Cybersecurity in the investment management industry
Last week, the SEC announced that it's moving towards stricter enforcement of Inline XBRL (iXBRL) data quality as the agency will suspend filings made on EDGAR – rather than merely issuing warnings – for fee-bearing forms...more
Recent changes to U.S. securities law will significantly expand insider reporting obligations for directors and officers of Canadian companies that qualify as foreign private issuers (FPIs) with securities registered in the...more
On February 6, 2026, the Securities and Exchange Commission (SEC) announced that, beginning March 16, 2026, EDGAR will suspend filings that contain incorrect or incomplete structured filing fee-related information, rather...more
As discussed in our previous article, “Raising Capital Through Private Placements Under Regulation D”, Regulation D provides exemptions to streamline capital raising and avoid the rigorous public disclosure requirements...more
Following up on Part 1 of this blog that explains what a “preliminary proxy” is – and the first two common mistakes made with them – here are three more common mistakes (as well as a bonus note):...more
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown;...more
The staff of the SEC’s Division of Corporation Finance has announced a significant policy shift in Proxy Rules Revised C&DI Question 126.06 regarding voluntary Notices of Exempt Solicitation under Exchange Act Rule 14a-103. ...more
Effective March 18, 2026, officers and directors of foreign private issuers that have securities listed on a U.S. securities exchange or registered with the Securities and Exchange Commission (SEC) (for purposes of this...more
To quote Bill Murray, “Well, it's Groundhog Day... again...” In other words, it is time to revisit what happens with respect to the SEC if the threatened partial shutdown of the U.S. Government comes to pass...more
Our Cooley teams are working with clients to plan ahead for the looming government shutdown. For companies on the verge of the IPO, the staff has informally shared an important pre-shutdown accommodation that we didn’t have...more
Last Friday, Corp Fin revised nine CDIs, issued eight new CDIs – and withdrew ten CDIs. A huge shout out to Cooley’s Justin Kisner for the analysis of the CDIs below that are related to the proxy season and deals;...more
On December 18, 2025, the Holding Foreign Insiders Accountable Act (the Act) was enacted as part of the 2026 National Defense Authorization Act. Effective March 18, 2026, the Act eliminates an exemption from the reporting...more
As you may recall, the Holding Foreign Insiders Accountable Act (the HFIAA) was signed into law on December 18, 2025. In a nutshell, this means that directors and officers of foreign private issuers whose securities are...more
Institutional investment managers, including venture and private equity funds and other institutional investors, that engage in the short selling of equity securities should be mindful of the Securities and Exchange...more
On December 18, 2025, President Trump signed the 2026 National Defense Authorization Act, which includes the Holding Foreign Insiders Accountable Act (the HFIAA), expanding the scope of beneficial ownership reporting...more
On December 18, 2025, the Holding Foreign Insiders Accountable Act (“HFIAA”) was enacted as part of the FY 2026 National Defense Authorization Act. This new law amends Section 16(a) of the Securities Exchange Act of 1934, as...more
The Holding Foreign Insiders Accountable Act (HFIAA), which was signed into law on 18 December 2025, introduces a new compliance requirement for foreign private issuers (FPIs) that historically have not been subject to US...more
On December 18, 2025, President Trump signed into law the National Defense Authorization Act for Fiscal Year 2026. Section 8103 of the act, entitled the “Holding Foreign Insiders Accountable Act” (“HFIAA”), eliminates the...more
Starting on March 18, 2026, any executive officer or director of any “foreign private issuer”i (FPI) that has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the...more
On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (HFIAA), which eliminates a long-standing exemption that enabled foreign private issuers (FPIs) to avoid insider reporting...more
The National Defense Authorization Act for the US federal government’s 2026 fiscal year was signed into law on December 18, 2025. While primarily an annual defense bill establishing the budget and expenditures of the US...more
Pursuant to an Executive Order issued last week and as implemented in accordance with this Office of Personnel Management memorandum, the SEC will be closed from Wednesday, December 24, 2025 through Friday, December 26,...more
On Dec. 18, President Trump signed into law the Holding Foreign Insiders Accountable Act (the HFIAA). The HFIAA requires directors and officers of foreign private issuers (FPIs) to file reports with the Securities and...more
In Dealmaker’s Digest, read the top 10 latest developments in global transactions. We offer insights into M&A activity across industries and borders....more
On December 18, 2025, as part of the FY 2026 National Defense Authorization Act, the Holding Foreign Insiders Accountable Act (HFIAA) was signed into law....more