Editor’s Message
Happy New Year! I hope you and your families had a great holiday season. As we enter 2026, many companies are preparing for proxy season. In our proxy season update article included with this newsletter, we have highlighted some of the key changes to proxy statements, Form 10-Ks and annual stockholder meetings that companies should be considering for 2026.
We also highlight the significant change to the process for excluding stockholder proposals implemented by the SEC this year. Companies that have $1 billion or more in revenue and have significant operations in California should also be aware of the upcoming climate related disclosure requirements. We have an article highlighting these new requirements.
Despite this regulation many public companies, in light of executive orders issued by the Trump administration, are scaling back some of the disclosure they had on ESG, in particular any DEI initiatives. We expect during 2026 to see the SEC take steps to reduce executive compensation disclosure requirements in proxy statements and annual reports and to initiate rulemaking to increase capital formation in both the private had public markets.
Despite uncertainty, the capital markets were stronger during the second half of 2025 and we expect to see a strong capital market year during 2026. During the fourth quarter, we were pleased to have represented Elauwit Connection Inc. in its successful initial public offering and Nasdaq listing. Congratulations to the full Elauwit team.
We hope you find this newsletter helpful as you start the new year and wish each of you a prosperous New Year!
Alex McClean
Practice Group Leader
Securities and Capital Markets Group
Upcoming Events
Our Securities & Capital Markets team actively seeks opportunities to connect with clients, friends, and peers at events. Below is a glimpse of our upcoming engagement and the team members who will be in attendance. If your plans align with ours, please contact us and we’ll set up a time to connect at the event.
March 22—24 | 38th Annual Roth Conference | Dana Point, CA | Contact Alexander R. McClean and Margaret K. Rhoda
This year’s event will consist of one-on-one / small group meetings, analyst-selected fireside chats, industry keynotes and panels. The conference will once again take place at The Ritz-Carlton Laguna Niguel, where guests will enjoy newly redesigned suites and rooms inspired by the soulful charm of Southern California.
January 28—29 | Dealflow Discovery Conference | The Borgata, Atlantic City, NJ | Contact C. Christopher Murillo
The DealFlow Discovery Conference is where high-growth companies come to be discovered. Formerly known as The Microcap Conference, the event has been expanded to include presentations from both public and private companies.
Featured Article
Preparing for the 2026 Proxy and Annual Reporting Season
The 2026 proxy season is approaching, and while disclosure requirements remain largely unchanged, recent SEC guidance, Nasdaq rules, and proxy advisor updates could impact your reporting strategy.
Our latest article highlights:
- SEC guidance on shareholder proposals and smaller reporting company status
- Risk factor updates for emerging issues like AI and global conflicts
- ISS and Glass Lewis voting policy changes for 2026
- EDGAR Next transition requirements and compliance tips
Stay ahead of regulatory and advisory developments before filing your annual reports and proxy statements. Learn more
Legal Insights
We regularly provide insight on a range of important securities and regulatory developments through our LEGALcurrents. Below are links to new articles, some of our recent updates and content from related practice groups that may be of interest:
- Significant Change for Shareholder Proposals This Proxy Season
- New Nasdaq Rule Grants More Discretion to Deny Initial Listings
- Nasdaq Continues Trend Towards Stricter Listing Standards
- Directors and Officers of Foreign Private Issuers Lose Decades-Long Reporting Exemption
- CARB Issues Proposed SB 253 and SB 261 Climate Related Disclosure Regulations
- Ninth Circuit Halts Enforcement of Climate-Related Financial Risk Disclosure…for Now
- A New National Securities Exchange: An Overview of the Listing Standards of the Texas Stock Exchange
- 2026 Outlook: The One Big Beautiful Bill Act, Permanent Estate Tax Exemptions, and SALT Deduction Changes
The Nasdaq rule we previously reported on has been amended and is now in effect. The substance remains unchanged: Nasdaq-listed companies that fail to maintain a closing bid price of at least $0.10 for 10 consecutive business days will immediately be subject to trading suspension and delisting, with no compliance period and no stay of the delisting during a hearing process.
Companies at risk of losing compliance with the bid price requirement or low price requirement must now develop a strategy with advisors well before reaching the point of noncompliance in order to preserve their Nasdaq listing.
HSE View: Confidentially Marketed Public Offerings (CMPOs)
Companies seeking to raise capital without the lengthy process of a traditional public offering have another option: Confidentially Marketed Public Offerings (CMPOs).
CMPOs allow issuers to confidentially gauge investor interest before announcing an offering publicly—often on a short timetable. This approach can help minimize market disruption and achieve more favorable pricing.
Learn why CMPOs are a popular choice in volatile markets. Learn more
HSE Making News
HSE Recognized Among the Top Firms in 2026 Best Law Firms® Rankings
Harter Secrest & Emery was recognized as a leading law firm in 51 areas of practice in the 2026 edition of Best Law Firms®.
Best Law Firms rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations, peer review from leading attorneys in their field, and review of additional information provided by law firms as part of the formal submission process. Read more
HSE Advises Elauwit Connection, Inc. in $15 Million Initial Public Offering
The firm represented Elauwit Connection, Inc. in the company’s $15 million initial public offering, which closed on November 6, 2025. Elauwit’s common stock began trading on the Nasdaq Capital Market under the symbol “ELWT” on November 5, 2025.
Read more
Six HSE Attorneys Honored as 2025 Attorneys of the Year
Attorneys from the firm, including Chair of HSE’s Securities and Capital Markets practice Alexander R. McClean, have been named 2025 Attorneys of the Year honorees by The Daily Record and Rochester Business Journal. McClean also received recognition in the Leaders in Law category.
The Attorneys of the Year Awards celebrate legal professionals who demonstrate outstanding dedication to their clients, communities, and the advancement of the legal profession. Read more
Past Events
Maxim Group Growth Summit
Partners Alexander R. McClean and C. Christopher Murillo attended the Maxim Group Growth Summit in New York City on October 22-23. Harter Secrest & Emery was a Gold Sponsor for this year’s conference.
Benchmark 14th Annual Discovery One-on-One Conference
Partner Margaret K. Rhoda and associate Luke A. Catalano attended the Benchmark 14th Annual Discovery One-on-One Conference in New York City on December 4. Harter Secrest & Emery was proud to be a Silver Sponsor.
Volunteering at Ronald McDonald House
Our Securities and Capital Markets group recently traded securities for spatulas as we volunteered at the Ronald McDonald House in Rochester, NY, preparing a warm dinner for families staying at the house. It was a wonderful opportunity to give back to the community and share a little comfort with families of children receiving care in our local hospital systems.
Getting into the Holiday Spirit
We celebrated the holidays with a gingerbread decorating contest that was anything but cookie-cutter. The two teams applied their creative problem-solving skills to decorating instead of dealmaking, resulting in gingerbread house features such as a licorice slide from a roof into a hot tub and snowman sentinels made of spicy sweets.
It’s a real treat to celebrate the holidays as a team!
About HSE’s Securities and Capital Markets Team
Leveraging top talent and a team-oriented approach, we provide responsive, cost-effective, and practical counsel to public companies and organizations of all sizes looking to access the capital markets.