Business Law and Corporate Law

If you’re on the management team of a Delaware corporation or serve as general counsel to one, it’s only a matter of time before a stockholder shows up with a books and records demand under Section 220...

The U.S. Securities and Exchange Commission (“SEC”) issued an order on April 28, 2026 making inflation-adjusted increases to the dollar amount thresholds for meeting the definition of “qualified client” in Rule 205‑3 under the Investment Advisers Act of 1940 (the “Advisers Act”). These are ordinary course threshold increases made pursuant to the SEC’s obligation under Section 418 of the Dodd-Frank Act to adjust the QC thresholds every five years.

On May 19, 2026, the Securities and Exchange Commission proposed the most significant amendments to the registered offering framework in over 20 years, intended to facilitate capital formation in the public securities markets. The proposed amendments would make Form S-3 and the ability to conduct shelf offerings available to significantly more issuers, extend certain benefits currently reserved for well-known seasoned issuers (“WKSIs”) to a broader set of issuers, modernize Form S-1 and preempt state securities law registration and qualification requirements for all registered offerings, in addition to other reforms.