On July 9, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published Regulatory Notice 26-14, requesting comment on a proposal to modernize certain requirements applicable to retail communications under FINRA Rule 2210 (Communications with the Public) (the “Proposal”). The Proposal represents one of the most significant modernization efforts relating to the review and supervision
Free Writings + Perspectives
News and Views on Securities Regulation and Capital Formation
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SEC and CFTC Jointly Request Comment on Product Definitions
On June 18, 2026, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) issued a joint request for public comment regarding potential updates to the definitions of “swap” and “security-based swap,” along with other interpretive issues arising under Title VII of the Dodd-Frank Act. The agencies seek feedback on whether existing…
Small Business Capital Formation Advisory Committee Re-Engages Focus on IPOs
On July 8, 2026, the Securities and Exchange Commission (the “SEC”) announced that its Small Business Capital Formation Advisory Committee (the “SBCFA”) will hold a public meeting on July 21, 2026 to explore ways to modernize public market access and encourage IPOs and small public company capital formation.
As discussed in our prior post from…
Blockers and Beyond: Second Circuit Confirms Effectiveness of Beneficial Ownership Blockers Under Section 16(b)
The U.S. Court of Appeals for the Second Circuit recently provided guidance regarding Section 16(b) short-swing profit liability for corporate issuers and institutional investors. On July 7, 2026, the court affirmed the dismissal of an action brought by the post-bankruptcy successor to Bed Bath & Beyond (“BBB”), which sought to recover more than $310 million…
SEC No-Action Letter on Bail-In Securities
By Marc Leong
On July 8, 2026, the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (the “No-Action Letter”) in response to an incoming letter submitted on behalf of UBS Group AG (the “Incoming Letter”), addressing the application of the U.S. Securities Act…
New Corporation Finance Interpretations on Beneficial Ownership Reporting and Other Topics
By Liz Walsh
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…
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…
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…
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…
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…