SEC Launches Rule Proposal to Enable Expanded Use of Electronic Delivery for Required Investor Communications

On July 16, the Commission announced proposed Regulation E-Delivery, a proposed set of rules that would expand the ability of issuers, broker-dealers, investment advisers, and others to use electronic delivery to satisfy information delivery requirements under the federal securities laws. Under the proposal, electronic delivery (e-delivery) could become the default method for issuers, market intermediaries, and others to communicate with investors subject to certain conditions (essentially the opposite of the current requirement to provide reports and disclosures in paper format unless recipients affirmatively opt in to e-delivery). The SEC also released a three-page Fact Sheet that summarizes the proposal.

The new rules are subject to formal Commission approval and a public comment period, which will remain open for 60 days following publication of the proposing release for Regulation E-Delivery in the Federal Register.

On July 7, the Commission published its updated 2026 Regulatory Agenda, which sets forth the SEC’s rulemaking priorities. In his statement accompanying the new agenda, SEC Chairman Paul Atkins stated, “[The agenda] reflects the robust rulemaking we are pursuing under my chairmanship. Now that we are just over one year into my tenure, we have made significant progress in returning the agency to its core mission of protecting investors; facilitating capital formation; and maintaining fair, orderly, and efficient markets – a charge that will guide the Commission as we continue to enact this important agenda.” Several items on the agenda currently in the proposed rule stage are likely to be of particular interest to public companies, including disclosure reform, executive compensation disclosure reform, registered offerings reform, and optional semiannual reporting. The agenda also includes items on foreign private issuer eligibility, crypto assets, shareholder proposal modernization, and exempt offering pathways.

On July 9, Chairman Atkins gave a speech at the Society for Corporate Governance Conference. He covered a variety of topics and spoke at some length on the Rule 14a-8 shareholder proposal regime, referencing the announcement in November 2025 by the SEC’s Division of Corporation Finance that it would not respond to companies’ no-action requests during the 2025-2026 proxy season, other than requests submitted under Rule 14a-8(i)(1). In looking back at the first half of 2026 proxy season, Chairman Atkins noted:

Following the Division’s announcement, some skeptics predicted that companies might systematically exclude most or all proposals that they receive. Others, meanwhile, cited litigation risk or adverse recommendations from proxy advisors as reasons why companies might include proposals that they believed were excludable under Rule 14a-8.

Nearly eight months later, it is clear that neither of these dire predictions materialized, and I am happy to report that the world did not end simply because the Commission staff stopped responding to no-action requests.

[M]y my greatest takeaway is that the Commission staff’s interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements.

It seems unlikely that there will be a return to the no-action letter process for Rule 14a-8 shareholder proposals that was in place before November 2025. Chairman Atkins also made clear that the SEC will be re-evaluating all aspects of Rule 14a-8 and “what is the federal government’s appropriate role in regulating shareholder proposals.”

On July 9, 2026, the staff of the SEC’s Division of Corporation Finance issued six new Corporation Finance Interpretations (CFIs), including Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting CFIs 105.08, 105.09, 105.10, 110.09, and 110.10 and Proxy Rules and Schedules 14A/14C CFI 155.02. The new guidance addresses several recurring issues in the shareholder activism context, including the treatment of cash-settled total return swaps, Schedule 13D disclosure obligations for activist investment vehicles, and participant status under the proxy rules. Please see our PCAP Blog entry with more detail on the new interpretations.

On July 6, the North American Securities Administrators Association (NASAA) filed a comment letter with the SEC with its views on the proposed rule allowing for optional semiannual reporting by public companies. The NASAA is a network of 68 state and provincial securities regulators in the United States, Puerto Rico, Guam, the U.S. Virgin Islands, Canada, and México. In its comment letter, the NASAA comes out against the proposal, arguing that it will “raise capital costs, reduce liquidity, weaken investor confidence, facilitate fraud and exacerbate certain reporting risks.” It goes on to state, “Such costs are not justifiable, especially given data which shows that other jurisdictions who have made this change have experienced no significant stimulation to their public markets. Further, both prominent investors and sound research agree that changing to semiannual reporting will not fix short-termism and may in fact make it worse.”

With respect to short-termism, the comment letter cites findings that the practice of issuing earnings guidance, rather than the need to make Form 10-Q filings, drives short-termism, and argues that the semiannual reporting proposal does nothing to address that issue. On the facilitating fraud assertion, the NASAA asserts that, for those companies that adopt semiannual reporting, the proposal will increase the likelihood of insider trading and eliminate the role of quarterly reporting in keeping accounting fraud at bay.

On July 13, the Office of the Advocate for Small Business Capital Formation, in partnership with the SEC’s Division of Corporation Finance, hosted a roundtable discussion on modernizing the IPO process. Representatives from the SEC staff joined with attorneys, investment bankers, and representatives from securities exchanges to discuss ways to improve capital raising. A video replay of the roundtable has been posted here.

There was general support to allow for optional semiannual reporting; however, the panelists agreed that it is difficult to predict how many companies would follow that route. Most likely, decisions would be driven by capital-raising needs, the approach taken by peers/competitors, and practical considerations such as debt covenant language.

With respect to capital raising, there was positive feedback on the rulemaking proposals to make Form S-3 registration statements more widely available. In the context of facilitating more initial public offerings (IPOs), panelists provided several suggestions:

• Ease the timing on restrictions on research analysts in the IPO process; allow them to weigh in on valuation earlier.
• Reduce or eliminate the 15-day waiting period between the public flip from a confidential registration statement to IPO launch.
• Address the significant time and expense needed to prepare a company’s financial statements to comport with public company accounting guidelines; consider whether the PCAOB requirements are more rigorous than they need to be.
• Ease or eliminate the gun jumping rules given the myriad ways that companies now communicate with the public, particularly when there is no reference to an IPO or offering.
• Eliminate any differences between companies that have gone public through a traditional underwritten offering and those that have gone public via a de-SPAC or reverse merger.

The SEC announced that its Small Business Capital Formation Advisory Committee will meet on July 21 to explore ways to modernize public market access and encourage IPOs and small company capital formation. The meeting will be open to the public and held at the SEC’s headquarters at 100 F Street, NE, Washington, DC. The discussion will be streamed live on SEC.gov. The committee was formed to provide a formal mechanism for the Commission to receive advice and recommendations on Commission rules, regulations, and policy matters relating to small businesses, including smaller public companies. The agenda for the meeting will be centered on a review of proposed rule amendments to:

• Allow companies to file semiannual reports in lieu of quarterly reports;
• Make Form S-3 available to significantly more issuers and extend certain registration and communication benefits; and
• Enhance emerging growth company accommodations and simplify filer status for reporting companies.

On July 7, the SEC announced the formation of a Retail Fraud Working Group designed to strengthen the SEC’s Division of Enforcement’s efforts to identify and combat fraud targeting everyday investors. As described in the release:

The Retail Fraud Working Group will leverage staff and resources across the Commission to identify fraud and other misconduct targeting retail investors, including offering frauds, pump-and-dump schemes, market manipulation, and breaches of duties to customers by investment advisers and broker dealers. The working group will serve as a dedicated resource for proactive case generation, play an important role in coordinating with the Commission’s regulatory partners and foreign counterparts, and participate in educational outreach to retail investors in coordination with the SEC’s Office of Investor Education and Assistance.

The Retail Fraud Working Group will be led by the Division of Enforcement’s Kate Zoladz, Deputy Director, West, and Kim Frederick, Assistant Director, Asset Management Unit.

On July 6, the SEC announced the appointment of Paul Knight as the agency’s Chief Operating Officer. He is charged with overseeing the SEC's operational and administrative functions, including the agency's Office of Human Resources; Office of Acquisitions; Office of Financial Management; EDGAR Business Office; Office of the Chief Data Officer; Office of the Chief Risk Officer, and Office of Support Operations, which includes the agency's Freedom of Information Act, Records Management, and Facilities Management functions. Mr. Knight returns to the SEC from JP Morgan Chase. He worked at the agency from 2008 to 2012 in a variety of roles, including as the interim managing executive for the Division of Economic Risk and Analysis.