SEC Announces Formation of Specialized Unit Within Division of Enforcement to Combat Accounting and Financial Reporting Fraud

On August 5, the SEC announced the establishment of a new specialized unit within the Division of Enforcement to pursue accounting and financial reporting fraud cases as well as general misconduct in the accounting and auditing areas. The new Financial Reporting and Accounting Unit has been charged with working with staff across all relevant SEC divisions and offices to ensure its approach to enforcing federal securities laws is consistent with the Commission’s policy goals. The unit will be led by Timothy Zimmerman, who joined the SEC’s Division of Enforcement in May 2026 as a senior advisor to Enforcement Division Director David Woodcock.

See this client alert for more commentary.

On August 13, Goodwin’s Public Company Advisory Practice published a client alert summarizing themes emerging from public comment letters on the SEC’s proposed amendment to implement optional semiannual reporting for public companies. On May 5, 2026, the SEC proposed amendments that would permit companies subject to the reporting requirements of the Exchange Act to satisfy their interim reporting obligations through semiannual reports on a new Form 10-S, in lieu of filing quarterly reports on Form 10-Q. The deadline for comments on this proposal was July 6, 2026. The alert notes that the proposal solicited one of the largest comment responses in SEC history, with more than 63,000 individually filed letters and over 66,000 additional signatories to organized form-letter campaigns. The alert focuses on the following key themes from the public comment letters:

• Investor protection, transparency, and information asymmetry
• Financial reporting integrity and auditor oversight
• Market efficiency, price discovery, and cost of capital
• Practical implementation issues
• Support for optional semiannual reporting

Please read the client alert for more detail regarding these areas of comment.

On August 11, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network announced that it has adopted a final rule permanently removing the requirement for US companies and persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act. This final rule will be effective upon its publication in the Federal Register. FinCEN notes in its announcement that the final rule:

• Adopts the exemptions set out in the interim final rule that was issued back in March 2025;
• Exempts US persons who have obtained FinCEN IDs from any obligation to update or correct the information they originally provided to FinCEN to obtain their FinCEN IDs;
• Eliminates the requirement for foreign companies to report US person “company applicants” (i.e., the individuals who helped those foreign companies register to do business in the United States);
• Exempts foreign pooled investment vehicles registered in the United States from reporting the beneficial ownership information of a US person in control of the investment vehicle; and
• Confirms that FinCEN will delete information about any individuals — company applicants, beneficial owners, or recipients of a FinCEN ID — that FinCEN reasonably believes is a US person (e.g., the information is linked to a US passport or US driver’s license).

Under the final rule, foreign entities that are reporting companies will still be required to report beneficial ownership information for foreign individuals. FinCEN intends to update its guidance to reflect the issuance of the final rule.

The proxy advisory firm Glass Lewis recently published observations on shareholder proposals and company exclusions during the 2026 proxy season. In the publications, Glass Lewis notes the following highlights:

• Amid a multi-year decline in shareholder proposal volumes, the SEC’s decision to step away from the no-action process appears to have buoyed the number of proposals going to a vote this year.
• Issuers have been increasingly sophisticated in targeting proposal exclusions, with individual activist proponents much more likely to get pushback than institutional investors.
• The mix of different topical categories covered by shareholder proposals targeted for exclusion largely mirrored that of proposals that went to a vote.
• A major dropoff in compensation proposals, along with continued declines in environmental and social (E&S) proposals, contributed to increased focus on governance topics.
• So-called “anti-ESG” proponents were active across the board, submitting more environmental and social proposals while also contributing to a wave of requests for the separation of chair and CEO roles.