United States: Securities

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Article
DOJ Withdraws Longstanding Business Review Letter Issued To Institutional Shareholder Services
The Department of Justice has withdrawn a 1987 Business Review Letter issued to proxy advisory firm Institutional Shareholder Services, signaling potential antitrust scrutiny of an industry that has evolved significantly since its infancy. This action raises questions about market concentration in the proxy advisory sector and whether firms' expansion into corporate consulting services conflicts with their original representations to regulators.
United States Anti-trust
AO
A&O Shearman
Article
The SEC’s Transfer Agent Modernization Proposal: Implications For Onchain Recordkeeping
The SEC has proposed a comprehensive overhaul of transfer agent regulations that would formally recognize distributed ledger technology and blockchain-based recordkeeping systems within the existing regulatory framework. This modernization effort imposes enhanced operational, safeguarding, and compliance obligations while establishing technology-neutral standards that could significantly impact tokenization initiatives and digital asset market infrastructure.
United States Finance
W
WilmerHale
Article
SEC Calls For Rigor In Private Credit Valuation Practices, Disclosures
The SEC's Office of the Chief Accountant and Division of Investment Management have issued guidance emphasizing rigorous valuation processes for private credit assets, particularly addressing fair value measurement challenges for illiquid instruments. This statement underscores the agency's heightened scrutiny of private fund managers' valuation practices, calling for enhanced documentation, robust calibration methods, and transparent investor disclosures that go beyond boilerplate language.
United States Finance
SR
McDermott Will & Schulte
Article
Revamping Abbreviated Disclosure Requirements For Equity-Linked Securities 30 Years Following Issuance Of The Morgan Stanley No-Action Letter
The Securities and Exchange Commission's Division of Corporation Finance has issued a significant no-action letter that modernizes the 1996 Morgan Stanley framework for structured notes. This interpretive guidance expands the abbreviated disclosure approach to encompass a broader range of equity-linked debt securities, marking a notable development in securities registration practices.
United States Finance
MB
Mayer Brown
Article
SEC Proposes Rescission Of Rule 14a-8
The Securities and Exchange Commission has proposed rescinding Rule 14a-8, the decades-old regulation that requires companies to include shareholder proposals in proxy statements. This fundamental shift in shareholder engagement, coupled with proposed amendments to Rule 14a-4 regarding discretionary voting authority, could reshape how shareholders communicate with companies and influence corporate governance. The proposed changes raise critical questions about alternative channels for shareholder voice and
United States Commercial
AO
A&O Shearman
Article
Southern District Of New York Dismisses Putative Securities Class Action Against Artificial Intelligence Company With Prejudice For Failure To Plead Materiality Or Scienter
A federal court dismissed securities fraud claims against an AI software company, ruling that plaintiffs failed to prove executives knowingly misled investors about customer churn and deal quality during a strategic repositioning. The decision examines whether generic risk disclosures create a duty to reveal materialized risks and what level of internal knowledge constitutes securities fraud.
United States Litigation
AO
A&O Shearman
Article
SEC Insider Trading Investigations: How The SEC Evaluates Cases And How To Build A Winning Defense Strategy
The Securities and Exchange Commission (SEC) relies heavily on circumstantial evidence when building an insider trading case. Defending against an SEC insider trading investigation requires analyzing the exact evidentiary factors the SEC uses to establish liability, identifying weaknesses in the Division of Enforcement’s calculus, and establishing an alternative, credible explanation for the trades before formal charges are filed.
United States Commercial
Law Firm of David R. Chase, Esq.
Article
Insider Trading Investigations: What Happens When The SEC Or FBI Contacts You?
There are few legal situations that create more stress and uncertainty for investors, corporate insiders, pharma employees, investment bankers, or securities professionals than learning that securities regulators are investigating you for insider trading. Federal regulators, including the SEC and DOJ, aggressively pursue insider trading cases, and that historical trend appears to be continuing without pause.
United States Commercial
Law Firm of David R. Chase, Esq.
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