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The SEC has issued a significant exemptive order modernizing and expanding the ability of issuers to conduct tender offers for their non-convertible debt securities over an abbreviated period of five business days. This new exemptive order expressly supersedes previous guidance contained in the 2015 no-action letter, often referred to as the Abbreviated Debt Tender Offer Letter, and introduces greater flexibility and efficiency for liability management transactions, including the ability to conduct partial tender and exchange offers, conduct exchange offers without an accompanying retail tender offer, and couple typical consent solicitations with an offer. This pragmatic shift recognizes current market realities and technological advancements, and continues the trend established by the SEC’s April 2026 exemptive order for equity tender offers (which permitted a minimum 10 business day offering period for certain equity tender offers), offering a more robust framework for managing outstanding debt.

Continue Reading SEC Modernizes Debt Tender Offer Rules with New Exemptive Order

For over two decades, the Commodity Futures Trading Commission (the Commission or CFTC) has exercised regulatory authority over prediction markets, which, in the U.S., are generally registered with the CFTC as Designated Contract Markets (DCMs). But the recent proliferation and growth of prediction markets in the U.S. has surfaced questions about the oversight of prediction markets, including the types of event contracts DCMs should be allowed to offer and the appropriate process for review and approval of such contracts. On June 12, 2026, the CFTC published in the Federal Register a Notice of Proposed Rulemaking (NPRM)[1] aimed at addressing some of these questions. Specifically, the NPRM proposes amendments to the CFTC’s Part 40 regulations to address the special rule for review and approval of event contracts under Section 5c(c)(5) of the Commodity Exchange Act (CEA) (the Special Rule).[2] The Special Rule as outlined by the CEA provides the CFTC discretion to determine whether event contracts listed on DCMs are contrary to the public interest if the contract involves unlawful activity, terrorism, assassination, war, gaming, or another activity that the Commission has determined by rule or regulation to be similar to those “Enumerated Activities.” Part 40 of the CFTC’s regulations governs the submission of new products, rule changes and requests for approval by registered entities to the CFTC. The NPRM proposes three principal changes, to the Part 40 regulations. First, it would define when event contracts “involve” an activity enumerated in the Special Rule. Second, it would define “gaming” for purposes of the Special Rule. Third, the Commission proposes public-interest factors to guide its public interest review and more details on how the CFTC’s 90-day review process would proceed. This alert memorandum describes the primary features of the NPRM and its implications for DCMs listing event contracts, prediction-market operators, market participants, and firms whose employees may trade event contracts. In particular, we examine the Commission’s proposed interpretations of “involve” and “gaming” in the context of the Special Rule, the public-interest factors that would apply to different categories of event contracts, and the process the Commission proposes for reviewing event contracts under the Special Rule. We also consider how the NPRM would implement changes to the Commission’s prior position on political event contracts. It follows our prior alert memoranda, Prediction Markets for Those Who Don’t Predict (and Those Who Do)[3] and Betting on Company Information: Prediction Market Considerations for Public Companies,[4] which provided an overview of the regulatory framework applicable to prediction markets and addressed recent developments.

Continue Reading Prediction Markets for Those Who Don’t Predict (and Those Who Do) – The CFTC Proposes Rules in Connection With the Special Rule

On May 19, 2026, the SEC proposed amendments that would collapse the current five overlapping filer categories into just two (large accelerated filer and non-accelerated filer) and raise the large accelerated filer public float threshold from $700 million to $2 billion. The amendments would also extend the scaled disclosure accommodations now reserved for smaller reporting companies and emerging growth companies to an estimated 81% of reporting companies. Every newly public company would also receive a guaranteed five-year on-ramp during which large accelerated filer status cannot attach. The SEC has deliberately limited the proposal’s reach over foreign private issuers, pending the broader review of the FPI framework initiated by its June 2025 concept release.

Continue Reading SEC Proposes Simplified Filer Status Framework and Expanded Disclosure Relief

On May 19, 2026, the SEC proposed amendments in a “Registered Offering Reform” package that would make it significantly easier for public companies to raise capital through registered offerings of securities. The proposed rules would broaden Form S‑3 shelf eligibility to a much larger set of issuers by, most notably, eliminating the current one-year seasoning requirement and the transaction requirements (including the $75 million public float threshold). Among other things, this means that newly public companies of any size will now be S-3 eligible immediately after their IPOs.

Continue Reading SEC Proposes Registered Offering Reform: Shelf Access Immediately After IPO and Regardless of Size of Public Float, Expanded WKSI-Like Benefits, and Form S-1 Modernization

Yesterday, the Securities and Exchange Commission rescinded its so-called “gag rule,” which for fifty years had prohibited a settling defendant from publicly denying the allegations in a settled SEC Enforcement action.[1] The policy shift has received significant media attention, but we believe it will have little effect on the experience of most individuals and entities facing SEC investigation, many of whom are keen to resolve an investigation and move on without drawing additional attention to themselves. But the change does create potential pitfalls for those trying to resolve SEC investigations, and heightens the need to think strategically when negotiating resolutions and pursuing public denials of wrongdoing. We have investigated, settled, and litigated numerous SEC enforcement investigations, both on behalf of the agency and in private practice. Outlined below are some of the potential knock-on effects we see from this policy change.

Continue Reading Deny With Care: SEC Rescinds Settlement “Gag Rule,” Creating Risks and Opportunities for Settling Defendants

In his first public remarks, delivered just days into his tenure, SEC Enforcement Division Director David Woodcock announced that he will “provide hands-on leadership” to make sure SEC Enforcement investigators “focus on the fundamentals,” which he defined as “protecting investors and safeguarding markets from real harm.”[1] In announcing his “back-to-basics” approach, Woodcock gave top billing not just to traditional scams, but also to cases involving financial reporting and private funds and investment advisers. Woodcock’s remarks and his prior tenure at the SEC—and our own work on recent and ongoing SEC investigations and resolutions—indicate that the agency will continue to pursue these often complex cases even when they do not find or charge fraud, perhaps to the surprise of commentators who prematurely announced the demise of SEC Enforcement.

Continue Reading New SEC Enforcement Director David Woodcock Outlines Enforcement Priorities, Including Focus on Financial Reporting and Private Funds

The Securities and Exchange Commission recently cut the minimum time required for certain equity tender offers in half. Historically, federal rules mandated that such offers remain open for at least 20 business days. Now, an April 16, 2026 exemptive order from the Division of Corporation Finance allows market participants to conclude qualifying cash tender offers in just 10 business days. While this new relief applies exclusively to equity securities, it signals a pragmatic shift at the SEC and suggests market participants may see similar relief formalized for debt tender offers down the road.

Continue Reading SEC Reduces Minimum Equity Tender Offer Period to 10 Business Days

Prediction markets allow participants to trade contracts on whether or not real-world events will occur. These platforms have grown rapidly, and contracts tied to specific company activity are now actively trading, including contracts on IPOs, mergers and acquisitions, earnings call mentions, and sales and subscriber metrics. While most public companies have adopted insider trading and related policies to regulate trading in the company’s securities, companies’ policies are generally written for securities transactions, where prediction market event contracts are generally not offered or traded as securities in the traditional sense. That gap matters, as companies still need to guard against misuse of company information in the context of other transactions, such as events contracts. Trading on the basis of nonpublic information on prediction markets may attract enforcement at multiple levels, including platform based sanctions, regulatory actions, and criminal charges against individuals that may have implications for public companies. This alert explains the risks, outlines what companies can do to address these risks and identifies what to watch for as the regulatory framework takes shape.

Continue Reading Betting on Company Information: Prediction Market Considerations for Public Companies

Just a few days ago, a state-linked hacking group claimed responsibility for a disruptive cyberattack on a Fortune 500 medical technology company with no ransom demand and no negotiation, calling it retaliation for a U.S. military strike. The risk of this type of politically-motivated cyberattack may increase given the increasingly volatile geopolitical environment. To combat this, the President recently signed an executive order targeting cybercrime carried out by transnational criminal organizations, aimed at improving federal coordination in combatting cybercrime. Now is an important time for boards and management teams to focus on crisis and risk management, including durable operational resilience planning. This alert provides perspectives about current best practices on incident preparedness in the face of such threats, explains how this preparedness can be supplemented by an operational resilience framework, discusses the practical implications of the executive order, and lays out a governance hygiene checklist to guide your next cybersecurity oversight discussion.

Continue Reading Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company Boards

On March 5, 2026, the SEC granted exemptive relief from Section 16(a) beneficial ownership reporting requirements for directors and officers of foreign private issuers (“FPIs”) incorporated or organized in certain jurisdictions with insider reporting regimes substantially similar to the United States. The exemption covers FPIs incorporated in Canada, Chile, member states of the European Economic Area, the Republic of Korea, Switzerland, and the United Kingdom—provided the FPI is subject to a qualifying regulation and each individual director or officer satisfies certain conditions. This relief arrives just ahead of the March 18, 2026 deadline for initial Form 3 filings, although qualifying FPIs and their directors and officers should review the exemption’s conditions carefully before concluding they can rely on it. In this alert, we summarize the qualifying jurisdictions, the exemption’s conditions and limitations, and what FPIs should do now.

Continue Reading Section 16(a) Reporting: SEC Grants Exemptive Relief for Foreign Private Issuers in Certain Jurisdictions