United States: Directors and Officers

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Article
Rule 10b5‑1 Trading Plans: A Practical Overview For Companies And Corporate Insiders
Companies with equity-compensation programs face significant insider-trading risks when employees, officers, and directors trade company securities while aware of material nonpublic information. Rule 10b5-1 trading plans provide an affirmative defense against insider-trading claims by establishing predetermined trading arrangements that satisfy specific SEC requirements, including adoption timing, good-faith certifications, mandatory cooling-off periods, and restrictions on overlapping plans.
United States Commercial
WT
Winston Taylor
Article
SEC Proposes Amendments To Permit Optional Semiannual Reporting By Public Companies
The SEC has proposed amendments allowing public companies to elect semiannual reporting on new Form 10-S instead of quarterly Form 10-Qs, while maintaining annual Form 10-K filings. This optional framework aims to provide companies greater flexibility in choosing reporting cadences that align with their business needs and investor expectations, while preserving the same narrative disclosures and financial information requirements currently mandated for quarterly reports.
United States Commercial
GP
Goodwin Procter LLP
Article
Open-End Registered Funds Get A Seat At The Table: SEC Staff Extends Co-Investment Relief To All Registered Funds
On April 27, 2026, the staff ("Staff") of the SEC's Division of Investment Management closed that gap by issuing a no-action letter in response to a request from J.P. Morgan Investment Management Inc. ("JPMIM"), confirming that Open-End Registered Funds may rely on an Order as "Regulated Funds," subject to compliance with the Order's terms and conditions.
United States Commercial
ST
Simpson Thacher & Bartlett
Article
Shareholder Proposals And ESG At A Crossroads: What Boards Should Know After The 2026 Proxy Season
The Weinberg Center's fifth annual "ESG in the Boardroom" program examined how boards are navigating shareholder proposals and ESG considerations in an environment of reduced SEC guidance and increased litigation risk. With the SEC staff declining to issue most no-action letters on shareholder proposal exclusions, directors now face greater uncertainty and must develop more rigorous internal processes while treating ESG matters as discrete business risks rather than standalone compliance obligations.
United States Commercial
GP
Goodwin Procter LLP
Article
SEC Staff Extends Section 16(a) Filing Deadline For Directors And Officers Of Certain Foreign Private Issuers Affected By Middle East Hostilities
On April 17, 2026, the Division of Corporation Finance issued a no-action letter to Tower Semiconductor Ltd., an Israeli foreign private issuer (Tower), extending until May 29, 2026 the date through which Tower’s directors and officers may fail to file required Section 16(a) reports without leading the Division of Corporation Finance to recommend enforcement action to the SEC. The Division had previously granted no-action relief for failures to file until April 20, 2026.
United States Commercial
AP
Arnold & Porter
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