Capital Markets & Securities Law Watch

On April 16, 2026, the Securities and Exchange Commission’s (the SEC) Office of Mergers and Acquisitions in the Division of Corporation Finance (the Division) issued an exemptive order (the Order) permitting certain tender offers for equity securities to remain open for a minimum of 10 business days rather than the standard 20 business days, subject to strict conditions designed to preserve investor protections.

On March 17, 2026, the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) issued a joint interpretation clarifying in large part how the federal securities laws apply to certain crypto assets and related market participants.

On March 16, 2026, the Securities and Exchange Commission (SEC) proposed amendments to Exchange Act Rule 15c2-11 that formally limit the rule’s scope to equity securities. The proposal carries significant practical implications for broker-dealers, fixed-income issuers, and capital markets participants alike after years of regulatory uncertainty.

Although the March 18, 2026 deadline for directors and officers of foreign private issuers (FPIs) to file their initial Form 3 and other required Section 16(a) reports with the SEC under the Holding Foreign Insiders Accountable Act (HFIAA) has now passed, the SEC staff has provided additional no-action relief with respect to compliance with the filing requirements for insiders of FPIs that are headquartered or organized in Israel or any other jurisdiction in the region directly impacted by the ongoing military conflict with Iran.

On March 13, 2026, the staff of the Securities and Exchange Commission (SEC) updated its Holding Foreign Insiders Accountable Act Frequently Asked Questions (FAQs) to provide relief for directors and officers of both foreign private issuers and domestic companies encountering delays with obtaining EDGAR access codes due to the flood of applications received as the March 18, 2026 effective date approaches.

As we discussed in our earlier post, the Holding Foreign Insiders Accountable Act (HFIAA), enacted on December 18, 2025, amended Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) to require directors and officers of foreign private issuers (FPIs) with a class of equity securities registered under Section 12 of the Exchange Act to file Section 16 beneficial ownership reports.

On February 27, 2026, the Securities and Exchange Commission (SEC) adopted a final rule (Release No. 34-104903) (Final Rule) implementing the Holding Foreign Insiders Accountable Act (HFIAA), which was enacted on December 18, 2025 as part of the National Defense Authorization Act for fiscal year 2026.

On January 23, 2026, the Securities and Exchange Commission (SEC) published a new compliance and disclosure interpretation in Question 133.02 that provides public companies with greater flexibility to condense the broker searches in connection with their stockholder meetings. Under this new interpretation, registrants may conduct the broker search less than 20 business days before the record date for the meeting, so long as the company reasonably believes that proxy materials will be disseminated to beneficial owners on time and otherwise complies with Rule 14a-13 under the Securities Exchange Act of 1934 (Exchange Act).

On December 18, 2025, as part of the National Defense Authorization Act for fiscal year 2026, the Holding Foreign Insiders Accountable Act (HFIAA) was signed into law. The HFIAA amends Section 16(a) of the Securities Exchange Act of 1934 to require directors and executive officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act to comply with the same insider reporting rules that apply to U.S. domestic issuers. Beginning in March 2026, covered FPI insiders must publicly disclose their equity ownership and transactions on the same forms used by U.S. issuers—Forms 3, 4, and 5.

On December 17, 2025, the Depository Trust & Clearing Corporation (DTCC) announced a partnership with Digital Asset Holdings (Digital Asset), a developer of distributed ledger technology, to tokenize a subset of U.S. Treasury securities custodied at its subsidiary, the Depository Trust Company (DTC), using Digital Asset’s Canton Network. This announcement follows DTC’s receipt of a No-Action Letter from the U.S. Securities and Exchange Commission (SEC) on December 11, 2025, providing no-action relief allowing DTC to offer a pilot tokenization service for certain highly liquid assets.

On December 15, 2025, the Nasdaq Stock Market LLC (Nasdaq) announced that it intends to formally seek Securities and Exchange Commission (SEC) approval to expand its weekday trading schedule to 23 hours per day, a significant increase from the current 16-hour framework. The proposal builds on earlier statements by Nasdaq President , Tal Cohen, indicating that Nasdaq has begun discussions with regulators regarding the expanded trading schedule and is targeting a potential launch in the second half of 2026.

Two recent developments signal where the Securities and Exchange Commission (the SEC) is headed in 2026. First, SEC Chairman Paul Atkins’ address at the New York Stock Exchange (NYSE) on December 2, 2025 set forth guiding principles for reform with the goal to, in Chairman Atkins’ words, “make IPOs great again.”

In an address delivered on November 12, 2025 at the Federal Reserve Bank of Philadelphia, Securities and Exchange Commission (SEC or Commission) Chairman Paul S. Atkins outlined the next phase of the SEC’s “Project Crypto,” advocating for clarity and fairness in the regulation of digital assets.

On November 13, 2025, following the end of the federal government shutdown, the Securities and Exchange Commission (SEC) issued guidance that offers much‑needed clarity to issuers, underwriters, and advisors navigating filings made during and immediately after the shutdown. With more than 900 registration statements filed during the shutdown, questions quickly mounted regarding automatic effectiveness, the treatment of missing information under Rule 430A, acceleration mechanics, and the status of filings already in the review pipeline. The staff (the Staff) of the SEC’s Division of Corporation Finance (the Division) addressed these topics directly through a series of Questions and Answers. This alert explains the guidance, describes the practical implications for capital markets and M&A participants, and recommends near‑term steps to adapt filing and transaction timelines.

ExxonMobil Corporation (Exxon) recently made headlines as the first U.S. public company to receive a green light from the SEC for a retail voting program based on Standing Voting Instructions (SVIs), officially known as the Exxon Voter Pool.

On September 17, 2025, the Securities and Exchange Commission (SEC or the Commission) released a policy statement (the Policy Statement) addressing its approach to mandatory arbitration provisions in the governing documents of companies intending to go public (each, an Issuer).

The New York Stock Exchange (NYSE) has relocated its Chicago-based electronic exchange to Dallas, Texas, rebranding it as NYSE Texas (NYSE Texas). The move is intended to capitalize on Texas’s pro-business environment and the state’s significant concentration of NYSE-listed companies. 

On July 2, 2025, the U.S. Securities and Exchange Commission reached a preliminary settlement with SolarWinds Corp. and its chief information security officer in an effort to resolve a data breach case claiming that SolarWinds defrauded investors by concealing failures in its cybersecurity practices ahead of a major Russia-linked data breach in 2020.

On May 6, 2025, the Chairman of the Securities and Exchange Commission (SEC), Paul Atkins, informed SEC staff that the agency had reduced its full-time headcount by 15% across various offices and divisions since the start of the federal government’s fiscal year in October 2024.