Publications

On September 16, 2026, the Securities and Exchange Commission proposed to (1) rescind Rule 14a-8, the federal shareholder proposal rule, and amend Rule 14a-4(c) to expand issuers’ discretionary voting authority with respect to certain shareholder proposals[1] and (2) modernize various aspects of the proxy solicitation framework to reflect developments in market practice and technology.[2] If adopted, the proposals would represent the most significant overhaul of the federal proxy regime in...

Upcoming Events: Leah Malone, Head of Sustainability and ESG Practice, to present in partnership with PLI, Climate Risk and Sustainable Investing: Fiduciary and Strategic Considerations for Asset Managers 2026, on September 18. For more information, see here. Americas CARB Releases Additional Resources as SB 253 Reporting Deadline Quickly Approaches On September 1, the California Air Resources Board (CARB) released new resources ahead of the November 10, 2026 deadline to support the first round...

On Friday, California Office of Health Care Affordability (“OHCA”) published proposed final regulations that implement a 2026 law that significantly expanded OHCA’s review authority over health care transactions involving private equity (“PE”) groups, hedge funds, and management services organizations (“MSOs”). Stakeholders involved in California health care transactions should re-assess whether their ongoing or contemplated transactions are implicated by these regulations, because newly...

This month’s headline FTC action was the announcement that the FTC and 22 states sued Amazon over deceptive advertising practices. But the FTC has also kept its sights trained on protecting cash-strapped consumers. The FTC announced settlements involving empty credit-repair promises, bill payment platforms masquerading as official payment channels, and tacked-on fees at used car dealerships. On the class action front, plaintiffs are taking aim at manufacturers over claims that their older...

Public companies regulated by the U.S. Food and Drug Administration (“FDA”) may encounter additional scrutiny of their statements to investors as a result of the FDA’s new three-year memorandum of understanding (“MOU”) with the U.S. Securities and Exchange Commission (“SEC”).[1] While this is not the first time that the two regulators have issued formal statements of their commitment to protect investors from misrepresentations about the status of FDA product reviews, the MOU signals SEC...

I. Introduction The U.S. Securities and Exchange Commission (the “SEC” or “Commission”) has proposed to rescind Rule 206(4)-5 under the Investment Advisers Act of 1940[1] (the “Advisers Act”), commonly known as the “Pay-to-Play Rule”.[2] Issued on September 3, 2026, the proposal (the “Proposal”) follows years of industry advocacy and statements from Commissioners critical of the rule; notably, in the months leading up to the Proposal, Chairman Atkins characterized the rule as “a trap for the...

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. The rules would also...

On August 24, 2026, the U.S. Department of the Treasury announced the launch of “Operation Economic Outcast,” which it described as “an unprecedented, whole-of-government, economic campaign against the Islamic Republic of Iran and its enablers.”[1] The action encompasses three primary measures: (1) a determination pursuant to Section 1(a)(i) of Executive Order 13902, designating five sectors of the Iranian economy (aviation, digital assets, gold, shipping, and technology sectors), (2) the...

On August 3, 2026, the Office of the Comptroller of the Currency (the “OCC”) issued a proposal to overhaul its rules on disclosing confidential supervisory information (“CSI”)—which generally refers to supervisory and examination records and correspondence protected by the bank examination privilege.[1] The Federal Deposit Insurance Corporation (the “FDIC”) proposed similar changes at the end of June 2026.[2] Together, these proposals would generally let covered banks and holding companies...

This memorandum updates our March 31, 2025 alert regarding the Interim Final Rule (“IFR”) curtailing reporting requirements under the Corporate Transparency Act (“CTA”). On August 11, 2026, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a final rule (the “Final Rule”) ending reporting requirements under the Corporate Transparency Act (“CTA”) for U.S. entities. Foreign entities formed outside of the U.S. that are registered to do business in a U.S....

On August 7, 2026, the U.S. Department of the Treasury, as Chair of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), released its Annual Report to Congress covering calendar year 2025 (the “Report”). The Report provides detailed statistics on CFIUS filing volumes, review timelines, enforcement actions, and policy developments during 2025. Below, we summarize the key takeaways from the Report and their practical implications for M&A transactions. These...

SEC Reveals Ambitious Regulatory Agenda Summary: 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. Key areas of rulemaking focus include rules designed to facilitate retail investor participation in private markets, recordkeeping reform for broker-dealers and registered investment advisers, modernization of the Custody Rule framework to address digital assets,...

Recent actions by the Office of the Comptroller of the Currency (the “OCC”) reinforce a familiar and consequential message for applicants pursuing a national bank or special purpose charter: application quality, credibility of the business plan and readiness for supervisory scrutiny matter. Since the start of the Trump Administration, the OCC has demonstrated its willingness to review and approve applications for new charters, including for innovative business plans, at a pace not seen in...