At this year’s SRI, a few themes popped up in panels across a range of topics: disclosure trends; governance priorities; and frequently discussed interpretive questions.
IPO Comment Letter Timing: Still Long, but Improving
Initial comment letters for IPOs are still currently taking longer than the 30-day target reflective of both filing volume and working down the significant backlog following the Fall 2025 government shutdown.
However, there is optimism that overall timing trends are moving in a more favorable direction, even as new filings continue to come in with the caveat that current funding resolution expires January 30, 2026, so the future is unpredictable.
Executive Compensation: Keep It Simple and Focused
For companies preparing CD&A disclosure, panelists emphasized a more streamlined approach: simplify the discussion and eliminate unnecessary repetition or duplication across sections.
Some other pointers that came from panelists are to clearly delineate between compensation that is granted and compensation that is ultimately realized, as this distinction is often critical to investor understanding; and where feasible, provide greater transparency around performance targets (remaining mindful of course, of need to balance meaningful disclosure with legitimate competitive sensitivities). If applicable, address disclosure of costs related to CEO security arrangements, an area that continues to draw attention.
AI: Front and Center
AI was a recurring theme, with panelists focused on practical oversight and mindful use of these tools. It is important to understand how AI is being used or how it is planned to be used. Ensure board oversight is tailored accordingly while building the board’s fluency around AI use cases, e.g., how AI supports strategy, and the governance structures management uses to make decisions. It is important to assess both the risks of using AI and the risks of falling behind competitors, with regulatory considerations becoming an increasing focus.
Life Sciences Licensing Arrangements: Predecessor Financials
Panelists also addressed the recurring issue for life sciences companies of whether or not predecessor financial statements may be required in connection with license arrangements. Not all license arrangements constitute the acquisition of a business as the analysis is highly fact specific.
Key considerations are whether the licensee is, in substance, succeeding to the operations of the licensor; the stage of development of the licensed asset; whether the license is exclusive; and how the licensee is permitted to use the intellectual property relative to the licensor’s ongoing or historical activities. Applicable accounting considerations, including whether a transaction results in a change in control, must be carefully evaluated as part of the overall analysis.
Concluding Thoughts
Taken together, these themes reflect an emphasis on thoughtful, tailored disclosure and governance practices that are responsive to evolving business models, investor expectations, and regulatory considerations. Across sessions, panelists highlighted the value of clear, decision-useful disclosure and early attention to complex or emerging issues, particularly in areas where facts and circumstances can vary significantly from company to company.
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