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During the April-through-August 2026 period, the SEC’s Division of Corporation Finance (Corp Fin) issued new Corporation Finance Interpretations (CFIs), formerly called Compliance and Disclosure Interpretations, in May, June, and July; no CFIs were released in April or August. This post summarizes Corp Fin’s new CFIs on tender offer dissemination and Rule 506(c) offerings of tokenized securities. Corp Fin also released CFI guidance on cash-settled total return swaps, activist fund structures, pooled employer plans, listing rights in business combinations and Regulation Crowdfunding reporting, and other SEC staff published observations on common XBRL tagging errors for bank holding companies and business development companies.

Continue Reading SEC Updates CFI Guidance: April Through August 2026 Roundup

On August 14, 2026, the SEC’s Division of Corporation Finance updated its statement on how it handles Rule 14a-8 shareholder proposals. The Division will now stop responding to shareholder proposal related no-action requests of any kind, and it will no longer issue “no-objection” letters in response to a company’s representation that it has a reasonable basis to exclude. The change is effective immediately and extends the modified process the Division rolled out last November, which we covered here.

Continue Reading SEC Further Modifies Its Rule 14a-8 Response Process

UK-listed shares are required to be held and settled through the UK’s electronic settlement system (CREST), as operated by Euroclear UK & International Limited (Euroclear UK). Shares issued by a company that is not incorporated in the UK or Channel Islands cannot be transferred in CREST. However, access to CREST may be achieved through the creation of English-law governed instruments representing the underlying shares. Such instruments may be created by Euroclear UK in the form of CREST depositary interests (CDIs), or alternatively by independent service providers in the form of depositary interests (DIs). Both CDIs and DIs can be held and settled through CREST.

Continue Reading Settlement Structures for UK-Listed Shares of Overseas Companies

On August 5, 2026, the Financial Conduct Authority (FCA) published Policy Statement PS26/16, Changes to information flows for UK equity IPOs, removing two significant regulatory requirements that had governed analyst research in UK IPO transactions since 2018.The final rules came into force immediately on publication, with no transitional period. The reforms aim to shorten the UK IPO timetable, reduce execution risk, and bring the UK in line with international peers – most notably New York – as part of the FCA’s ongoing efforts to enhance the competitiveness of UK capital markets.

Continue Reading Closing the Gap: FCA Eases UK IPO Research Rules

On August 5, 2026, the SEC announced the creation of a new Financial Reporting and Accounting Unit within the Division of Enforcement “to provide the dedicated expertise, focus, and capacity to pursue accounting and financial reporting cases as well as general misconduct in the accounting and auditing areas.”

Continue Reading SEC Formalizes Focus on Accounting Fraud With Creation of Financial Reporting and Accounting Unit Within the Enforcement Division

The Fourth Circuit recently reversed a grant of class certification in a securities fraud action against Boeing, adopting a rigorous approach for establishing class-wide predominance as to damages. In Office of General Treasurer on behalf of Employees Retirement System v. Boeing Co. (Boeing), the court held that plaintiffs had failed to present a sufficiently robust and detailed method for ascertaining damages under the Supreme Court’s decision in Comcast Corp. v. Behrend (Comcast). This decision reflects an application of Comcast that may present a significant procedural hurdle for plaintiffs seeking class certification and hints at a developing circuit split on the required level of rigor in applying Comcast.

Continue Reading Fourth Circuit Reverses Class Certification in Boeing Litigation, Establishing a High Bar Under Comcast

On July 16, 2026, the SEC proposed Regulation E-Delivery, which would allow companies to make electronic delivery the default option on a go-forward basis for satisfying delivery obligations under the federal securities laws, including for proxy materials, so long as the recipient has provided an electronic address. Today the presumption runs the other way: delivery is on paper unless the recipient opts in to e-delivery. The proposal would flip that presumption, subject to conditions, while preserving each recipient’s right to opt out and receive paper for free.

Continue Reading SEC Proposes E-Delivery as the New Default for Proxy Materials and Other Disclosures

On July 9, the Staff of the Securities and Exchange Commission (the SEC) issued three new Corporation Finance Interpretations (CFIs) addressing disclosure obligations under Schedules 13D and 14A. The guidance targets a specific but increasingly common activism structure: special-purpose vehicles that raise capital from investors to buy a single issuer’s securities and conduct an activism or proxy campaign. Activists who form these vehicles must now name the underlying investors in their 13D and contested proxy filings.

Continue Reading SEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14A

The SEC’s 2026 rulemaking agenda and statement of regulatory priorities recently went public as part of the federal governments overall 2026 Regulatory Plan. The agenda lists 38 potential SEC rulemakings and reflects Chairman Atkins’s broadly deregulatory orientation, with proposals aimed at: cutting compliance burdens, facilitating capital formation, revitalizing public markets to “Make IPOs Great Again,” widening retail access to private markets, and building a crypto framework. As expected, many of the pending proposals are anticipated to reshape the disclosure, proxy, capital-raising, and governance rules that public companies live by.

Continue Reading SEC Publishes Its 2026 Rulemaking Agenda

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