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Sarah Abrams

Among one of many changes afoot at the SEC under its current Chair Paul Atkins is Atkins’s proposal calling for the agency to reconsider its rule allowing shareholders to include non-binding shareholder resolutions in corporate proxy materials. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at Atkins’s proposal concerning shareholder resolutions and considers the potential impact of a rule change on D&O liability. I would like to thank Sarah for allowing me to publish her article on this site.Continue Reading Guest Post: Is the SEC Signaling the End of ESG Shareholder Proposals?

Just about every company these days is grappling with the arrival of Artificial Intelligence (AI). But what should companies be telling their investors about the impact of AI deployment on their operations and financial results? At a recent meeting, the SEC’s Investment Advisory Committee recommended that the agency issue guidance requiring issuers to provide disclosures about the impact on the company from AI. As discussed below, while the committee’s recommendations may be unlikely to cause the agency to issue AI disclosure rules or guidance, the committee’s recommendations do provide a useful framwork to consider corporate AI-related disclosure best practices.Continue Reading SEC Investor Advisory Committee Recommends AI-Related Disclosure Guidelines

It is already well understood that there has been a change in direction at the SEC under the current Trump Administration and SEC Chair Paul Atkins. In a speech earlier this week at the New York Stock Exchange entitled “Revitalizing America’s Markets at 250,” Atkins described the ways in which he thought the agency in recent times has lost its direction, particularly with respect to its public company disclosure requirements. With the stated aim of restoring its original mission, Atkins identified two main public company disclosure reform goals for the agency. He also set out “three pillars” to “make IPOs great again.” Atkins’s IPO-related remarks include brief but noteworthy comments about securities class action litigation reform that have largely been overlooked in the press coverage of his speech.Continue Reading SEC Chair Paul Atkins and Public Company Disclosure Reform

In a recent post, I noted the significant downturn in the amount of SEC enforcement activity during the 2025 fiscal year (ended September 20, 2025). What was true FY 2025 with respect to SEC enforcement activity in general was also true in particular with respect to SEC enforcement activity involving publicly traded companies. According to a new report, SEC enforcement activity against public companies and their subsidiaries also declined significantly during FY 20225. The report, written by Cornerstone Research in conjunction with the Securities Enforcement Empirical Database (SEED) of the NYU Pollack Center for Law & Business, contains a number of interesting observations about the level of enforcement activity in the agency’s final days under outgoing SEC Chair Gary Gensler, compared to the activity levels under the agency’s current Chair, Paul Atkins.Continue Reading Cornerstone Research: SEC Public Company Enforcement Actions Decline

In the 2025 fiscal year (ended September 30, 2025), the SEC’s enforcement activity, as measured by the number of stand-alone enforcement actions, was at its lowest level in ten years. While the decline was reflected across many categories of SEC enforcement, there were certain specific areas – such as cases involving insider trading and market manipulation – where SEC activity actually increased. And notwithstanding the overall decline in SEC enforcement activity, there are signs to suggest that foreign companies listed on U.S. exchanges should be prepared heightened SEC scrutiny and enforcement activity, as discussed below.Continue Reading SEC Enforcement Actions Decline, But Foreign Cos. Should Remain Vigilant

As noted in @Sarah Abrams’s recent guest post (here), President Trump last week proposed in a social media post changing the periodic reporting requirements for public companies from quarterly to semi-annual. Based on a separate interview of SEC Chair Paul Atkins published last week, it appears that the agency is prepared to move forward quickly with this proposal. We can expect to hear a lot of debate in the coming days about whether the proposed changed reporting requirements are a good idea. The Wall Street Journal had an interesting article on Saturday about the proposed change, clearly coming down on the side that the proposed change is not a good idea. As discussed below, the article also had some interesting information and comparisons that will add to the discussion about the proposal.Continue Reading All the Problems with Eliminating Quarterly Reporting

The idea that companies might be able to avoid securities class action litigation through the adoption of bylaws requiring securities law claims to be submitted to arbitration has been around for years.

Traditionally, the SEC has opposed these types of bylaw provisions. However, in an interesting development, on September 17, 2025, the Commission, in a new policy statement approved by a 3-1 vote along party lines, announced that the decision whether or not to “accelerate the effectiveness of a registration statement” will “not be affected” by the presence of provision requiring the arbitration of investor claims arising under the federal securities laws.

This development suggests that in the future IPO investors could find themselves compelled to arbitrate securities law claims rather than being able to file a securities class action, although, as noted below, there is a lot more that is yet to be told on these issues.Continue Reading SEC Revises Policy on Arbitration Provisions in IPO Companies’ Bylaws

Sarah Abrams

In a social media post earlier this week, President Trump proposed eliminating quarterly reporting for public companies. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a look at the President’s proposal and considers its prospects and potential implications. I would like to thank…

Sarah Abrams

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, takes a closer look at the civil and criminal litigation filed against casual dining company Fat Brands and considers the implication of the litigation for Sides A and B coverage under a D&O insurance policy. I would like to thank Sarah for allowing me to publish her article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Sarah’s article.Continue Reading Guest Post: Fat Chance

In my recent roundup of the top current stories in the world of D&O, I noted the increasing importance of geopolitical issues as a source of D&O claims risk. Among the factors supporting this trend is the rising relevance of cross-border enforcement initiatives, which in many instances had led to D&O claims. In the latest sign of the importance of cross-border enforcement issues, the SEC has announced the formation of a cross-border task force to “identify and combat cross-border fraud harming U.S. investors.” The SEC’s September 5, 2025, press release about the task force can be found here.  A September 10, 2025, post on TheCorporateCounsel.net blog about the new task force’s formation can be found here.Continue Reading SEC Forms Task Force to Combat Cross-Border Fraud