Publications

This month saw continued FTC enforcement activity on subscriptions and hidden fees, alongside a notable new complaint alleging false and misleading advertising for a dietary supplement. The FTC challenged express and implied claims that the supplement improves mood, reduces anxiety, and assists in weight loss as unsubstantiated, false, and misleading. The advertising was directed to both adults and children, and the complaint also alleged that the company made misleading earnings claims to...

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.[1] The ruling did not...

Introduction On June 30, 2026, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) issued an exemptive order granting an exemption from Rules 14e-1(a) and (b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for certain qualifying tender or exchange offers for non-convertible debt securities (“Five Business Day Tender Offers”). The SEC exemptive order supersedes the Staff’s 2015 no-action letter (the...

Americas Texas Resumes Enforcement of Anti-ESG Law Following Court Ruling On May 29, the U.S. Court of Appeals for the Fifth Circuit granted a stay of a preliminary injunction in a lawsuit challenging Texas’ anti-ESG law, Senate Bill 13 (“SB 13”), allowing the law to remain in effect pending appeal. SB 13, enacted in 2021, prohibits covered state entities from investing in companies that “boycott” fossil fuels, and requires vendors seeking state contracts over $100,000 to certify that they will...

This memorandum was written in collaboration with ICR Capital. For further information on the ICR team, see https://icrcapital.com/team/.  Summary 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.[1] The proposed amendments would make Form S-3 and the ability to conduct shelf offerings available to significantly more...

Background On May 28, 2026, the U.S. Department of State announced that it would designate Comando Vermelho (CV) and Primeiro Comando da Capital (PCC) as Specially Designated Global Terrorists (SDGTs) and announced its intent to designate both organizations as Foreign Terrorist Organizations (FTOs), effective June 5, 2026.[1] CV and PCC were designated as FTO’s and SDGTs pursuant to Section 219 of the Immigration and Nationality Act and designated as SDGTs pursuant to Executive Order 13224....

On March 10, 2026, the Fourth Circuit reversed and vacated a district court’s class certification in a lawsuit brought under § 502(a)(2) and § 409(a) of ERISA alleging that plaintiffs’ former employer had breached its fiduciary duties in selecting and retaining certain funds for their defined contribution plan[1] and seeking primarily the recovery of monetary losses. Trauernicht v. Genworth Fin. Inc., 169 F.4th 459 (4th Cir. 2026) (Niemeyer, J.). The Fourth Circuit held that “[b]ecause we...

The Securities and Exchange Commission (“SEC”) recently 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 to its registered offering rules (the “Proposal”)[1] would preempt state securities law registration and qualification requirements for all offerings registered under the Securities Act of 1933, as amended (the “Securities Act”), significantly...

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.[1], [2] 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...