United States: Securities

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Article
SEC Expands Exemptive Relief For Tender Offers And Exchange Offers For Non-Convertible Debt Securities
On June 30, 2026, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) issued an exemptive order granting an exemption from Rules 14e-1(a) and (b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for certain qualifying tender or exchange offers for non-convertible debt securities (“Five Business Day Tender Offers”). The SEC exemptive order supersedes the Staff’s 2015 no-action letter (the “2015 Letter”)[1] relating to Five Business Day Tender Offers and is effective immediately.
United States Finance
ST
Simpson Thacher & Bartlett
Article
SEC’s Office Of Mergers And Acquisitions Issues Exemptive Order Easing Certain Requirements For Non-Convertible Debt Tender Offers
The SEC's Office of Mergers and Acquisitions has issued a new exemptive order allowing tender and exchange offers for non-convertible debt securities to remain open for just five business days instead of the standard 20-day period. This order liberalizes the previous framework by permitting partial offers with proration, narrowing consent solicitation prohibitions, and expanding eligible participants. What are the key conditions that must be met for issuers to take advantage of this abbreviated timeline, an
United States Finance
GP
Goodwin Procter LLP
Article
Second Circuit Holds That Delayed, Market-Tracking Stock Drop Dooms Loss Causation
The Second Circuit has established a new "heightened burden" for securities fraud plaintiffs when stock price declines are delayed and coincide with broader market movements. This landmark decision addresses how plaintiffs must plausibly connect alleged corrective disclosures to subsequent losses when the stock initially rises and later declines track general market trends.
United States Litigation
JD
Jones Day
Article
Crypto Brief
This weekly digest from Lowenstein Crypto examines critical regulatory and legislative developments shaping the digital asset landscape, including proposed tax reforms for mining and staking rewards, the Bank of England's stablecoin framework, and international enforcement actions. The briefing covers key policy shifts affecting cryptocurrency exchanges, central bank digital currencies, and cross-border data compliance requirements.
United States Commercial
LS
Lowenstein Sandler
Article
Federal Court Blocks Arizona From Enforcing Gambling Laws Against Prediction Markets
A federal court in Arizona has granted a preliminary injunction blocking the state from enforcing gambling laws against prediction market platforms, marking a significant victory for the CFTC and DOJ in their campaign to establish exclusive federal authority over event contracts. The ruling, which rests on three independent preemption grounds, emerges from a case involving criminal charges against prediction market platform Kalshi and represents the latest development in a nationwide legal battle over regul
United States Commercial
KM
Katten Muchin Rosenman LLP
Article
SEC Rulemaking Updates – Capital Markets Edition
The SEC is advancing Chairman Paul S. Atkins' mission to "Make IPOs Great Again" through a series of proposed rules designed to reduce regulatory burdens on public companies. These proposals aim to streamline filer status categories, expand scaled disclosure accommodations, modernize the registered offering framework, permit optional semiannual reporting, and formally rescind Biden-era climate disclosure rules, representing the most significant reforms to public company reporting and capital formation in de
United States Commercial
W
WilmerHale
Article
Massachusetts Business Litigation Session Holds Unregistered Broker Cannot Recover $20 Million Success Fee for Take-Private Transaction
A Massachusetts court recently dismissed claims by an unregistered broker seeking a $20 million success fee for arranging a take-private transaction, ruling that federal securities law rendered the alleged agreement unenforceable. The decision explores how the Securities Exchange Act intersects with contract law and Chapter 93A claims when brokers operate without proper registration.
United States Insolvency
GT
Greenberg Traurig, LLP
Article
Foreign Private Issuers In 2026: Times Are Changing
For decades, U.S. securities regulation has treated foreign private issuers with 'home country deference,' but this approach is now giving way to 'domestication'—a move to align these issuers with U.S. reporting norms. This paper examines whether recent SEC remarks and actions mark a fundamental shift in regulatory priorities, exploring the rationale behind this hypothesis and what it might mean for foreign issuers accessing U.S. capital markets.
United States Commercial
MB
Mayer Brown
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