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 and Securities Laws
SEC 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 DivisionFourth Circuit Reverses Class Certification in Boeing Litigation, Establishing a High Bar Under Comcast
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 ComcastSEC Proposes E-Delivery as the New Default for Proxy Materials and Other Disclosures
By J.T. Ho, Shuangjun Wang, Jonathan R. Povilonis, Omelebele (Bele) Edeoga & Bobby Bee on
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 DisclosuresSEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14A
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 14ASEC Publishes Its 2026 Rulemaking Agenda
By Synne D. Chapman, Helena K. Grannis & Bobby Bee on
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 AgendaSEC Modernizes Debt Tender Offer Rules with New Exemptive Order
By Lesley Janzen, Manuel Silva, David Lopez & Stav Harel on
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 OrderSEC Proposes to Rescind Its Climate Disclosure Rules
By Helena K. Grannis, Shuangjun Wang & Bobby Bee on
On May 29, 2026, the SEC formally proposed to rescind its 2024 climate disclosure rules in full. The Commission adopted those rules on March 6, 2024, and they would have reached nearly every public company, mandating detailed disclosure about greenhouse gas emissions, the management of climate-related risks, and the financial statement effects of severe weather events. But the rules never took effect. Soon after the SEC adopted them, legal challenges arose that have put them on hold ever since.
Continue Reading SEC Proposes to Rescind Its Climate Disclosure RulesThe SEC’s Draft Strategic Plan: A Roadmap for Modernized Disclosure and Capital Formation
By Synne D. Chapman, Helena K. Grannis, Harald Halbhuber & Bobby Bee on
On June 2, 2026, the SEC published a Draft Strategic Plan for fiscal years 2026 through 2030 and opened it for public comment through July 2, 2026. A strategic plan does not change any rule on its own, but it tells public companies where the agency is headed and which initiatives the Chairman intends to push forward. Not surprisingly, this one signals a clear focus on “modernizing and simplifying disclosure practices,” “enabling new capital-raising pathways,” and returning the SEC’s “enforcement approach to Congress’ original intent.”
Continue Reading The SEC’s Draft Strategic Plan: A Roadmap for Modernized Disclosure and Capital FormationSEC Officer Definitions: A Quick Reference
By Synne D. Chapman, Adam Fleisher, Julia Petty, Shuangjun Wang, Saleh Ismail & Bobby Bee on
Federal securities law does not use a single, uniform definition of “officer.” Instead, several overlapping definitions determine who qualifies as an officer for different regulatory purposes, each carrying its own set of individual-specific disclosure consequences. For public companies and their counsel, correctly classifying officers across these frameworks is essential to ensuring compliance with SEC filing requirements. Additionally, for prospective officers themselves, understanding how these definitions apply is critical to appreciating the scope of personal information that will become publicly available upon assuming their roles.
Continue Reading SEC Officer Definitions: A Quick Reference