Worldwide: Securities

A federal district court in Colorado denied a motion to dismiss a securities fraud class action against healthcare company executives, finding that risk disclosures about accounts receivable collection issues were materially misleading because the alleged risks had already materialized at the time of disclosure. The court credited allegations from confidential witnesses and internal meeting records showing that payment disputes and cash flow problems were ongoing realities rather than prospective risks, sup

The SEC's Division of Corporation Finance has announced a significant policy shift, immediately ceasing all responses to no-action requests for shareholder proposal exclusions under Rule 14a-8. This decision removes the Staff from any substantive role in the shareholder proposal exclusion process, fundamentally altering how companies must evaluate and justify excluding shareholder proposals from their proxy materials.

A federal judge in New Jersey ruled that an attorney cannot simultaneously serve as both class representative and class counsel in a securities fraud case, striking all class allegations and requiring the plaintiff to choose between representing himself or hiring separate counsel. The decision highlights a critical conflict of interest issue that arose when Matthew Kalman attempted to prosecute claims on behalf of a class while also seeking to recover attorneys' fees, potentially creating competing interest

The Digital Asset Market Clarity Act promised to bring regulatory stability to the cryptocurrency industry, but faces mounting obstacles to congressional approval. With traditional banks opposing activity-based rewards provisions and law enforcement groups challenging anti-money laundering carve-outs, the bill's path forward has narrowed considerably.

The U.S. Department of Justice has withdrawn a decades-old business review letter issued to Institutional Shareholder Services, the nation's largest proxy advisor, amid growing concerns about market concentration and influence over corporate governance. This development follows state-level regulatory efforts, a Florida antitrust lawsuit, and a presidential executive order targeting the proxy advisory industry's role in promoting ESG and DEI initiatives.

This advisory examines the lifecycle of a typical special purpose acquisition company (SPAC) through its initial public offering, highlighting current market trends, sponsor economics, SEC disclosure requirements, Nasdaq listing developments, and the practical considerations that shape today's SPAC transactions.

The Wall Street Journal is reporting that Wells Fargo has adjusted its approach to proxy voting and its use of proxy-advisory services, adding another high‑profile example to the growing trend of large financial institutions recalibrating their reliance on proxy advisers.

On July 24, 2026, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority’s (“FINRA”) proposed amendments to FINRA Rule 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements) and FINRA Rule 5123 (Private Placements of Securities).

The SEC has proposed Regulation E-Delivery, a comprehensive framework that would permit issuers, broker-dealers, investment companies, and investment advisers to deliver required disclosures electronically by default without first obtaining investor consent. This proposed rule would replace decades of interpretive guidance and establish new conditions for electronic delivery, including safeguards for personal financial information and mandatory opt-out rights for investors who prefer paper copies.