Prediction markets have recently emerged as a major focus of both federal and State regulators. With reported daily trading volumes exceeding $100 million ‑ and substantially more during major events such as the Super Bowl and federal elections ‑ these markets have drawn increasing scrutiny over concerns involving insider trading, market manipulation, and consumer protection.
SEC Proposes Transformative Offering Reform: Significant Implications for Operating Companies, Registered Closed-End Funds, BDCs, and Other Products
By Frank Zarb, Louis Rambo, Vlad Bulkin & Simon J. Wood on
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 Rescinds “No-Deny” Settlement Policy: What Changes?
The SEC has rescinded Rule 202.5(e), the no-admit/no-deny policy originally adopted in 1972 that prohibited settling defendants from publicly denying the allegations in an SEC complaint or administrative order. The SEC can still settle cases on a no-admissions basis, and can still seek admissions in particular cases, but settling parties will no longer be…
SEC Expected to Propose Trading in Tokenized, Phantom Public Company Common Stock
By Frank Zarb & Louis Rambo on
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…
FinReg Monthly Update
Welcome to the FinReg Monthly Update, a regular bulletin highlighting the latest developments in UK, EU and U.S. financial services regulation.
Key Developments in April 2026:
United Kingdom
General Financial Services – Cross Sector
29 April 2026 – BoE/PRA: The Bank of England and the PRA have published finalised statements of policy outlining their approach…
SFDR 2.0: Draft Parliament position signals direction of travel – implications for private markets
On 4 May 2026, the European Parliament’s Economic and Monetary Affairs Committee (“ECON”) published its draft report (the “Draft Report”) on the European Commission’s proposed overhaul of the Sustainable Finance Disclosure Regulation (SFDR 2.0). The Draft Report includes a draft European Parliament legislative resolution setting out proposed amendments to the European…
SEC Proposes Optional Semi-Annual Reporting Regime
By Frank Zarb, Louis Rambo & Simon J. Wood on
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…
And… Score! Asset Managers’ Proprietary ESG Scoring Under Pressure from the EU ESG Ratings Regulation
The European Union’s ESG Ratings Regulation (the “Regulation”) will apply from 2 July 2026 and establishes a regulatory framework governing the provision of ESG ratings within the European Union. It introduces requirements relating to authorisation, governance, conflicts of interest and transparency, including public disclosures on rating methodologies (for example, via website disclosures).
Although primarily directed…
SEC Issues Exemptive Relief for Tender Offers for Equity Securities
By Frank Zarb, Louis Rambo & Simon J. Wood on
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
By Frank Zarb & Louis Rambo on
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…