On June 11, 2026, the United States Supreme Court issued its decision in FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd., holding that Section 47(b) of the Investment Company Act of 1940, as amended (the “1940 Act” or “Act”), does not provide an implied private right of action. In a 6-3 decision
SEC Proposes Significant Overhaul of Filer Status Framework
On May 19, 2026, the Securities and Exchange Commission (SEC) proposed significant amendments to the public company reporting framework that would simplify the current filer status regime and substantially expand the availability of scaled disclosure accommodations. The current framework requires companies to annually reevaluate their filer status (large accelerated filer, accelerated filer, non-accelerated filer) and
SEC Proposes Transformative Offering Reform: Significant Implications for Operating Companies, Registered Closed-End Funds, BDCs, and Other Products
On May 19, 2026, the Securities and Exchange Commission (SEC) proposed a sweeping set of rule and form amendments intended to modernize and simplify the registered securities offering process for public companies, registered closed-end funds (RCEFs), business development companies (BDCs), and other products. The proposal, if adopted, would be the most significant update to the
SEC Expected to Propose Trading in Tokenized, Phantom Public Company Common Stock
The SEC is reported to be planning to issue rule proposals creating a regulatory framework for trading of tokenized, digital securities of publicly-traded companies that are issued by third parties unaffiliated with the issuer. The tokens would be similar to “phantom stock,” representing digital representations of the securities, but would have no equity or voting
SEC Proposes Optional Semi-Annual Reporting Regime
On May 5, 2026, the SEC proposed to permit public companies to file semiannual reports instead of quarterly reports. If adopted, companies subject to Exchange Act Section 13(a) or 15(d) that currently file quarterly reports on Form 10-Q could elect to file one semiannual report on new Form 10-S and one annual report on Form
SEC Issues Exemptive Relief for Tender Offers for Equity Securities
On April 16, 2026, the SEC’s Division of Corporation Finance issued an exemptive order permitting certain tender offers for equity securities to remain open for as few as 10 business days rather than the current 20-business-day minimum under Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a). The Division said the relief is intended to address market inefficiencies
SEC Provides No-Action Position on Crypto Trading Interfaces
The SEC’s Division of Trading & Markets today issued a conditional no-action position that it would not object if compliant “user interfaces” designed to facilitate the execution of crypto securities transactions operate without registering as broker-dealers. In plain English, the staff’s position applies to interfaces operating in a neutral fashion by providing mechanics to facilitate
The Clarity Act Advances Slowly, and The SEC and CFTC Anticipate Passage With A New Interpretation: Some Crypto Offerings Facilitated
There has been movement forward on the Clarity Act, and the SEC and CFTC have anticipated its passage by pre-emptively completing a “memorandum of understanding” that would be required by the Act, and by beginning the “rulemaking” process with a joint interpretive release distinguishing between “investment contract assets” regulated by the SEC and “digital commodities”
Do Your Insider Trading Policies Cover The Prediction Markets? Should They?
Prediction markets now offer contracts tied directly to public company events—including stock price movements, earnings call language, regulatory outcomes, corporate announcements, and management decisions. These contracts are typically structured as event-based instruments rather than traditional securities. But for public companies, the practical question is straightforward: If employees are prohibited from trading securities on inside information, can they still bet on it?
The “Accredited Investor” Definition: The SEC Appears Poised to Both Loosen and Tighten It
The SEC staff has continued to update, refine, and supplement the staff’s longstanding Compliance and Disclosure Interpretations (CD&Is) at a rapid pace to reflect the SEC’s current priorities. Earlier this year, the SEC posted new Securities Act CDIs regarding “integration” issues generally in connection with exempt offerings under Regulation D (the full list is available