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
Securities
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…
DOJ Unsure On Actual Appeal In Rovirosa Matter
By Mike Koehler
In mid-April, Judge Kenneth Hoyt (S.D. Texas) granted post-trial motions by Ramon Alexandro Rovirosa Martinez and ordered that he be released from prison. (See here).
Shortly thereafter, on May 8th, the DOJ filed a notice of appeal in the Fifth Circuit. (See here).
In a recent filing, the DOJ has indicated that it…
SEC Issues Exemptive Order Expanding Availability of Five-Business Day Tender Offer Relief for Non-Convertible Debt Securities
On June 30, 2026, the Office of Mergers and Acquisitions of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued an exemptive order (the “2026 Exemptive Order”) allowing certain qualifying tender or exchange offers for non-convertible debt securities to remain open for a minimum of five business days, instead…
A Purchase-Price Adjustment Is Not the End of the Road With Indemnification on the Table
In Golden Rule Financial Corporation v. Shareholder Representative Services LLC, the Delaware Court of Chancery held that, following a post-merger purchase-price adjustment that benefited the seller, the buyer may still receive indemnification from the seller for that adjustment payment if the adjustment was caused by a misrepresentation in the agreement or a warranty breach.
The…
SEC to Host Event on Modernizing the IPO Process
The Securities and Exchange Commission’s (“SEC”) Office of the Advocate for Small Business Capital Formation, in conjunction with the Division of Corporation Finance, will host an event titled “Rethinking the Rulebook: Modernizing the IPO Process & Access to Public Capital” on July 13, 2026, at 2:00 p.m. Eastern Time.
The discussion will focus on ways…
Division of Corporation Finance Issues Exemptive Order for Certain Tender and Exchange Offers for Non-Convertible Debt Securities; Supersedes 2015 No-Action Letter
On June 30, 2026, the Office of Mergers and Acquisitions of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued an exemptive order (the “2026 Exemptive Order”) granting relief for certain tender and exchange offers for non-convertible debt securities from the requirement that such offers remain open…