Goodwin Public Company Advisory Practice Launches Off-the-Shelf

Goodwin’s Public Company Advisory Practice (PCAP) has created Off-the-Shelf as a centralized resource to assist you in finding the answers to your corporate and securities law questions. Off-the-Shelf is a curated collection of accessible, practitioner-focused resources designed to help public companies address common SEC reporting, disclosure, and corporate governance issues with confidence. It includes actionable checklists and guides, concise explanations of regulatory concepts, and practical insights informed by market practice and regulatory developments. Resources included in the Off-the-Shelf library address important topics such as:

• Director onboarding and resignations;
• Determining who qualifies as an executive officer;
• Appointing a new principal accounting officer;
• Executive perquisites;
• Disclosure considerations relating to material agreements, missed guidance, and significant litigation;
• Launching a share repurchase program;
• Draft registration statements; and
• Form 8-K reporting requirements.

Off-the-Shelf is designed to be a growing resource, not a static collection. Goodwin’s PCAP group will continue to expand the collection as regulatory requirements evolve, new disclosure and corporate governance issues emerge, and public companies encounter new questions, with the goal of providing legal teams with practical, readily accessible guidance on the issues that they encounter most often.

On September 16, the SEC issued a proposing release titled “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.” The proposal would rescind Rule 14a-8 under the Securities Exchange Act of 1934 (Exchange Act), which permits eligible shareholders to require companies to include qualifying proposals in their proxy statements and proxy cards. State law and, where permitted, the charter or bylaws of a company would instead determine whether a proposal must be included. The proposal would also amend Exchange Act Rule 14a-4 to permit a company to exercise discretionary authority to vote the proxies it receives on a shareholder proposal omitted from the proxy card of the company, even if the proponent conducts an independent solicitation. Each shareholder could withhold that authority for its shares by checking a box on the proxy card of the company.

The proposal would not necessarily put an end to shareholder proposals; instead, it would change who establishes the rules for submitting them (e.g., state law and corporate bylaws), who bears the cost of presenting them to shareholders, and how companies may vote proxies on proposals omitted from their proxy cards.

The proposal follows earlier signals from Commission Chairman Paul Atkins. In July 2026 remarks, Chairman Atkins indicated that the Commission was “holistically evaluating” Rule 14a-8, reiterating concerns about the relationship of Rule 14a-8 with state corporate law that he had expressed as early as 2008. In his statement accompanying the proposal, Chairman Atkins describes limiting federal intrusion into state corporate law and modernizing the proxy rules as “two of my highest regulatory priorities.”

The Commission now takes the position that Rule 14a-8 exceeds the authority of the SEC under Section 14(a) of the Exchange Act. In the view of the Commission, Section 14(a) permits it to regulate the proxy solicitation process and require disclosure, but not to determine which matters shareholders have a right to present for a vote. Those rights, the Commission indicates, are governed by state law.

The proposal is subject to a notice and comment period before becoming effective. Comments are due 60 days after publication in the Federal Register (which occurred on September 21st) unless the deadline is extended.

For more discussion, see this Client Alert.

On September 16, the SEC issued a second proposing release titled “Proxy Solicitation Modernization,” which, if adopted, would affect companies subject to Regulation 14A or Regulation 14C under the Exchange Act, registrants using Forms S-4 and F-4 for covered business combination transactions, and persons conducting exempt solicitations under Rule 14a-2(b)(1). The proposal would, among other things:

• Eliminate the requirement to deliver an annual report to shareholders (ARS) with or before proxy materials for meetings involving director elections.
• For companies, other than investment companies, eliminate the need to provide a five-year cumulative shareholder return graph to shareholders.
• Eliminate certain 20 business day delivery period requirements for documents incorporating information by reference.
• Rescind Rule 14a-6(g), eliminating the Notice of Exempt Solicitation and its EDGAR submission requirement.
• Shorten the minimum broker-search period from 20 to five business days.
• Require a company representative's name, address, and telephone number on proxy statement and information statement cover pages.

The proposal is subject to a notice and comment period before becoming effective. Comments will be due 60 days after publication in the Federal Register (which occurred on September 21st) unless the deadline is extended.

For more discussion, see this Client Alert.

As noted in our late July roundup, on July 22, the SEC’s Division of Trading and Markets, acting pursuant to delegated authority, approved The Nasdaq Stock Market’s (Nasdaq) proposal to adopt a new continued listing requirement based on Market Value of Listed Securities (MVLS). Under proposed new Nasdaq Rules 5450(a)(3) and 5550(a)(6), companies listed on the Nasdaq Global Select Market, Nasdaq Global Market, and Nasdaq Capital Market would need to maintain an MVLS of at least $5 million to remain listed. One week later, the deputy secretary of the SEC notified Nasdaq that the Commission has received notices of petition for review of the delegated action. As a result, in accordance with Rule 431(e) of the SEC’s Rules of Practice, the July 22 order was stayed until the SEC orders otherwise as a procedural matter.

On September 11, the Commission granted the petitions for review and established that any party or other person may file a written statement in support of or in opposition to approval of the proposed MVLS standard. The tension underlying consideration of the proposed rule is balancing the goal of protecting investors from manipulation and market disorder associated with low-priced stocks and ensuring the rigid standard does not disproportionately harm micro-cap and emerging-growth companies by cutting off their access to critical public capital.

The deadline for comments is 21 days following publication in the Federal Register (which occurred on September 15th) unless the deadline is extended.

On September 23, the SEC’s Division of Economic and Risk Analysis (DERA) announced the publication of updated statistics and data visualizations covering key segments of the US capital markets during the first half of 2026. The report includes the following highlights:

• IPOs: There were 208 IPOs raising over $137 billion in the first half of 2026, compared with 180 IPOs raising over $27 billion in the first half of 2025. This represents an approximately 16% increase in the number of IPOs and nearly 400% increase in proceeds raised.
• Follow-on offerings: There were 557 follow-on registered offerings raising over $111 billion in the first half of 2026, compared with 505 offerings raising nearly $84 billion in the first half of 2025. This represents an approximately 10% increase in the number of offerings and a 33% increase in proceeds raised.

The data also shows a small uptick in the number of issuers submitting reports with the SEC from 7,750 to 7,799.

The full range of available information can be found on the SEC’s public statistics and data visualizations webpage.

As discussed in the Goodwin Public Company Advisory Blog on August 27, Glass Lewis & Co. sent a message to clients providing an overview of its proposed new multi-perspective framework for the firm’s proxy advisory services that contemplates four distinct perspectives, which are described as follows:

• Business Fundamentals – takes a flexible view of governance standards when boards and management teams have demonstrated a strong record of generating shareholder returns.
• Foundational Governance – treats core governance standards as essential to safeguard long-term shareholder value.
• Global Stewardship – pairs core governance standards with rigorous oversight of financially material sustainability risks to protect long-term shareholder value.
• Sustainability Focused – pairs core governance standards with rigorous oversight of sustainability risks that are or could become financially material over extended time horizons and across portfolios; recognizes that asset owners have a fiduciary interest in the stability and integrity of the markets in which they invest.

On September 15, Glass Lewis announced that it is inviting institutional investor and corporate stakeholder groups to validate that the four new perspectives align with varied stewardship interests.

As part of the comment period, the firm has made available on its website a consultation paper and survey questionnaire as well as a companion paper to compare the different approaches.

On September 18, David Woodcock, director of the SEC’s Division of Enforcement (the Division), delivered remarks before 12th Annual Government Enforcement Institute, a legal conference focused on government investigations and white-collar defense. Mr. Woodcock used the opportunity to provide an update on the Division’s activities, outline new initiatives under the enforcement program, and provide insight about what defense counsel should expect from the Division of Enforcement going forward.

Notable aspects of the speech include:

• The Division is focused on pursuing offering fraud, insider trading, accounting fraud, compliance failures, and investment adviser conflicts and misrepresentations.
• A push to deemphasize enforcement statistics as a way to assessing the effectiveness of the enforcement program. Mr. Woodcock stated, “Rather than striving to bring an ever-increasing number of enforcement actions — without regard for their impact or their capacity to positively affect capital markets and investors — I am focused on administering an enforcement program that is strong and visible in the marketplace…. The market must see — and feel — that Enforcement is on the job, and market participants need to understand that if they violate the securities laws, they will suffer the consequences. We want bad actors to know that Enforcement is committed to detecting and shutting down their misconduct, holding them accountable, and putting appropriate measures in place to prevent them from continuing to violate the law.”
• Highlighting recent cases brought by the Division in the following areas: offering fraud, crypto fraud, manipulation in the securities of foreign issuers, improper financial reporting, sham transactions, and disclosure violations.
• Noting the recent formation of the Financial Reporting and Accounting Unit and the Retail Fraud Working Group within the Division focused on those areas.
• Encouraging self-reporting.
• Steps the Division is taking to increase the efficiency of enforcement actions.

For more discussion, see this Client Alert.