On July 16, 2026, the Securities and Exchange Commission (SEC) proposed Regulation E-Delivery, a new framework that would significantly expand the ability of issuers and other market participants to satisfy federal securities law delivery obligations through electronic communications. If adopted, the proposal would permit electronic delivery to become the default method for many investor communications, subject to certain conditions and investors’ opt-out rights.
The proposal would replace the SEC’s long-standing, guidance-based approach to electronic delivery with a comprehensive regulatory framework.
For public companies, the proposal could significantly modernize the delivery of proxy statements, annual reports, and other shareholder communications, and reduce the printing, mailing, and administrative costs associated with paper delivery.
For a discussion of the proposal's impact on investment funds, see our Investment Funds advisory.
Overview of Proposed Regulation E-Delivery
Under the proposed rule, a “covered entity” would generally be permitted to deliver “covered information” electronically without first obtaining a recipient’s affirmative consent. However, recipients would retain the right to opt out of electronic delivery by requesting paper copies.
Covered entities include issuers (e.g., public companies), broker-dealers, investment advisers, investment companies, transfer agents, and other persons subject to delivery obligations under the federal securities laws. Covered information means information that federal securities laws require to be delivered to investors, shareholders, or other recipients.
Covered recipients include any investor, security holder, current or prospective customer, client, counterparty, or similar recipient of information.
The SEC intends the proposal to reflect current investor practices, cost-efficiency goals, and technological capabilities while also allowing investors to choose their preferred delivery method.
Impact on Public Company Disclosure Practices
If adopted, the proposed rule would affect the delivery of a broad range of issuer communications required under the federal securities laws.
For public companies, the most significant impact would likely be on annual meetings and shareholder engagement practices.
Under the current regime, shareholders receive paper proxy materials unless they affirmatively consent to electronic delivery or are reached through existing notice-and-access frameworks.
The proposed rule would provide a broader regulatory basis for electronic delivery across numerous disclosure obligations and eligible issuers could default to electronic delivery without first obtaining shareholders’ affirmative consent. Notably, the proposal would also remove the current exclusion for business combination transactions from Rule 14a-16 (the current notice-and-access rule for shareholder meetings), permitting issuers to use electronic delivery methods (including statements of availability) for proxy materials in M&A transactions.
If adopted, Regulation E-Delivery could:
- Simplify compliance by establishing a uniform SEC rule rather than relying primarily on interpretive guidance.
- Increase the use of online platforms and investor portals for shareholder communications.
- Facilitate quicker dissemination of required disclosures and updates to investors.
Notably, the proposal does not eliminate paper delivery. Shareholders would continue to have the ability to opt out of electronic delivery and receive physical copies of materials free of charge. The SEC has emphasized that investor choice remains a key component of the proposed framework.
Next Steps and Practical Considerations
The SEC’s proposal includes a transition process for shareholders who currently receive regulatory information in paper format. According to the SEC, these shareholders would generally receive two paper notices: one explaining the upcoming transition to electronic delivery and one advising them of their ability to opt out and continue receiving paper communications.
If adopted, the SEC anticipates providing a two-year interim period from the rule’s effective date, which the SEC proposes to be 60 days after publication in the Federal Register, before rescinding the existing E-Delivery Guidance.
The proposal remains subject to public comment until September 21, 2026. Public companies should monitor whether these requirements change in any final rule because adjustments could impact implementation timelines and shareholder outreach efforts.
At this time, public companies may wish to begin evaluating:
- Whether their transfer agents, proxy service providers, and investor communication platforms can support a broader e-delivery framework.
- The quality and accessibility of their investor-relations websites and document-hosting systems.
- Internal processes for maintaining accurate electronic contact information for shareholders.
- Procedures for tracking shareholder elections to receive paper communications.
- Potential cost savings from reduced paper-based delivery.
Overall, public companies should monitor developments as the SEC considers comments and evaluates whether to adopt a final version of Regulation E-Delivery.
If you have any questions, or would like additional information, please contact one of the attorneys on our Capital Markets & Securities team.
You can subscribe to future advisories and other Alston & Bird publications by completing our publications subscription form.