NFA Elects Members To Board Of Directors And 2017 Nominating Committee

The Securities and Exchange Commission has proposed sweeping changes to federal proxy rules, including the potential rescission of Rule 14a-8 governing shareholder proposals and amendments to modernize proxy solicitation procedures. These proposals would fundamentally shift oversight of shareholder proposals from federal regulation to state law and corporate governance documents, while streamlining various proxy-related compliance requirements that have remained largely unchanged for decades.

The SEC's Division of Corporation Finance has announced a significant policy shift regarding shareholder proposals under Exchange Act Rule 14a-8, eliminating its longstanding practice of responding to company...

The SEC's Division of Examinations has issued a Risk Alert highlighting common deficiencies in how investment advisers conduct their mandatory annual compliance reviews under Rule 206(4)-7. The alert identifies critical gaps in review timing, documentation, and implementation that advisers should address to ensure regulatory compliance and operational effectiveness.

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The SEC has proposed comprehensive updates to transfer agent regulations, marking the first major overhaul since the 1970s-80s. These modernized rules address electronic recordkeeping, blockchain technology, enhanced risk management, and new compliance requirements that will significantly impact how issuers work with their transfer agents.

Maryland has amended its franchise registration and disclosure law with changes taking effect October 1, 2026. The amendments extend enforcement authority, expand franchisee claims periods, clarify jurisdictional scope, establish franchisee association rights, and codify a fast-track renewal program for franchise disclosure documents.

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A Michigan cannabis grower proved its case. A jury found that the buyer breached its supply agreement and awarded the grower $31.8 million in damages. But the grower still walked away without an enforceable verdict.

There was a time, not all that long ago, when a single attorney could reasonably handle the legal needs of a family or a small business across almost any subject that came up. The world those clients lived in was simpler. The contracts were shorter. The regulations were fewer. The tax code was thinner. The disputes tended to follow familiar paths.

Private fund sponsors and investment advisers face growing obligations to protect personally identifiable information collected during investor onboarding, from Social Security numbers to financial statements. As fundraising becomes increasingly digital, involving data rooms, subscription portals, and multiple service providers, the risk of mishandling sensitive information multiplies. What written policies and procedures should sponsors implement to safeguard prospective investor data while navigating comp

The Eleventh Circuit's reversal in U.S. ex rel. Zafirov v. Florida Medical Associates addresses one of the most anticipated False Claims Act decisions in years, ruling that qui tam provisions do not violate the Appointments Clause. While this decision aligns with other circuit courts, it leaves critical constitutional questions unresolved, including Take Care and Vesting Clause challenges that could reshape FCA litigation.

President Trump's Executive Order 14421 declares a national emergency targeting foreign-produced equipment in the U.S. bulk-power system, granting the Secretary of Energy sweeping authority to review, restrict, and potentially require replacement of equipment linked to countries under U.S. arms embargoes. While no immediate restrictions take effect, the Order's broad scope encompasses battery storage systems, utility-scale inverters, industrial control systems, and related software, with implementation regu

The OCC and FDIC have jointly finalized a rule that fundamentally redefines what constitutes an "unsafe or unsound practice" in banking supervision, establishing new binding standards for when examiners may issue matters requiring attention. This regulatory shift aims to concentrate supervisory attention on material financial risks rather than procedural deficiencies, while providing banks with stronger grounds to challenge supervisory findings that lack connection to substantive financial harm.

California's Air Resources Board has released comprehensive guidance for entities preparing their first greenhouse gas emissions reports under SB 253, introducing a voluntary reporting platform and clarifying expectations for the November 2026 deadline. The guidance addresses critical questions about data collection requirements, assurance standards, and enforcement discretion for companies that weren't tracking emissions as of December 2024. Understanding these reporting parameters and submission options w

The U.S. Securities and Exchange Commission's new EDGAR Next platform requires all filers, including public companies and Section 16 insiders, to complete annual confirmations to maintain filing access. What are the key deadlines, procedures, and consequences of failing to meet this ongoing compliance requirement that could result in loss of EDGAR access and potential filing delinquencies?

The Delaware Court of Chancery dismissed a class action challenging Vista Equity Partners' take-private acquisition of KnowBe4, Inc., finding that plaintiffs failed to adequately allege a control group among institutional investors and the CEO. The decision examines stringent pleading standards for control groups and demonstrates how a fully informed stockholder vote can cleanse transactions involving director-level conflicts, even when entire fairness review would otherwise apply.

This September 2026 edition of Quorum examines critical developments in corporate governance, M&A transactions, and securities regulation, including Delaware Court decisions on strategic investor rights and control group standards, new SEC guidance on beneficial ownership reporting, and Supreme Court rulings on disgorgement remedies. The newsletter also analyzes FTC perspectives on vertical mergers in defense sectors and provides comprehensive updates on the SEC's 2026 regulatory agenda under Chairman Atkin

The U.S. Supreme Court has unanimously ruled that the SEC may obtain disgorgement without proving investors suffered financial losses, resolving a circuit split in favor of the Commission. While the majority opinion preserves disgorgement as a powerful enforcement tool, Justice Thomas's concurrence raises fundamental questions about whether disgorgement has become a legal remedy triggering Seventh Amendment jury trial rights.

The Federal Trade Commission closed its investigation of IonQ's acquisition of SkyWater Technology after the Commission's two sitting members divided over whether the transaction warranted a negotiated behavioral consent order. These detailed statements reveal how each Commissioner analyzes vertical transactions and their claimed benefits, offering critical insights for parties planning vertical transactions in defense and national-security sectors.

A Delaware Court of Chancery opinion examines the boundaries of strategic investor rights in a case involving alleged misuse of contractual governance and veto powers. The decision explores when an investor's board designee crosses the line from legitimate oversight into disloyal conduct, and whether contractual rights shield investors from liability when they allegedly deploy those rights to harm a company for competitive advantage.