United States: Securities

The SEC has launched a specialized enforcement unit targeting accounting professionals while simultaneously proposing to reduce mandatory interim reporting frequency. This creates a complex regulatory environment where heightened scrutiny of auditors coincides with fewer opportunities for interim financial review, raising critical questions about disclosure timing, audit committee oversight, and enforcement risk.

Debt-for-equity (D4E) exchanges can be part of a structure in a tax-free spin-off transaction. If structured successfully within the confines of commercial, tax, legal and regulatory parameters, D4E exchanges enable a parent company (ParentCo) to complete the spin-off of an entity (SpinCo) on a tax-free basis and de-lever.

On July 31, 2026, the Board of Governors of the Federal Reserve System (the “Board”) proposed the most significant updates to insider lending restrictions for banks in more than three decades (“Proposed Rule”). If finalized, the amendments to Regulation O would, among other things, modernize long-outdated dollar thresholds, codify significant staff interpretations and statutory provisions, and provide targeted relief for banks which have passive investment funds as “principal shareholders” (10% or more of a class of voting shares).

A federal district court in New Jersey examined whether a pharmaceutical company and its executives misled investors about a clinical trial's dosing protocol and the drug's tolerability profile. The court's ruling turned on whether statements about the trial's design and the drug's side-effect management created a duty to disclose modifications to the testing methodology that addressed tolerability concerns.

A federal court dismissed securities fraud claims against a materials science company and its executives, finding insufficient evidence that they knowingly concealed risks to their Chinese subsidiary's planned IPO. The ruling centered on whether company leadership had specific knowledge of a trade-secret investigation and whether a short-seller report adequately disclosed the alleged fraud to investors.

The Fourth Circuit reversed a district court's class certification in a securities fraud action against an aerospace manufacturer, finding that plaintiffs failed to provide an adequate class-wide damages methodology...

The Securities and Exchange Commission has proposed Regulation E-Delivery, a transformative rule that would make electronic delivery the default method for distributing regulatory information to investors without requiring prior consent. This shift from the current opt-in framework to an opt-out model could significantly reduce costs for issuers while modernizing decades-old guidance on electronic communications. The proposal encompasses proxy materials, offering documents, and shareholder reports, with spe

The U.S. Securities and Exchange Commission has proposed new Regulation E-Delivery, marking a significant shift in how financial services communicate with investors by making electronic delivery the default method for regulatory disclosures. This modernization effort, championed by SEC Chairman Paul Atkins, aims to replace the decades-old paper-based framework with a system that leverages contemporary technologies including artificial intelligence and blockchain. With nearly 80% of U.S. investors preferring

Nasdaq has implemented a new continued listing requirement establishing a $5 million minimum Market Value of Listed Securities threshold, creating immediate delisting risk for companies that fall below this level for 30 consecutive business days. Unlike traditional compliance deficiencies that offer cure periods, this rule triggers automatic suspension without advance warning, fundamentally altering the risk landscape for micro-cap and financially distressed public companies.