SEC’s Division of Corporation Finance Provides Post-Shutdown Guidance

On November 13, 2025, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued guidance on the processing of pending filings following an end to the government shutdown. The release notes that, during the government shutdown, issuers filed more than 900 registration statements. In an effort to provide transparency to issuers with pending filings, the Division has provided a series of Questions and Answers that address issues related to pending Securities Act registration statements, preliminary proxy and information statements and Form 10 filings. See the Goodwin PCAP blog post referenced below for more detailed discussion of the guidance.

Glass Lewis has released the results of its 2025 annual policy survey. The proxy advisory firm highlights the following four findings:

• 85% of investors and 76% of non-investors say they do not base governance votes solely on financial performance.
• With Texas and Nevada amending their laws to attract more companies, 50% of investors are focusing more on shareholder rights when assessing reincorporation.
• 44% of U.S. investors view the CEO-to-median-employee pay ratio as “not important”, compared to just 8% of non-U.S. investors.
• U.S. based investors are far more likely to ignore diversity factors in their evaluation of boards (42%) compare

Other topics discussed include make-whole and time-based executive compensation awards, ownership thresholds for shareholder actions and board diversity. A full copy of the survey can be downloaded from the Glass Lewis website.

Institutional Shareholder Services (ISS) has announced that, from November 10, 2025 to November 21, 2025, companies subject to proxy statement review by the firm may review and submit changes they have made to their self-selected peer groups for their next proxy disclosure. For companies that do not submit any information, the proxy-disclosed peers from the company’s last proxy filing will automatically be factored into ISS’ peer group construction process. ISS notes that it considers companies’ self-selected peer groups as an important input in developing its own peer group construction methodology; however, the firm typically does not mirror the self-selected peer group in preparing its own.

In litigation brought by the U.S. Chamber of Commerce and others challenging the constitutionality of the State of California’s Corporate Greenhouse Gas Reporting Program and the Climate-Related Financial Risk Disclosure Program, the U.S. Court of Appeals for the Ninth Circuit announced that it has scheduled arguments for an unspecified date in January 2026 to consider a lower court’s denial of an injunction against implementation of the regulations. The regulations are slated to take effect on January 1, 2026, so the hearing would occur after the scheduled effectiveness of the disclosure requirements. The order was issued in response to plaintiffs’ petition for an expedited hearing, given that the regulations “require covered companies to publish State-mandated reports as soon as January 1, 2026, compelling them to speak the State’s preferred views on climate change, and Plaintiffs’ members are currently incurring unrecoverable compliance costs.” The motion indicates that the plaintiffs may seek U.S. Supreme Court review of the lower court’s denial of the injunction prior to year end if the plaintiffs deem it “necessary.”