At Securities Regulation Institute, SEC Commissioner and Staff Encourage Dialogue with the Agency

The 53rd Annual Securities Regulation Institute (SRI), chaired by Goodwin partner Dave Lynn, was held on January 26-28, 2026. A number of representatives of the Securities and Exchange Commission (SEC) participated in the conference, including Commissioner Mark Uyeda, Jim Moloney, Director of the SEC’s Division of Corporation Finance, and Heather Rosenberger, Chief Accountant, Division of Corporation Finance. Each of these individuals echoed prior statements made by SEC Chairman Paul Atkins that the SEC is open for business and actively seeking dialogue with investors, issuers and other constituents. In his keynote address, Commissioner Uyeda stated that he appreciates a robust discussion of ideas with the securities bar rather than one-way edicts from the government and recognized the need to hear the views of investors before the SEC acts. Mr. Moloney urged the participants to be proactive in making suggestions as the Commission reconsiders many aspects of Regulation S-K, including through the SEC’s new Internet submission form. Ms. Rosenberger discussed the accounting staff’s willingness to work with issuer to understand concerns they may have about accounting regulations and financial statement presentation and encouraged companies to come talk with the staff.

On January 23, 2026, the Staff of the SEC’s Division of Corporation Finance published a number of updates to the Division’s Compliance and Disclosure Interpretations (C&DIs). The updated C&DIs covered a range of topics including lock-up agreements in different contexts, guidance on notices of exempt solicitation and tender offer matters. The new C&DIs with likely the broadest impact are (1) Rule 14a-13 Question 133.02 and (2) Rule 14c-2 New Question 182.01. These interpretations provide timing flexibility for “broker searches” under Rules 14a-1 and 14c-7, permitting registrants to conduct such searches fewer than 20 business days before the record date if they reasonably believe proxy materials will be timely disseminated. Similar relief is provided for registrants unable to meet Rule 14c-2 timing requirements due to unexpected dissident consent solicitations, confirming that disclosure timing issues do not invalidate corporate action.

On January 20, 2026, the SEC announced the senior team from the Division of Corporation Finance responsible for advising Mr. Moloney on all matters the Division has before the Commission, including rulemaking efforts, corporate disclosure matters, and all day-to-day operations needed to fulfill the SEC’s mission. Mr. Moloney stated, “I am pleased that we have assembled such a dedicated and talented group of public servants with such a wide range of experience in the public and private sectors. With their sage advice and leadership, and the work of the rest of the dedicated staff in the division, I am confident that we will effectively and efficiently further the SEC’s mission.” For further discussion, please see this entry in the PCAP Blog. 

On January 21, 2026, the SEC announced that it is seeking candidates to fill a limited number of vacancies on the agency’s Small Business Capital Formation Advisory Committee, which provides advice and recommendations to the Commission on rules, regulations, and policy matters relating to small businesses, including smaller public companies. On January 22, 2026, the SEC announced that it is seeking candidates for appointment as members of the SEC’s Investor Advisory Committee, which advises and consults with the Commission on regulatory priorities; issues relating to the regulation of securities products, trading strategies, and fee structures, and the effectiveness of disclosure; initiatives to protect investor interests; and initiatives to promote investor confidence and the integrity of the securities marketplace. Information on how to apply and the desired qualifications of candidates is set forth in the respective press releases linked above.