On January 23, 2026, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued and updated a series of Compliance & Disclosure Interpretations (C&DIs), including on proxy rules, tender offer rules, methods for determining accredited investor status and executive compensation matters. Certain C&DIs with notable changes are summarized below and a full list of the new, updated and withdrawn interpretations is included in the Appendix. In new question 133.02, the staff provided guidance on Rule 14a-13(a), which generally requires companies to conduct a “broker search” at least 20 business days before the record date for shareholder meetings. Tender Offer Rules and SchedulesPermissible Outside Purchases Exception in Tier I Tender Offers. In revised question 217.01, the SEC provided welcome clarity on when historical compensation information may not be required for a spun-off registrant.