In the December 2025 edition of The ICR D.C. Insider, we share our insights and analysis about developments in Washington that could have an immediate and long-term impact on your business.
The Federal Government reopened in mid-November and activity in Congress and across the Executive Branch accelerated accordingly. Nevertheless, the impact of the backlog at the regulatory agencies will continue to be felt throughout December and into 2026.
SEC
- SEC to Prioritize IPO Filings Over Shareholder Proposals Amid Shutdown Backlog – The Securities and Exchange Commission (SEC) announced that, as a result of the backlog in work from the government shutdown, it will prioritize filings from companies that want to go public or raise capital over those dealing with shareholder proposals. The Commission said it would stop providing nonbinding guidance to companies that are seeking to keep shareholder proposals off their annual meeting ballots during the 2025-26 proxy season. In its announcement, the Division of Corporation Finance said, “the Division has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1).” This applies to all no-action requests received prior to October 1, 2025, to which the Division has not yet responded, as well as to any requests received from October 1, 2025, until September 30, 2026.
- During the shutdown, the SEC received more than 900 registration statements for offerings.
- Enforcement Penalties Fall – The SEC brought 30% fewer enforcement actions against public companies and subsidiaries in FY 2025 than they did in FY 2024, according to a new study. Indeed, FY 2025 stood out for its composition: outgoing Chair Gary Gensler oversaw 52 actions (93%), while only four were initiated under the new SEC Administration (for a FY total of 56), the highest and lowest respective totals for outgoing and incoming administrations during a transition year since at least FY 2013. The study, released by Cornerstone Research and the New York University Pollack Center for Law & Business, found that the Commission collected $808 million in penalties in FY2025, the lowest since FY2012 and the second lowest since FY2010.
- 2026 Examinations Priorities Issued – The Division of Examinations released its 2026 examination priorities, notably removing crypto asset-related services as a primary focus. The Division examines SEC-registered investment advisers, investment companies, broker-dealers, clearing agencies, and self-regulatory organizations, among others, for compliance with federal securities laws. For Fiscal Year 2026, in addition to conducting examinations in core areas such as fiduciary duty, standards of conduct, and the custody rule, the Division will also examine for compliance with new rules, such as the 2024 amendments to Regulation S-P.
- Proxy Advisors Faces Multiple Issues – Two major issues emerged for proxy advisors:
- The White House is exploring new measures to curb the influence of proxy advisers and index fund managers, discussing at least one executive order that would restrict proxy advisory firms – such as Institutional Shareholder Services (ISS) and Glass Lewis – with a broad ban on shareholder recommendations or an order blocking recommendations on companies that have engaged proxy advisers for consulting work. Additionally, officials also are exploring limits on how index fund managers are allowed to vote, seeking to curtail the power of industry behemoths, with one measure being discussed that would require these index fund managers to mirror their votes in line with clients who choose to vote.
- The Federal Trade Commission (FTC) is investigating whether proxy advisory firms ISS and Glass Lewis violated antitrust laws through their business of guiding shareholder votes on contentious topics, people familiar with the matter said.
Tariffs & Trade
- President Trump Implements Major Rollback of Food Tariffs – President Trump moved to lower tariffs on beef, coffee, and dozens of agricultural and food goods, marking a significant rollback of the reciprocal levies, as the Administration looks for ways to address Americans’ concerns about the cost of living. The President issued an Executive Order modifying the reciprocal tariffs he imposed on virtually every trading partner in August, exempting more than a hundred common food items, including fruits, nuts, and spices. This decision comes amidst growing political and economic concerns around affordability.
FTC
- Smaller Republican-Only Commission – With the appointment of Commissioner Melissa Holyoak to be Interim U.S. Attorney for Utah, the Federal Trade Commission (FTC) is currently operating with only two Republican members. No other nominations (of Republicans and Democrats) to fill the normally five-member commission have been announced.
China
- Product Origin Listings Urged – House Select Committee on China Chairman John Moolenaar (R-Mich.) and Ranking Minority Member Raja Krishnamoorthi (D-Ill.) called on Amazon and other online retailers to prominently display where their products come from on every product listing. The request was made in a letter to Amazon CEO Andrew Jassy, and a similar letter was sent to FTC Chairman Andrew Ferguson that also called on the agency to encourage similar practices at other e-commerce platforms.
- Underwriter of Chinese Company on Blacklist Questioned – Chairman Moolenaar sent a letter to Morgan Stanley CEO Ted Pick demanding more information on the company’s underwriting of the initial public offering (IPO) of a company whose parent company is on the U.S. government’s Uyghur Forced Labor Prevention Act (UFLPA) Entity List. “When U.S. financial institutions engage with Chinese firms linked to Uyghur forced labor, they undermine the U.S. government’s goal of deterring forced labor globally,” the letter said in part.
- White House Issues One-Year Suspension for 50 Percent Rule – The White House announced that the U.S. has suspended the Commerce Department’s Bureau of Industry and Security’s (BIS) 50% rule. The rule, had it gone forward, would have vastly expanded the U.S. export-control blacklist by including affiliates of companies that had already been targeted. The suspension was negotiated during trade talks between U.S. and Chinese officials this past week.
