The proposed rescission of Rule 206(4)-5 (the Pay-to-Play Rule) under the Investment Advisers Act of 1940 (the Advisers Act) by the Securities and Exchange Commission (the SEC) has generally been celebrated by industry participants and observers. However, the relief may not be as momentous as many are expecting and it’s possible that very little will change for certain types of investment advisers, particularly advisers with multiple U.S. state or local government clients or investors in their private funds or other pooled investment vehicles.
Continue Reading SEC Rescission of the Pay-to-Play Rule: How Much Better Off Are Investment Advisers?SEC and/or Securities Laws
Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!
By Synne D. Chapman, Arelys Reyes & Dylan Sanders on
Since the EDGAR Next transition went live last year, SEC filers have had to adjust to a new set of account management obligations. Among these is the annual confirmation requirement; each year, one of a filer’s account administrators must log into the EDGAR Filer Management dashboard and affirm that the individuals, technical administrators, and delegated entities authorized on such filer’s EDGAR Next account remain accurate, and that all other filer information on the dashboard is accurate. This annual confirmation requirement is true for all SEC filers, regardless of whether they are individuals or entities, domestic filers or foreign private issuers.
Continue Reading Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!SEC Proposes to Modernize Proxy Solicitation Rules
By Sebastian Alsheimer, Synne D. Chapman, Helena K. Grannis, J.T. Ho, Francesca Odell, Lillian Tsu, Shuangjun Wang, Julie Rong & Bobby Bee on
On September 16, 2026, the SEC proposed a package of amendments intended to modernize the federal proxy solicitation rules. The proposal targets several paper-era or otherwise outdated requirements whose original rationale has largely been displaced by EDGAR, electronic communication and other changes in market practice, and would simplify annual meeting and proxy production and create flexibility in transaction and meeting calendars. As Commissioner Mark Uyeda stated, “Eliminating duplicative or outdated requirements reduces unnecessary compliance costs for issuers and intermediaries.”
Continue Reading SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for Issuers
By Sebastian Alsheimer, Synne D. Chapman, Helena K. Grannis, J.T. Ho, Francesca Odell, Lillian Tsu, Shuangjun Wang, Julie Rong & Bobby Bee on
On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework governing when an issuer must include a shareholder proposal in its proxy materials. Instead, state law and, where permitted by state law, an issuer’s governing documents would determine whether and when shareholder proposals must be included.
Continue Reading SEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersFinancing the Data Center Boom: The Investment Opportunity, the Risks, and the Capital Solutions Taking Shape
Posted in AI, SEC and/or Securities Laws
This is the first in a series of articles examining the rapidly evolving landscape of data center financing. Future installments will take a closer look at specific capital solutions — including senior secured bonds, structured joint ventures, project finance, and other private credit structures — that are being deployed to meet the sector’s extraordinary demand for capital. Today’s article provides an overview of the data center financing landscape, the capital requirements needed to launch and operate data centers and accompanying power infrastructure, and the risks that sponsors should be thinking about when structuring capital solutions for data centers.
Continue Reading Financing the Data Center Boom: The Investment Opportunity, the Risks, and the Capital Solutions Taking ShapeSEC Updates CFI Guidance: April Through August 2026 Roundup
By Cleary Gottlieb on
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 RoundupSEC Further Modifies Its Rule 14a-8 Response Process
By Synne D. Chapman, Helena K. Grannis, J.T. Ho, Abena Mainoo, Francesca Odell, Lillian Tsu, Shuangjun Wang, Afrah Tahir & Bobby Bee on
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 ProcessSettlement Structures for UK-Listed Shares of Overseas Companies
By Chrishan Raja, Dan Tierney & Ilya Nekrasov on
Posted in Corporate Law, SEC and/or Securities Laws
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 CompaniesClosing the Gap: FCA Eases UK IPO Research Rules
By Chrishan Raja & Bree Morgan-Davies on
Posted in Corporate Law, SEC and/or Securities Laws
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 RulesSEC Formalizes Focus on Accounting Fraud With Creation of Financial Reporting and Accounting Unit Within the Enforcement Division
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