Publications

On October 7, 2026, the U.S. Department of the Treasury (“Treasury”) announced that it had, in July 2026, issued its first civil enforcement penalty under the Outbound Investment Security Program, often referred to as the Outbound Investment Rule (the “OIR”). Treasury levied a $200,000 penalty against Amidi, LLC (“Amidi”) for failing to submit a required notification of an investment by its controlled foreign entity into a “Chinese embodied artificial intelligence company.” Specifically, on...

New Exam Handbook from the Division of Examinations Summary: On October 1, the Division of Examinations announced a new handbook, “The SEC Exam Handbook: A Practical Guide on Process and Engagement.” The Handbook replaced the existing EXAMS Brochure, and in a speech on September 16, Director of Examinations Keith Cassidy described the then-impending Handbook as a “modern and expanded replacement.” The new Handbook largely aligns with the Brochure that it replaces, but adds additional content...

Affordability remains front and center at the FTC. This month, the agency turned its attention to healthcare and gas costs. It also issued detailed guidance on price transparency for auto dealers that marketers in any industry might want to heed: the advertised price “must be the actual price that any consumer can walk in and pay,” with only government fees excluded. The FTC continues to consider how to combat scams and is seeking public comment on whether online platforms should help stop...

I. Introduction On September 17, 2026, the Securities and Exchange Commission (the “SEC”) issued an order designed to facilitate onchain trading of tokenized National Market System (“NMS”) stocks through a new category of trading venue, a Tokenized Securities Venue (“TSV”).[1] The so-called “Innovation Exemption” permits TSVs that meet certain specified conditions to trade tokenized NMS stock using permissioned automated market makers and liquidity pools[2] (together, “AMM Liquidity Pools”) and...

Interagency Uncertainty Remains On September 17, 2026, the Federal Deposit Insurance Corporation (“FDIC”) published a notice of proposed rulemaking that would substantially revise its review processes for transactions requiring prior approval under the Bank Merger Act (the “Bank Merger Act” or “BMA”). If finalized, the proposed rule (the “Proposed Rule”) would introduce materially shorter processing timelines and new transaction categories with expedited processing and modernize the competitive...

I. Introduction The SEC’s Office of the Chief Accountant and the Division of Investment Management jointly published a staff statement on September 28, 2026, addressing fair value measurement and disclosure considerations for private assets held by registered funds, business development companies (“BDCs”), and other similar registrants (for purposes of this Alert, “regulated funds”).[1] The joint statement, framed as a “reminder,” focuses on private credit valuation practices, secondaries, and...

Summary Courts in Delaware and New York recently have dismissed with prejudice parallel putative class actions challenging mutual fund NAV accounting practices. The decisions are important victories for advisers to registered funds. Both cases asserted claims under the Securities Act of 1933, alleging that equity mutual funds misstated NAV by treating accrued dividends and realized capital gains as assets rather than liabilities. Both courts rejected these theories at the pleadings stage,...

For businesses that sell to EU consumers, this alert highlights why the new greenwashing rules matter now, including for packaging, websites, advertising, brand and product names, and sustainability labels. The rules apply now and can also reach non-EU businesses and financial services firms dealing with EU consumers. Overview On 27 September 2026, new rules to strengthen EU consumer protection against greenwashing went into effect. The “EmpCo Directive” (full name: “Directive as regards...

Clarity on the Horizon for Digital Assets: Regulation Crypto Assets Summary: On August 18, the SEC proposed new rules titled “Regulation Crypto Assets,” which would create a tailored securities offering regime for certain investment contracts involving crypto assets. The proposal builds on the Commission’s March 2026 clarification of how the securities laws apply to crypto assets and transactions involving the same. In his statement, Chairman Atkins characterized the proposal as designed to...

On September 16, 2026, Members of Congress[1] introduced the “Stop Corporate Takeovers of Physicians Act of 2026” (H.R. 10444) (the “Bill”), which, if enacted, would establish the first-ever federal corporate practice of medicine (“CPOM”) ban and impose significant new restrictions on management services organization (“MSO”)[2] structures. The Bill’s broad language would apply to major healthcare, telehealth, and technology companies, since payer-owned physician platforms, retail health...

On September 17, 2026, the FDIC proposed a rule under the Federal Deposit Insurance Act (“FDI Act”) that would ensure state-chartered banks operating across state lines receive the same preferential legal treatment as national banks, even when they serve customers in states in which they do not maintain a physical branch. Under the proposal, when a host state law has been preempted for national banks, that law would similarly not apply to out-of-state state banks providing services in the host...

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...