbreaking rule changes that eliminate mandatory terms of reference for the first time in over a century. What do these developments mean for the future of international arbitration, and how are gender diversity initiatives reshaping the composition of arbitral tribunals?

A divided Eleventh Circuit panel has affirmed a preliminary injunction blocking Florida's Stop WOKE Act from restricting classroom instruction at public universities, finding the law's viewpoint-based limitations likely violate the First Amendment. The court rejected Florida's argument that professors' classroom speech constitutes government speech subject to unrestricted state control, instead emphasizing the special constitutional status of academic freedom and open inquiry in higher education. While the

Executive employment agreements require careful attention to interconnected provisions that affect compensation, severance, tax treatment, and post-employment obligations. Understanding how bonus structures...

The Delaware Court of Chancery issued its first interpretation of the 2025 amendments to Section 144 of the DGCL in a derivative lawsuit challenging director compensation decisions at Fidelity National Financial. The decision establishes how courts will apply the amended statute's safe-harbor provisions for conflicted transactions and its presumption of director independence, while confirming that director self-compensation remains subject to heightened judicial scrutiny.

When employees leave a startup, they typically have just 90 days to exercise their vested stock options or lose them forever—a deadline that can force departing team members to forfeit equity they genuinely earned if they cannot afford the exercise price and tax bill. Some high-profile companies have responded by extending this window to seven or even ten years, but does this employee-friendly gesture create unintended consequences for cap tables, tax treatment, and the employees who stay?

The SEC's Division of Corporation Finance has announced a significant policy shift regarding shareholder proposals under Exchange Act Rule 14a-8, eliminating its longstanding practice of responding to no-action letter requests. Companies must now independently determine whether shareholder proposals may be excluded from proxy materials without the benefit of Division guidance or feedback. This change fundamentally alters the shareholder proposal process that has been in place for decades.

The SEC's proposal to permit semiannual reporting offers public companies greater flexibility over periodic disclosure timing, but market forces and investor expectations may keep quarterly reporting as the dominant practice. Survey data reveals that most companies would either maintain Form 10-Q filings entirely or continue quarterly earnings releases while adopting semiannual SEC filings, raising questions about whether the regulatory change will meaningfully reduce compliance burdens or simply shift

This newsletter roundup covers critical regulatory developments affecting public companies, including the SEC's new enforcement unit targeting financial fraud, analysis of semiannual reporting proposal comments, FinCEN's permanent removal of beneficial ownership reporting requirements, and Glass Lewis insights on shareholder proposals. The comprehensive update spans August 1-14, 2026, providing essential guidance for corporate compliance and governance professionals.