New SEC Staff Guidance May Ease Constraints on Shareholder Engagement for Schedule 13G Filers
On September 2, 2026, the staff of the SEC’s Division of Corporation Finance issued three new interpretations addressing when a shareholder reporting beneficial ownership on Schedule 13G may engage with an issuer or with participants in a proxy contest without forfeiting its eligibility to remain on Schedule 13G. The new guidance is a welcome clarification of the staff’s February 2025 interpretations, which had an immediate chilling effect on communications between public companies and their significant institutional shareholders. In this Alert we discuss the new interpretations and provide important takeaways for companies and their 13G institutional investors.
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Co-Head of Governance, Securities & Reporting Group
Co-Head of Governance, Securities & Reporting Group
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