Securities Exchange Act, Securities Regulation

Securities Class Action Settlements: Author Commentary

Cornerstone Research on 3/3/2026

Securities class action settlement activity declined in 2025 as measured by the 16% drop in the number of settled cases. Aggregate settlement dollars were also lower, reflecting in part mega settlements that were...more

Securities Class Action Settlements: 2025 Highlights

Cornerstone Research on 2/25/2026

While the number of securities class action settlements declined 16% from 2024, the median settlement amount grew by 20%, driven by an increase in settlement sizes for cases with only Securities Act of 1933 (’33 Act) claims....more

No-Action Letter on “Group” Reporting under Section 13(d) and 13(g) for Parties to OTC Derivatives Contracts

Mayer Brown Free Writings + Perspectives on 2/13/2026

On January 23, 2026, the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission issued a letter in which it stated it would not object if a large investment bank (the “Bank”) determines...more

Nasdaq Proposes Immediate Delisting for Companies Below $5 Million Market Value

Goodwin on 2/9/2026

On January 26, 2026, The Nasdaq Stock Market (Nasdaq) filed a rule proposal with the Securities and Exchange Commission (SEC) that would permit the immediate suspension and delisting of a company listed on the Nasdaq Global...more

SEC Enforcement in Financial Reporting and Disclosure: Fiscal 2025 Year-End Update

Jones Day on 1/9/2026

Financial reporting and disclosure enforcement is a perennial priority for the U.S. Securities and Exchange Commission (“SEC”), but the change in presidential administrations in January 2025 ushered in a potentially new...more

Directors and Officers of Foreign Private Issuers Soon Subject to Section 16(a) Reporting [Alert]

Cozen O'Connor on 1/2/2026

With the National Defense Authorization Act for 2026 (the NDAA) signed into law on December 18, 2025, directors and officers (also referred to as insiders) of Foreign Private Issuers (FPIs) with equity securities registered...more

SEC Public Companies Enforcement: FY 2025 Review and What to Expect in 2026

Cooley LLP on 12/26/2025

When Paul Atkins became the new chairman of the Securities and Exchange Commission (SEC) in April 2025, the market expected enforcement actions against public companies to decrease....more

FPI Insiders Required to File Section 16 Reports: Five Things to Know

Cooley LLP on 12/22/2025

As I recently blogged, the defense spending bill that has now been passed by both the House and the Senate includes a provision – the “Holding Foreign Insiders Accountable Act” – that President Trump signed into law last...more

SEC Announces Changes to Rule 14a-8 Shareholder Proposal Process

Latham & Watkins LLP on 11/19/2025

On November 17, the SEC’s Division of Corporation Finance announced a major shift in how the SEC Staff handles requests to exclude shareholder proposals. ...more

Shutdown Aftermath: SEC Staff to Consider Only Shareholder Proposal No-Action Requests Challenging Propriety of Proposals under...

Ropes & Gray LLP on 11/18/2025

The Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) released a statement today indicating that it will not respond to no-action requests by companies seeking to exclude...more

SEC Changes Course, Concludes Mandatory Arbitration Provisions Do Not Conflict With Federal Securities Laws

Cooley LLP on 11/5/2025

The US Securities and Exchange Commission (SEC) recently changed its longstanding position disfavoring the inclusion of certain mandatory arbitration provisions in corporate certificates of incorporation or bylaws. As Chair...more

SEC Shutdown: 10 FAQs About Removing the Delaying Amendment

Latham & Watkins LLP on 10/8/2025

It appears that the US Government shutdown is going to last for a bit. Market participants are accordingly asking what options are available to get pending deals across the finish line while the SEC is not able to declare...more

SEC Guidance to Registrants Navigating the Government Shutdown

Skadden, Arps, Slate, Meagher & Flom LLP on 10/1/2025

On September 30, 2025, the staff of the SEC’s Division of Corporation Finance published a summary of the impact of the government shutdown on the Division’s operations, along with guidance for registrants who have or expect...more

Insider Trading Likely a Continued Focus for SEC Enforcement

Foley & Lardner LLP on 9/23/2025

With last year’s change in administration, the appointment of Securities and Exchange Commission (SEC or the “Agency” or “Commission”) Chairman Paul Atkins, and Judge Ryan being named as enforcement director, there is much...more

New Texas Law Applicable to “Nationally Listed Corporations” Sets Forth Heightened Requirements for Shareholder Proposals

Jackson Walker on 9/9/2025

Texas Senate Bill 1057, which became effective September 1, 2025, adds new Section 21.373 to the Texas Business Organizations Code (“TBOC”). This new Section of the TBOC creates a framework that governs when and how...more

SEC authorizes in-kind creations and redemptions for crypto ETPs while exchanges advance generic listing standards

Eversheds Sutherland (US) LLP on 8/14/2025

The Securities and Exchange Commission’s (SEC) July 2025 decision to permit in-kind creation and redemption for cryptocurrency exchange-traded products (ETPs) marks a pivotal moment in digital asset regulation. This approval,...more

Regulating Proxy Advisors: Court Rules Advice Is Not a ‘Solicitation’ and Texas Enacts Its Own Law

Paul Hastings LLP on 7/9/2025

On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under...more

It's Confirmed: 2020 Proxy Advisor Regulations Exceed the SEC's Authority

Jones Day on 7/2/2025

On July 1, 2025, a federal court of appeals held that the SEC's regulation of proxy advice exceeded its authority and the SEC's 2020 proxy advisor regulations are not valid. The court closely tracks the district court's...more

SEC Staff Clarifies That Certain Protocol Staking Activities Do Not Implicate the Registration Requirements of the US Federal...

Latham & Watkins LLP on 6/16/2025

The Staff clarifies that protocol staking does not qualify as a security under the Howey Test, clearing the way for market participants to engage in staking....more

SEC Staff Says Certain Protocol Staking Activities Don't Constitute the Sale of Securities

Fenwick & West LLP on 6/16/2025

The SEC’s Division of Corporation Finance recently issued a statement on Certain Protocol Staking Activities, essentially articulating the Division’s view that “Protocol Staking Activities,” do not involve the offer and sale...more

United States: SEC’s Division of Corporation Finance Clarifies That Participation in Certain Proof-Of-Stake Activities Does Not...

K&L Gates LLP on 6/10/2025

On 29 May 2025, the SEC’s Division of Corporation Finance (the Division) issued a guidance statement (Statement) related to certain protocol staking activities. The Statement addresses the impact of federal securities laws on...more

Securities Exchange Act › Securities Regulation