United States: Securities

On September 2, 2026, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued three new Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting Corporation Finance Interpretations (CFIs) addressing when shareholder engagement will not, standing alone, cause an investor to lose its eligibility to report beneficial ownership on Schedule 13G.

The SEC and FDA have formalized an information-sharing agreement that fundamentally changes how life sciences companies must approach their public disclosures about FDA interactions. This memorandum of understanding creates a direct pathway for the SEC to access previously confidential FDA records, including meeting minutes and Complete Response Letters, to verify the accuracy of companies' public statements.

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 Seventh Circuit recently affirmed dismissal of securities fraud claims against an animal health products company, finding that while plaintiffs adequately alleged misleading statements about revenue growth and demand, they failed to establish the required "strong inference" of scienter. The court's analysis centered on whether executives knowingly deceived investors about their sales strategy or genuinely believed their distributor incentive program would succeed, ultimately concluding the non-fraudulen

As artificial intelligence becomes central to corporate strategy, regulators and plaintiffs are increasingly targeting companies that overstate their AI capabilities—a practice known as "AI washing."

The SEC's proposed Regulation Crypto Assets framework introduces a novel approach to regulating digital asset offerings by distinguishing between the crypto asset itself and the investment contract...

The Securities and Exchange Commission has published proposed rules titled "Regulation Crypto Assets" that would establish a comprehensive framework for capital formation and disclosure requirements involving crypto asset-related investment contracts. These proposed rules represent a significant regulatory development, building upon previous SEC guidance by creating pathways for issuers to raise capital through covered investment contracts while also introducing a conditional safe harbor mechanism.

The SEC has proposed Regulation Crypto Assets, a purpose-built framework that creates tailored exemptions for raising capital with crypto assets and establishes conditions under which those assets can cease being subject to investment contract classification under federal securities laws. Will this new regulatory approach successfully balance innovation in digital asset markets with investor protection, or will jurisdictional questions and state law preemption challenges limit its effectiveness?

The Securities and Exchange Commission has proposed new rules establishing a specialized offering regime for investment contracts involving crypto assets through Regulation Crypto Assets. The proposal introduces two exemptions from Securities Act registration requirements—a startup exemption allowing offerings up to $5 million over four years and a fundraising exemption permitting up to $75 million in 12-month periods—along with a safe harbor provision and state law preemption for qualified