Looking ahead to her November departure from the SEC, Commissioner Hester Peirce delivered what might be described as a farewell address to the U.S. Chamber of Commerce Capital Markets Summit.

On August 20, 2025, the Ninth Circuit affirmed the dismissal of a securities fraud class action alleging that a pharmaceutical company and certain of its executives...

The U.S. Outbound Investment Security Program (the "OIR") is poised for changes under the much-anticipated National Defense Authorization Act for Fiscal Year 2026 ("NDAA"), the text of which was finally released over the weekend.

Deputy Attorney General Todd Blanche stated in accompanying remarks that the CEP is intended to "create[] incentives for companies to come forward" because companies will "know that, across the Department, they will be rewarded when they self-disclose wrongdoing, cooperate with our investigations, and remediate the misconduct."

This memorandum updates our March 31, 2025 alert regarding the Interim Final Rule (“IFR”) curtailing reporting requirements under the Corporate Transparency Act (“CTA”).

On March 28, 2025, the Ninth Circuit affirmed a district court's dismissal of a shareholder derivative action brought by a venture capital firm against a technology manufacturer, on the ground that the VC firm could not fairly or adequately represent the interest of the manufacturer's stockholders.

On April 17, 2025, the Supreme Court unanimously reversed and remanded the Second Circuit's dismissal of an ERISA claim that was brought by plan participants alleging that their employer and other plan fiduciaries violated §1106(a)(1)(C) by causing the plans to engage in prohibited transactions for recordkeeping services.

On November 18, 2025, the Federal Reserve released a Statement of Supervisory Operating Principles that sets out changes to how Federal Reserve examiners should supervise banking organizations.

In a first-of-its-kind pleading-stage decision, a federal district court in Baker v. Index Exch. Inc., No. 25 C 10517 (N.D. Ill. June 16, 2026), denied a motion to dismiss a putative class action alleging that supply-side platform (“SSP”) Index Exchange Inc. and its affiliate Index Exchange USA, LLC violated the Electronic Communications Privacy Act, 18 U.S.C. § 2511 (the “Federal Wiretap Act”), in connection with alleged data transfers to a Chinese e-commerce platform.

As we head into 2026, meaningful updates to proxy advisor firm pay-for-performance methodologies are top of mind.

On May 19, 2026, the Securities and Exchange Commission proposed the most significant amendments to the registered offering framework in over 20 years, intended to facilitate capital formation in the public securities markets. The proposed amendments would make Form S-3 and the ability to conduct shelf offerings available to significantly more issuers, extend certain benefits currently reserved for well-known seasoned issuers (“WKSIs”) to a broader set of issuers, modernize Form S-1 and preempt state securities law registration and qualification requirements for all registered offerings, in addition to other reforms.

On June 9, 2025, Deputy Attorney General Todd Blanche published a memorandum (the "Memorandum") establishing guidelines for investigations and enforcement actions brought by the Department of Justice ("DOJ") under the Foreign Corrupt Practices Act ("FCPA").

Debt-for-equity (D4E) exchanges can be part of a structure in a tax-free spin-off transaction. If structured successfully within the confines of commercial, tax, legal and regulatory parameters, D4E exchanges enable a parent company (ParentCo) to complete the spin-off of an entity (SpinCo) on a tax-free basis and de-lever.

On July 21, 2025, the California Supreme Court issued a significant decision reversing and remanding a Court of Appeal decision that had held that a trial court had properly declined to enforce...

On June 17, 2025, the Delaware Supreme Court reversed the Court of Chancery's post-trial judgment in In re Columbia Pipeline Group., Inc. Merger Litigation, 299 A.3d 393 (Del. Ch. 2023)...

On August 20, 2024, the United States District Court for the Northern District of Texas set aside the FTC's "Non-Compete Rule" that would have banned substantially all post-employment non-competes.

On January 16, the FTC and DOJ (the "Agencies") jointly published Antitrust Guidelines for Business Activities Affecting Workers (the "Worker Guidelines"). In issuing the Worker Guidelines, the Agencies purport to replace the Agencies' 2016 Antitrust Guidance for Human Resource Professionals (the "HR Guidance").

As addressed in our prior client memo, the "Holding Foreign Insiders Accountable Act" (the "HFIAA"), which was enacted on December 18, 2025 as part of the National Defense Authorization Act for Fiscal Year 2026, requires the directors and officers of foreign private issuers ("FPIs") to make filings under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").

On July 7, the SEC released its Spring 2026 Regulatory Flexibility (“Reg Flex”) agenda detailing an ambitious list of thirty-eight potential rulemakings for the upcoming year.

On August 18, 2026, the Securities and Exchange Commission (the “SEC”) released its “Regulation Crypto Assets” framework aimed at providing regulatory clarity for issuers of crypto assets. If finalized in its current form, the new rules would create two exemptions from the registration requirements of Section 5 of the Securities Act of 1933 (the “Securities Act”) for offerings involving crypto assets that are “investment contracts” under the federal securities laws.