SEC Staff Releases Revised Compliance and Disclosure Interpretations for Public Companies

On January 23, 2026, the Division of Corporation Finance at the Securities and Exchange Commission (SEC) released a series of updated Compliance & Disclosure Interpretations (C&DIs) covering various topics such as proxy rules, tender offer rules, determining accredited investor status, and executive compensation matters. While most of the revisions involve minor adjustments to outdated guidance, there are a few significant changes that issuers should take note of. Here is a summary of some of the key modifications in selected C&DIs:

In terms of Proxy Rules and Schedules 14A/14C, the SEC has decided to eliminate the acceptance of voluntary Notices of Exempt Solicitations. Previously, individuals who did not own at least $5 million worth of subject securities were allowed to submit voluntary notices, but the SEC will no longer permit this practice. Additionally, the SEC has provided some leeway for companies regarding the deadline for conducting a broker search before shareholder meetings. Companies can now perform this search closer to the record date as long as they believe proxy materials will still reach beneficial owners in a timely manner and comply with all other requirements. Moreover, the effective date for corporate actions taken by written consent will now be determined by state law or the company’s governing documents rather than the previously mandated 20-day notice period.

In the area of Tender Offer Rules and Schedules, an exception has been introduced for Tier I cross-border tender offers, allowing outside purchases outside the offer period to be considered permissible. As long as all conditions are met, purchases made after the public announcement but before the offering documents are distributed to U.S. holders can continue during the offer, with appropriate disclosure in the documents.

Regarding Regulation S-K, the SEC has clarified the disclosure requirements for executive compensation in spin-offs. Whether historical compensation information is necessary for a spun-off registrant depends on factors such as whether the entity operated independently before the spin-off and whether there was a continuity of management. If the spun-off business includes parts of different divisions of the parent company or has new management post-spin-off, compensation details for executive officers before the spin-off may not be obligatory.

In the section on Securities Act Rules, issuers conducting Rule 506(c) offerings have been granted the flexibility to verify the accredited investor status of each investor using various methods based on individual circumstances. This allows issuers to choose the most suitable verification approach for their specific situation.

Overall, these updated Compliance & Disclosure Interpretations provide valuable insights for issuers navigating the regulatory landscape, offering guidance on various aspects of SEC rules and requirements. It is crucial for companies to stay informed and compliant with these recent changes to ensure smooth operations and adherence to regulatory standards.