On July 9, 2026, the Securities and Exchange Commission’s Division of Corporation Finance issued a number of new Corporation Finance Interpretations (“CFIs”) (marking more than 150 new and revised CFIs since January 2025!). The new CFIs focus on Exchange Act Sections 13(d) and 13(g), including guidance related to total return swaps on equity securities, while
Securities
Judge Orders Adani To Answer Two Questions
By Mike Koehler
In 2024, the DOJ criminally charged various individuals in connection with an alleged Indian bribery scheme. (See here for the prior post).
Gautam Adani, and others, were charged with securities fraud conspiracy and wire fraud conspiracy and several other defendants were charged with conspiracy to violate the FCPA’s anti-bribery provisions, among other charges.
On May…
SEC Staff Issues New Guidance on Registration Statement Requirements for Listed Rights in Business Combinations
By Marc Leong
On June 23, 2026, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (the “Division”) issued a new Corporation Finance Interpretation (“CFI”), providing guidance on the disclosure requirements when a company seeks to list rights on a national securities exchange in connection with a business combination transaction.
New Question 142.01 under Section 142…
Sure Enough – Another FCPA Defendant Cites DOJ’s Adani Letter
By Mike Koehler
This recent post highlighted the DOJ’s response in the Adani et al matter in which Judge Nicholas Garaufis (E.D.N.Y.) directed the DOJ “to advise the court of each reason for dismissing the Indictment with prejudice as against all Defendants and to provide the court with sufficient factual support for each basis.”
The DOJ responded with…
Delaware Court of Chancery Draws a Line on Release Conditions in M&A
In a recent post-trial decision, the Delaware Court of Chancery held that a corporation breached its certificate of incorporation by conditioning payment of merger consideration on a stockholder’s execution of a joinder agreement that included a broad release of claims. The court held that the stockholder’s damages were limited to the merger consideration payable under…
What’s New on the SEC Reg Flex Agenda?
This week, the Securities and Exchange Commission’s 2026 rulemaking agenda (the “Unified Agenda”) was made publicly available (see here). The Unified Agenda sets out the SEC’s rulemaking priorities for the next year, with general timeframes (but these timeframes are guidelines, and should not be considered definite indicators of when rulemakings will happen). The current…
Hobson Sentencing Rescheduled As New Counsel Takes Over
By Mike Koehler
As discussed here, in February Charles Hunter Hobson (who served in a variety of roles at Corsa Coal from 2013 to 2018) was found guilty by a jury for various Foreign Corrupt Practices Act and related offenses in connection with an Egyptian bribery scheme. As highlighted here, the “foreign official” jury instruction in…
That Sounds Familiar
By Mike Koehler
For many years, this site has documented how much of the largeness of corporate Foreign Corrupt Practices Act enforcement has been the result of enforcement actions against companies located in countries that – like the U.S. – are also parties to OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OECD…
DOJ Calls Adani Matter A “Name And Shame” In Encouraging Dismissal
By Mike Koehler
In 2024, the DOJ criminally charged various individuals in connection with an alleged Indian bribery scheme. (See here for the prior post).
Gautam Adani, and others, were charged with securities fraud conspiracy and wire fraud conspiracy and several other defendants were charged with conspiracy to violate the FCPA’s anti-bribery provisions, among other charges.
On May…
SEC Provides a Path for Private Funds to Access Treasury Clearing
On June 18, 2026, the Securities and Exchange Commission (“SEC”) granted conditional exemptive relief (the “Conditional Exemption”) from the central clearing mandate for U.S. Treasury securities for private funds to access central clearing through captive clearing subsidiaries.
SEC Rules 17ad-22(a) and (e)(18)(iv)(A) require a U.S. Treasury securities covered clearing agency (“U.S. Treasury securities CCA”) to…