Publications

Introduction In an important development for the asset management industry, the Staff of the SEC’s Division of Investment Management issued a no-action letter to Simpson Thacher in response to our request for confirmation that state-chartered trust companies—which are among the most significant providers of crypto asset custodial services—can serve as “qualified custodians” for purposes of Rule 206(4)-2 under the Advisers Act and permissible custodians for purposes of Sections 17(f) and 26(a)...

If Congress is unable to approve a new spending bill by October 1, 2025, the federal government could be headed for a shutdown. In the face of a looming shutdown, public companies should be mindful of the impact on the operations of the Securities and Exchange Commission (the “SEC”) and how a shutdown of the SEC might impact capital raising transactions. In the event of a shutdown, it is expected that the SEC would lose the great majority of its workforce to unpaid furloughs, leaving limited...

On September 18, 2025, the SEC’s Investor Advisory Committee held roundtable discussions on the evolving role of foreign private issuers (“FPIs”) in the U.S. capital markets. The discussions were prompted by the SEC’s Concept Release on Foreign Private Issuer Eligibility,[1] issued on June 4, 2025, which solicited public comments on proposed changes to the definition of FPIs. These latest discussions follow the SEC’s rule-making in recent years in which several significant rules adopted equally...

On August 18, 2025, the Second Circuit affirmed the dismissal of a putative ERISA class action alleging that the defendant fiduciaries of an employer-sponsored defined contribution retirement benefit plan had mismanaged the plan. Collins v. Northeast Grocery, Inc., 2025 U.S. App. LEXIS 20982 (2d Cir. 2025) (Walker, J.). The Second Circuit held that plaintiffs “lack both Article III and class standing to assert several of their claims because they did not plead that they suffered any individual...

Upcoming Events: On September 30, Simpson Thacher will host a roundtable breakfast event in collaboration with the Global Infrastructure Investor Association entitled “Sustainability in the U.S. Market: Policy Shifts, Risk and Opportunity.” The session will focus on the shifting sustainability landscape in the United States and what this means for infrastructure investors. For more information and to register for the event, please see here. Emily Holland to present on ESG and...

The Federal Trade Commission once again signaled its continued focus on making it easy to cancel recurring charges and avoid misleading practices in negative option plans. In a lawsuit against LA Fitness, the FTC alleged that the difficulty cancelling a gym membership violated the FTC Act and the Restore Online Shoppers Confidence Act. Although the FTC’s Click to Cancel Rule was vacated by the Eighth Circuit in July 2025, the FTC alleges that practices making it difficult for consumers to...

The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued a final rule, effective August 26, 2025, removing the Syrian Sanctions Regulations (“SySR”), which had imposed comprehensive U.S. economic sanctions on Syria. Some U.S. sanctions related to Syria remain in place, including certain list-based designations, and exports of U.S. items to Syria are still generally prohibited. The formal removal of the SySR follows the Trump administration’s June 30, 2025...

Private fund advisers should start taking steps now to prepare for compliance with the amendments to Regulation S-P (the “Amendments”) that were adopted by the U.S. Securities and Exchange Commission (the “SEC”) in May 2024.[1] Unless the SEC delays the dates, registered investment advisers, including advisers to private funds, with at least $1.5 billion in assets under management (“AUM”) must meet the December 3, 2025 compliance date for “large” advisers, while smaller registered investment...

President Donald Trump signed an executive order today (the “Executive Order”)[1] that has the potential to redefine how millions of Americans save for their retirement. The Executive Order directs the U.S. Department of Labor (“DOL”) to issue new guidance to provide 401(k) plan fiduciaries with greater protection against litigation when offering investment options that include “alternative assets”—including private equity, credit and real estate, digital assets, commodities and infrastructure...

Welcome to the next edition of Simpson Thacher’s Liability Management Expresso, which offers a concise yet substantial look at emerging trends, financing strategies, and tactical innovations in the liability management arena. As the landscape of creative capital solutions continues to evolve, this bulletin returns with fresh insights and analysis on the latest market developments shaping strategies in the U.S., Europe and beyond. Whether you are actively...