Capital Markets & Securities Law Watch

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.

On June 4, the SEC published a concept release focusing on whether the current definition of “foreign private issuer” still makes sense in light of dramatic shifts in market structure and issuer profiles. The SEC seeks public comment on whether, and how, it should redefine “foreign private issuer” to better protect investors and promote capital formation.

On May 12, 2025, the Securities and Exchange Commission hosted its fourth roundtable with the Commission’s Crypto Task Force, titled “Moving Assets On-chain: Where TradFi and DeFi Meet.” The SEC’s Commissioners largely expressed optimism about integrating blockchain technology into securities markets, anticipating flexibility and interoperability as well as the Commission’s ability to adapt. However, dissenting opinion expressed skepticism, warning of unresolved risks and urging regulatory restraint, highlighting a divide within the Commission on how favorably it will treat asset tokenization. For more information and resources, visit our Public Company Gateway page, a one-stop portal for the latest legal and regulatory developments as well as key checklists, guides, and other pragmatic desktop tools.

The Texas Governor signed a bill that raises the bar for shareholder proposals for Texas corporations. The new law, signed by Governor Abbott on May 19, 2025, has major implications for shareholders of certain Texas corporations and is part of a larger effort to make Texas more business-friendly.

On April 30, 2025, the Financial Services Committee of the U.S. House of Representatives voted to advance a draft bill that would abolish the Public Company Accounting Oversight Board (PCAOB) and shift its oversight duties to the SEC. 

On April 1, 2025, the SEC approved the launch of the Green Impact Exchange (the GIX), which will be the first sustainability-focused stock exchange in the United States. Trading on the GIX is expected to begin in early 2026. The exchange aims to provide a marketplace for environmentally responsible companies and attract investors committed to advancing environmental sustainability.

On March 12, 2025, the Securities and Exchange Commission’s Division of Corporation Finance issued a no-action letter clarifying “reasonable steps” issuers can take to verify the accredited investor status of purchasers, as required under Rule 506(c) of Regulation D, a safe harbor promulgated under the U.S. Securities Act of 1933, as amended.

On March 6, 2025, the Securities and Exchange Commission (SEC) released updated Compliance and Disclosure Interpretations (C&DIs) concerning lock-up agreements in the context of business combinations and introduced new C&DIs related to tender offers.