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On October 7, 2026, the SEC issued a report on its investigation of certain Climate Action 100+ (CA100) members’ conduct in connection with the 2021 ExxonMobil proxy contest. While the SEC chose not to bring an enforcement action based on its investigation, the report sends a clear warning: coordinated engagement by investors, even through an intermediary, could create a reportable group or cost investors their Schedule 13G eligibility. This memo summarizes the SEC’s concerns and what investors and issuers should do before the 2027 proxy season.

Continue Reading SEC Climate Action 100+ Report Flags Group Formation and “Passive Investor” Status Risks
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On October 15, 2026, the staff of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Staff) released a series of new and revised Corporation Finance Interpretations (CFIs, formerly known as Compliance and Disclosure Interpretations, or C&DIs) addressing Rule 701 under the Securities Act of 1933 (the Securities Act), Form S-8 and the related registration fee rules, as well as a Form 4 filing timing question under Section 16 of the Securities Exchange Act of 1934 (the Exchange Act).[1] Most of the guidance is new, although the Staff also revised two longstanding Form S-8 interpretations, including one that reverses the Staff’s prior position on assumed awards held by former employees of an acquired company.

Continue Reading Vested Interests: SEC Staff Streamlines Form S-8, Rule 701, and Section 16 Guidance
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On Friday, September 18, 2026, the U.S. Department of Justice (DOJ) announced revisions to two Justice Manual sections governing False Claims Act (FCA) enforcement. The revisions narrow DOJ’s enforcement approach in two respects. First, DOJ revised Justice Manual § 1-19.000 to reinstate and expand a 2017 policy that limited the use of sub-regulatory guidance documents in enforcement actions, reinforcing the principle that guidance cannot impose legal obligations beyond those established by statute or regulation. Second, DOJ revised Justice Manual § 4-4.111 to mandate that Department attorneys assess “in each case” whether to seek dismissal of qui tam actions when the government declines to intervene; allow Department attorneys to revisit that assessment as litigation progresses; and encourage Department attorneys to consider curbing meritless qui tam actions (without limitation to those that are facially frivolous or legally defective) when making that assessment. 

Continue Reading DOJ Revises Justice Manual Sections on False Claims Act Enforcement
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On October 7, 2026, the U.S. Department of the Treasury (Treasury) announced that it had issued the first civil monetary penalty under the Outbound Investment Security Program (OISP) in July 2026.[1] Treasury penalized Amidi, LLC (Amidi), a U.S. entity, $200,000 for failing to notify Treasury of an investment by its controlled foreign entity, a Chinese fund, in a Chinese artificial intelligence (AI) and robotics company. Amidi also is the parent entity of Plug and Play Tech Center, a Silicon Valley-based global innovation platform and startup accelerator. Although the underlying investment was modest in dollar terms, the announcement is significant as the first publicly announced enforcement action under the OISP, which took effect on January 2, 2025. 

Continue Reading Treasury Imposes First Penalty Under the Outbound Investment Security Program
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On October 2, 2026, in Guillaume v. Armstrong,[1] Judge Andrea K. Bouressa dismissed a shareholder derivative action against Coinbase Global, Inc. (Coinbase) and its directors, holding that Texas law, rather than Delaware law, governs a shareholder’s standing and authority to bring derivative claims on behalf of a Texas corporation, even when the alleged misconduct occurred when the company was incorporated in Delaware.[2] The decision offers important guidance for companies that have reincorporated in Texas or are considering doing so, and clarifies how Texas courts will apply the internal affairs doctrine in this context.

Continue Reading New Home, New Rules: Texas Business Court Holds Texas Pre-Suit Demand Rules Apply to Shareholder Derivative Suit Alleging Pre-Reincorporation Misconduct
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On September 30, 2026, the Securities and Exchange Commission (SEC) proposed several amendments to existing rules in a package (collectively, the Proposal) that would, if adopted as proposed, significantly expand retail investor access to private markets through regulated fund structures. This Proposal includes a significant relaxation on the use of performance fees with respect to Regulated Funds (defined below), increased flexibility for interval funds (particularly for less liquid, private-market investment strategies), and the codification of the multi-class exemptive relief structure.

Continue Reading SEC Proposes Significant Amendments to Enhance Retail Exposure to Private Markets
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The proposed rescission of Rule 206(4)-5 (the Pay-to-Play Rule) under the Investment Advisers Act of 1940 (the Advisers Act) by the Securities and Exchange Commission (the SEC) has generally been celebrated by industry participants and observers. However, the relief may not be as momentous as many are expecting and it’s possible that very little will change for certain types of investment advisers, particularly advisers with multiple U.S. state or local government clients or investors in their private funds or other pooled investment vehicles.

Continue Reading SEC Rescission of the Pay-to-Play Rule: How Much Better Off Are Investment Advisers?
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Since the EDGAR Next transition went live last year, SEC filers have had to adjust to a new set of account management obligations. Among these is the annual confirmation requirement; each year, one of a filer’s account administrators must log into the EDGAR Filer Management dashboard and affirm that the individuals, technical administrators, and delegated entities authorized on such filer’s EDGAR Next account remain accurate, and that all other filer information on the dashboard is accurate. This annual confirmation requirement is true for all SEC filers, regardless of whether they are individuals or entities, domestic filers or foreign private issuers.

Continue Reading Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!
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On September 16, 2026, the SEC proposed a package of amendments intended to modernize the federal proxy solicitation rules. The proposal targets several paper-era or otherwise outdated requirements whose original rationale has largely been displaced by EDGAR, electronic communication and other changes in market practice, and would simplify annual meeting and proxy production and create flexibility in transaction and meeting calendars. As Commissioner Mark Uyeda stated, “Eliminating duplicative or outdated requirements reduces unnecessary compliance costs for issuers and intermediaries.”

Continue Reading SEC Proposes to Modernize Proxy Solicitation Rules
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On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework governing when an issuer must include a shareholder proposal in its proxy materials. Instead, state law and, where permitted by state law, an issuer’s governing documents would determine whether and when shareholder proposals must be included. 

Continue Reading SEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for Issuers