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On the first day of the 2025 Proxy Disclosure Conference & 22nd Annual Executive Compensation Conference in Las Vegas, Dave Lynn was a keynote speaker on two panels entitled "Former Corp Fin Staff on Corp Fin's Agenda" and "The SEC All-Stars: Proxy Season Insights." Dave Lynn is a Senior Editor of TheCorporateCounsel.net, CompensationStandards.com, and The Corporate Executive, and is the co-author of The Executive Compensation Disclosure Treatise and Reporting Guide and former Chief Counsel of the SEC's Division of Corporation Finance.
In-between some incorporation by reference jokes, Dave offered a compelling overview of the evolving regulatory landscape at the U.S. Securities and Exchange Commission (SEC), highlighting key developments and predictions that could reshape corporate governance and disclosure practices. Lynn emphasized the significance of public statements from SEC leadership, noting that even informal remarks (such as those from Chairman Atkins) can influence the regulatory landscape. He pointed to a recent policy statement on shareholder proposals, mandatory arbitration and new staff interpretations as signs of potential shifting of priorities. He tied some of these policy statements to an overall theme of reducing regulatory barriers for public companies or companies looking to go public. In addition, he noted that the SEC is using many different forms of guidance or "pulling all the levers" to implement or signal policy changes.
A major theme of Lynn's talk was the broader regulatory environment shaped by executive orders during the Trump administration. These orders required agencies like the SEC to submit rulemakings to the White House before publication, marking a departure from the traditionally independent posture of such agencies. As a result, the SEC's current agenda is heavily focused on revisiting, modifying, or rescinding existing rules and has a different tenor compared to prior SEC administrations.
On shareholder proposals, Lynn predicted changes may be on the forefront. He referenced the SEC's regulatory flexibility agenda and Chairman Atkins' speech questioning whether proposals fall under state law or securities law. Lynn suggested that the rulemaking process could even lead to the elimination of Rule 14a-8, though he acknowledged that many stakeholders may prefer the existing framework for its clarity and consistency.
Lynn also addressed the potential shift in corporate reporting frequency, referencing President Trump's Truth Social post and Trump's earlier push for semi-annual reporting. While the SEC staff solicited public comment on the idea in Trump's previous term, Lynn noted that market expectations driven by analysts and shareholders may keep quarterly reporting intact, even if formal requirements change.
In closing, Lynn noted that capital-raising practices are increasingly influenced by evolving market expectations. His reflections highlight the complex and shifting relationship between policy, politics, and market forces—suggesting that while the direction of securities regulation remains uncertain, meaningful changes may be on the horizon.
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