On July 9, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued new Corporation Finance Interpretations (“CFIs”) in Q&A format regarding, among other matters, disclosure requirements for Schedule 13D and Schedule 14A, and the application of the SEC’s beneficial ownership rules to cash-settled total return equity swaps (“TRS”).
Earlier this month, the Securities and Exchange Commission (SEC) settled charges against a public company for failing to disclose in its annual proxy statements the full extent of the executive compensation paid to its Chief Executive Officer.
According to the SEC’s order, the company failed to disclose approximately $1,000,000 worth of perquisites and other personal benefits provided to its Chief Executive Officer, including expenses associated with his authorized use of chartered aircraft for personal purposes. As a result, the company significantly understated the ...