Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 30 OCTOBER 2026

New CFIs On Standing Voting Instructions In Retail Voting Programs

Mayer Brown
Mayer Brown
Contributor
Mayer Brown

Mayer Brown

Mayer Brown is a leading international law firm positioned to represent the world’s major...

View firm profile
Explore more from Mayer Brown

The SEC has issued new Compliance and Disclosure Interpretations addressing retail investor voting programs, clarifying key requirements for registrants implementing standing voting instructions. These guidelines address whether companies must offer voting options beyond board recommendations and how third-party voting recommendations can be incorporated into retail voting programs.

United StatesCorporate/Commercial Law
Liz Walsh
Liz Walsh
Author LinkedIn connections

On October 8, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) published two new Corporation Finance Interpretations, or CFIs, addressing retail voting programs. Retail voting has been a popular topic for the Division lately, including two recent no-action letters pursuant to which the Division agreed not to recommend enforcement action related to certain Exchange Act rules as applied to retail investor voting programs, thereby expanding the ability of issuers to establish similar programs (read more here). The new CFIs are located under Proxy Rules and Schedules 14A/14C:

Question Guidance
189.01 A registrant implements a retail voting program pursuant to which shareholders can only provide standing voting instructions that the registrant vote their shares in accordance with the recommendations of the registrant’s board of directors on proposals presented for a vote at shareholder meetings. The federal proxy rules do not

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

Visit us at mayerbrown.com

Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) and non-legal service providers, which provide consultancy services (collectively, the "Mayer Brown Practices"). The Mayer Brown Practices are established in various jurisdictions and may be a legal person or a partnership. PK Wong & Nair LLC ("PKWN") is the constituent Singapore law practice of our licensed joint law venture in Singapore, Mayer Brown PK Wong & Nair Pte. Ltd. Details of the individual Mayer Brown Practices and PKWN can be found in the Legal Notices section of our website. "Mayer Brown" and the Mayer Brown logo are the trademarks of Mayer Brown.

© Copyright 2026. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

Healthcare Trends & Transactions Q2 2026

Healthcare M&A activity maintained steady momentum through Q2 2026, driven by physician practice consolidation, AI-enabled technology acquisitions, and strategic outpatient expansion. Private equity investment persisted despite intensifying regulatory scrutiny of MSO arrangements, while digital health buyers paid significant premiums for platforms demonstrating production-grade AI capabilities and proprietary data assets.
United StatesCorporate/Commercial Law
Bass, Berry & Sims PLC
Bass, Berry & Sims PLC
Article

CLIENT ALERT: 2026 Mid-Year Update On SEC And CFTC Enforcement

The SEC and CFTC have fundamentally shifted their enforcement approach in 2026, moving away from high-volume technical violations toward targeted actions addressing serious fraud and market manipulation. This mid-year update examines new leadership priorities, enhanced inter-agency coordination, revised cooperation policies, the elimination of "no-deny" settlement provisions, and a landmark Supreme Court ruling on disgorgement that collectively reshape the regulatory landscape for market participants.
United StatesCorporate/Commercial Law
Sher Tremonte
Sher Tremonte
Article

Sanofi And Regeneron Expand Immunology Collaboration In Deal Worth Up To $8 Billion

Sanofi and Regeneron Pharmaceuticals announce a major expansion of their immunology partnership, committing up to $8 billion to develop and commercialize four long-acting antibodies targeting key inflammatory pathways. The collaboration includes a $1 billion upfront payment and milestone-based payments, with both companies sharing development costs and future profits equally.
United StatesCorporate/Commercial Law
Goodwin Procter LLP
Goodwin Procter LLP
Article

DOL Announces Enforcement Actions Against Employers In H-1B And PERM Fraud Probe

The Trump Administration has launched an unprecedented enforcement action suspending permanent labor certification processing for eight major employers, linking immigration sponsorship to layoff histories and recruitment practices. This development signals a fundamental shift in how the government evaluates employer access to H-1B and green card programs, with investigations already underway and subpoenas served.
United StatesEmployment and HR
Mayer Brown
Mayer Brown
Article

Trump Administration Announces New Enforcement Actions Against Employers In H-1B And PERM Fraud Probes

The Trump Administration has launched an unprecedented investigation into H-1B visa and PERM labor certification programs, with the Department of Labor's Office of Inspector General issuing dozens of subpoenas and suspending employers' ability to process applications. Federal agencies are deploying new enforcement tools including whistleblower programs and criminal prosecution threats...
United StatesImmigration
Mayer Brown
Mayer Brown
Article

SEC Staff Statement On Fair Value Measurement And Disclosure Considerations For Private Assets

The SEC Staff has issued new guidance addressing fair value measurement and disclosure practices for private credit and other illiquid assets held by registered funds and business development companies. As private credit portfolios have grown nearly 60% since 2020, reaching $270 billion, regulators emphasize the critical importance of robust valuation methodologies, transparent disclosure of significant judgments, and careful application of accounting standards when market prices are unavailable.
United StatesAccounting and Audit
Mayer Brown
Mayer Brown
Article

Contracting Opportunities And Challenges For Emerging Agentic AI Companies

Emerging providers of AI agents face unique contracting challenges as autonomous AI tools evolve beyond traditional SaaS models. This analysis examines critical issues in defining agent authority, structuring pricing models, calibrating warranties, and navigating regulatory uncertainty. How should providers balance customer expectations with the unpredictable nature of autonomous AI systems?
United StatesMedia, Telecoms, IT, Entertainment
Mayer Brown
Mayer Brown
Article

Landmark DoorDash Settlement Confirms NYC DCWP’s Aggressive Enforcement Posture

New York City's Department of Consumer and Worker Protection secured a landmark $131.5 million settlement with DoorDash, marking the largest worker settlement in the city's history and the largest involving food delivery workers nationwide. The agreement provides over $115 million in direct compensation to more than 260,000 delivery workers who were underpaid, unpaid, or paid late, while establishing a comprehensive three-year compliance monitoring program.
United StatesEmployment and HR
Mayer Brown
Mayer Brown