Corporate Finance

Routine investment adviser examinations by the Securities and Exchange Commission (SEC) typically begin with requests from the SEC staff for the production of certain documents.  When the investment adviser submits documents in response to these production requests, those materials may become subject to disclosure by the SEC through Freedom of Information Act (FOIA) requests, thereby

The U.S. Securities and Exchange Commission (the “SEC”) issued a press release on May 19, 2026, announcing proposed amendments to its rules and forms relating to registered offerings “designed to increase efficiency, flexibility, and cost savings for public companies while maintaining robust investor protections.” If ultimately implemented, these changes would likely incentivize smaller and mid-sized

In our related post titled “SEC Proposed Amendments: Registered Offerings,” we outlined the significant proposed changes to the regulatory framework surrounding registered offerings, which were announced on May 19, 2026 by the U.S. Securities and Exchange Commission (the “SEC”). In furtherance of expanding access to public markets, reducing the burden of required filings and qualifications,

Key Takeaways

  • AFIDA reporting will expand to cover more land uses related to agriculture (including energy and infrastructure).
  • Short-term leases and easements may become reportable.
  • Ownership disclosure obligations will increase significantly (including upstream owners).
  • Enforcement risk will increase materially, with higher penalties and faster accrual.

Introduction

On June 25, 2026, the U.S. Department of Agriculture

For decades, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) has required certain business combinations and related transactions to be reported to the Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) according to the federal premerger notification program. As part of the premerger notification program, parties to large

The U.S. Commodity Futures Trading Commission’s (“CFTC”) Market Participants Division (the “Division”) issued No-Action Letter No. 25-50 (the “No-Action Letter”) on December 19, 2025, effectively temporarily reinstating former CFTC Regulation 4.13(a)(4) (the “QEP Exemption”), which was rescinded by the CFTC in 2012.  The No-Action relief is available until the CFTC promulgates rules addressing the reinstatement

Beginning on June 29, 2026 (the “Effective Date”), SEC-registered investment advisers charging performance-based fees (e.g. carried interest or performance allocation) and in certain cases exempt reporting advisers[1] (collectively, “Advisers”) must ensure that clients or private fund investors (“Investors”) meet updated “qualified client” thresholds under Section 205-3 of the Investment Advisers Act of 1940 (the

As discussed in our previous article, “Raising Capital Through Private Placements Under Regulation D”, Regulation D provides exemptions to streamline capital raising and avoid the rigorous public disclosure requirements associated with public offerings. To perfect an offering under Regulation D, companies must file a notice of their offering with the Securities and Exchange Commission