The Securities and Exchange Commission’s Investor Advisory Committee will hold a public meeting at the SEC Headquarters in Washington D.C. on June 4 at 10 a.m. ET to discuss private markets, passive index funds, and recommendations regarding fund…
Asset ManagerBroker Dealer
The Securities and Exchange Commission (SEC) and National Futures Association (NFA) today announced that they have entered into a Memorandum of Understanding (MOU) to enhance their cooperation, coordination, and information sharing in areas of common…
All Firms
The Securities and Exchange Commission today proposed amendments to its rules and forms governing registered offerings that are designed to increase efficiency, flexibility, and cost savings for public companies while maintaining robust investor…
The SEC has issued a proposing release, “SEC Proposes Transformative Reforms to Help Public Companies Conduct Registered Offerings and Simplify Reporting Requirements,” that would overhaul key aspects of the Securities Act of 1933 registered offering framework and associated Exchange Act reporting. The proposal is aimed at streamlining shelf registration, communications, and periodic reporting to reduce cost and friction for seasoned public companies while preserving core disclosure and liability safeguards, so issuer compliance teams will need to reassess their entire offering and disclosure playbook if the rules are adopted.
What Changed
- *(Based on the SEC’s description and consistent with prior offering‑reform initiatives; specific rule and form cites will need to be confirmed against the proposing release once reviewed in full.)*
- The SEC proposes to modernize the shelf registration process for Form S‑3 and F‑3 issuers, including expanded use of automatic or “universal” shelves and greater flexibility to add classes of...
- The proposal would streamline incorporation by reference, allowing more categories of Exchange Act reports and exhibits to be incorporated into Securities Act registration statements and prospectuses...
- The SEC proposes to expand the use of “access equals delivery” for final prospectuses, permitting issuers in additional circumstances to satisfy Securities Act Section 5(b)(2) delivery requirements...
- The reforms would broaden the range of permissible communications in connection with registered offerings, including issuer and underwriter use of certain factual and forward‑looking information,...
Suggested Considerations
- Monitor the Federal Register and SEC website for the full proposing release text and the precise comment deadline for this rulemaking.
- Coordinate among legal, finance, and investor relations teams to prepare and submit a comment letter to the SEC addressing practical implications of the proposed offering and reporting reforms for your issuer, including any concerns about liability, operational feasibility, and investor impact.
- Inventory all existing shelf registration statements (including automatic shelves), universal shelves, and continuous‑offering programs and identify where proposed changes to shelf mechanics, incorporation by reference, or prospectus updating could affect structure, timing, or disclosure.
- Review current offering communication practices, including use of free writing prospectuses, roadshow materials, and research reports, and map them against the proposed expanded communications safe harbors to determine what additional flexibilities could be used in future offerings.
- Assess your firm’s use of Exchange Act reports incorporated by reference into Securities Act registration statements and plan to revise drafting and review procedures to take advantage of streamlined incorporation while managing Securities Act liability for incorporated information.
Key Dates
– Federal Register publication of the SEC proposing release “SEC Proposes Transformative Reforms to Help Public Companies Conduct Registered Offerings and Simplify Reporting Requirements,” starting the formal comment period
– End of SEC comment period (typically 30–60 days after Federal Register publication; exact deadline to be confirmed in the notice)
– Potential adoption of final rules by the SEC, following review of comment letters
– Final rules become effective on a date specified in the adopting release (often 30–60 days after Federal Register publication of the final rules)
– Staggered or delayed compliance dates for specific form and disclosure changes, expected to give registrants time to update registration statements, shelf programs, and periodic reporting templates
Compliance Impact
Because the proposal seeks mainly to reduce friction and modernize existing processes rather than impose new prohibitions, the risk of traditional “non‑compliance” arises primarily from failing to adapt offering and disclosure practices to the updated framework, potentially leading to inefficient capital‑raising, errors in form usage, or Securities Act liability from misapplied incorporation and communication rules. Issuers and intermediaries that do not update their procedures once rules are finalized could face increased regulatory scrutiny, offering delays, or remedial filings.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Broker DealerBankAsset Manager The Securities and Exchange Commission today rescinded a policy, codified in Rule 202.5(e) of its informal rules of procedures, stating that when it chooses to settle an enforcement action in which a sanction is imposed, it will not settle unless the…
The SEC has rescinded its long‑standing “no‑deny” settlement policy, previously codified in Rule 202.5(e) of the Commission’s Rules of Practice, which had prohibited settling respondents from publicly denying the Commission’s allegations in cases resolved on a “neither admit nor deny” basis. This materially alters how firms can speak about resolved SEC enforcement matters and will directly affect settlement negotiations, collateral consequences analysis, and post‑settlement communications and disclosure strategies.
What Changed
- - The SEC has rescinded the policy in Rule 202.5(e) of its informal Rules of Practice that conditioned settlements involving sanctions on the respondent’s agreement not to publicly deny the...
- Settling parties in SEC enforcement actions may now have greater scope to make public statements that deny or contest aspects of the SEC’s allegations, subject to the specific language of each...
- The traditional “neither admit nor deny” construct will no longer automatically include a built‑in prohibition on denials, which means the SEC staff will need to negotiate any desired limitations on...
- Communications and disclosure provisions in SEC settlement papers (including “undertakings” and clauses governing press releases and investor communications) are likely to become more tailored and...
- The rescission increases the importance of alignment between legal, compliance, and communications teams when crafting public statements following an SEC settlement, because statements that deny...
Suggested Considerations
- Review existing internal playbooks for handling SEC investigations and settlements and update them to reflect the rescission of Rule 202.5(e), including how settlement language on admissions, denials, and public statements is negotiated.
- For matters currently under SEC investigation or in active settlement negotiations, direct outside and in‑house counsel to reassess settlement strategy, including whether to seek greater flexibility for post‑settlement denials or clarifications in the consent language and undertakings.
- Conduct an inventory of significant historical SEC settlements that included “no‑deny” provisions and identify where ongoing communications plans, disclosure narratives, or litigation strategies may be constrained by legacy language.
- For high‑impact historical orders with restrictive “no‑deny” clauses, obtain legal advice on whether and how to approach the SEC about potential modification or clarification of those provisions in light of the Commission’s changed policy.
- Train senior management, board members, and spokespersons on the revised SEC posture, emphasising that while denials may now be more permissible, inaccurate or overly aggressive denials could adversely affect ongoing private litigation, insurance recoveries, or relationships with other regulators.
Key Dates
- The SEC issues the press release announcing rescission of its “no‑deny” policy codified in Rule 202.5(e), signalling immediate policy change for new enforcement settlements
- Any subsequent SEC guidance, FAQs, or amendments to the Rules of Practice or Enforcement Manual that clarify how post‑settlement denials will be treated in future cases may be issued at a later date
Compliance Impact
Non‑compliance will not typically arise from the policy rescission itself, but from making public statements that conflict with specific settlement terms, are misleading to investors, or undermine other legal obligations. Missteps in this area can trigger renewed SEC scrutiny, private securities litigation exposure, reputational damage, and potential challenges with insurers and other regulators.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Asset ManagerBroker DealerBank The Securities and Exchange Commission today charged 21 individuals for their alleged involvement in a decade-long insider trading scheme that used information misappropriated from multiple global law firms and resulted in millions of dollars in illicit…
Broker Dealer
Staff in the Securities and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued guidance addressing certain questions regarding the application of the federal securities laws to pooled employer plans (PEPs), which help…
All Firms
The Securities and Exchange Commission today proposed rule and form amendments that would give public companies the option of filing semiannual reports in lieu of quarterly reports to meet their interim reporting obligations under the federal securities…
All Firms
The Securities and Exchange Commission today announced that Jason Burt, Deputy Director of the Division of Enforcement (Specialized Units), will depart the agency on May 1, 2026, after more than 22 years of public service.“Jason’s exceptional leadership…
All Firms
The Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) jointly proposed amendments to reduce private fund reporting burdens while enabling the continued collection of necessary and appropriate information. The…
The SEC and CFTC have jointly proposed amendments to Form PF to reduce reporting burdens for private fund advisers by streamlining data requirements, simplifying calculations, and adjusting filing thresholds, while preserving essential information for systemic risk monitoring and investor protection. This matters for compliance professionals as it offers relief from prior expansions to Form PF (adopted in 2024), potentially lowering operational costs amid ongoing regulatory scrutiny, but requires monitoring during the comment period to influence final rules. https://www.sec.gov/newsroom/press-releases/2026-40-sec-cftc-jointly-propose-amendments-reduce-private-fund-reporting-burdens
What Changed
- - Streamlined Reporting Items: Amendments propose removing or simplifying certain Form PF fields, such as reducing detailed breakdowns of investment exposures, counterparty data, and performance...
- Adjusted Filing Thresholds: Raise thresholds for "large hedge fund advisers" and "large private equity advisers" (e.g., from $1.5B to potentially higher AUM levels for certain funds), limiting who...
- Simplified Calculations: Eliminate complex aggregation rules for master-feeder/parallel structures, revert to prior methods for inflows/outflows and AUM (e.g., no double-counting exclusions for...
- Event Reporting Relief: Propose delaying or narrowing 72-hour current event reporting (e.g., for large hedge funds under new Section 6), responding to burden complaints from 2024 amendments.
These...
Suggested Considerations
- Review Proposal: Download full proposing release post-Federal Register publication; assess current Form PF processes against proposed simplifications (e.g., audit AUM calculations, exposure schedules).
- Submit Comments: File detailed feedback by comment deadline, focusing on burden estimates, implementation feasibility, and alternatives (e.g., via SEC's online portal); prioritize if your firm files quarterly/detailed sections.
- Update Systems: Map current reporting workflows to proposed changes; pilot simplified data pulls for inflows, performance, and structures; prepare for potential transition rules if adopted.
- Monitor Extensions: Track related no-action relief (e.g., CFTC Letter 25-50 for interim burden reduction) and Form N-PORT extensions.
- Internal Training: Educate compliance teams on threshold changes and event reporting tweaks to avoid over-reporting during transition.
Key Dates
Extended compliance date for Names Rule-related Form N-PORT reporting (fund groups ≥$10B AUM); ; related relief via separate SEC action
Extended compliance date for Names Rule-related Form N-PORT reporting (fund groups <$10B AUM)
2026) - End of public comment period; ; proposing release to be published soon after April 2026 announcement
comment, est. late 2026/early 2027) - Adoption of final amendments; , subject to notice-and-comment revisions
Compliance Impact
Urgency: High – Proposals signal imminent relief from 2024 Form PF expansions (effective 2025+), which added significant burdens like 72-hour events and granular exposures, but firms must act on comments now (within ~60 days) to shape outcomes and avoid sunk costs in current systems. Matters because it reverses prior increases (e.g., separate master-feeder reporting, detailed strategies), potentially saving millions in annual external costs, but non-response risks locking in suboptimal rules amid FSOC scrutiny.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Asset ManagerHedge Fund
The Securities and Exchange Commission today announced the launch of Material Matters With SEC Chairman Paul Atkins, a new podcast that provides stakeholders and the investing public with exclusive interviews and insights around the agency’s policy and…
Asset ManagerBroker DealerWealth Manager The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee announced that it will hold a meeting on Tuesday, April 28, 2026 at 10:00 a.m. to explore ways to encourage more companies to go public.The meeting will be open…
Broker DealerFintech
The Securities and Exchange Commission today issued a concept release soliciting public comment in support of a comprehensive review of the Consolidated Audit Trail (CAT) and other audit trails and related data sources currently used in the regulation of…
Broker DealerAsset Manager
The Securities and Exchange Commission today issued a conditional exemptive order that permits customer cross-margining of cash market positions in U.S. Treasury securities cleared by a registered clearing agency and futures positions in U.S. Treasury…
The SEC has issued a conditional exemptive order and approved a proposed rule change by the Fixed Income Clearing Corporation (FICC) to enable customer cross-margining between cash U.S. Treasury positions cleared at FICC and futures positions cleared at the Chicago Mercantile Exchange (CME), extending a benefit previously limited to clearing members. This development enhances Treasury market liquidity and resilience by allowing dually registered broker-dealers/futures commission merchants (FCMs) to offer more efficient margin calculations to customers, aligning SEC and CFTC efforts in modernizing clearing infrastructure.
What Changed
- - Exemptive Order: Provides relief from the SEC's broker-dealer customer protection rule (Rule 15c3-3), permitting dually registered broker-dealer/FCMs that are joint clearing members of FICC and CME...
- Rule Change Approval: Approves FICC's filing to incorporate a Third Amended and Restated Cross-Margining Agreement with CME into its Government Securities Division rules, enabling cross-margining at...
- Scope Expansion: Shifts from prior restrictions where only clearing members could cross-margin, now extending to eligible customers of qualifying firms, with safeguards for customer fund segregation...
Suggested Considerations
- Qualifying Firms: Review and ensure compliance with exemptive order conditions (e.g., customer eligibility, account segregation, risk controls) before offering cross-margining; update internal policies, systems, and customer agreements to support combined margin calculations in futures accounts.
- Operational Updates: Implement changes to clearing and margining processes aligned with the Third Amended Cross-Margining Agreement; conduct testing with FICC and CME for customer-level arrangements.
- Documentation and Reporting: Maintain records demonstrating adherence to Rule 15c3-3 exemptions and notify customers of new margining options; monitor for CFTC parallel requirements on commingled funds.
- Legal/Compliance Review: Assess dual SEC/CFTC registration status and joint membership; consult with counsel on condition-specific interpretations.
Key Dates
- SEC issues conditional exemptive order and approves FICC's proposed rule change
April 15, 2026 (prior to Federal Register publication); - Exemptive order and rule approval made available on SEC.gov; related CFTC order on CFTC.gov
- Official effective date upon Federal Register publication (no specific comment or implementation deadline specified in announcement)
Compliance Impact
Urgency: High - This enables immediate operational opportunities for margin efficiency but requires swift review of systems and controls to meet conditional safeguards, avoiding customer protection violations under Rule 15c3-3. Firms risk regulatory scrutiny or missed liquidity benefits if unprepared, especially amid ongoing Treasury clearing mandates; proactive adoption supports market resilience goals without mandatory overhaul.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Broker DealerHedge FundAsset Manager
The Securities and Exchange Commission today announced that David Woodcock has been appointed Director of the Division of Enforcement, effective May 4, 2026. Mr. Woodcock is currently a partner in the Dallas and Washington, D.C. offices of Gibson, Dunn…
The SEC has appointed David Woodcock, a Gibson Dunn partner and former SEC Regional Director, as the new Director of its Division of Enforcement, effective May 4, 2026, following the abrupt resignation of prior Director Margaret Ryan after six months. This leadership change signals a "significant course correction" under Chairman Paul Atkins, emphasizing investor protection and market integrity over prior aggressive enforcement approaches. Compliance professionals should monitor this closely, as it may shift enforcement priorities, potentially de-emphasizing certain areas like crypto crackdowns while intensifying focus on accounting fraud and financial reporting violations.
What Changed
There are no direct regulatory changes or new requirements in this announcement; it is a personnel appointment rather than a rulemaking or policy shift. However, SEC Chairman Atkins highlighted the Division's ongoing "course correction" to prioritize cases aligned with congressional intent for meaningful investor protection and market integrity, moving away from prior Gensler-era emphases. Woodcock's background in securities enforcement, financial reporting, and audit task forces suggests potential heightened scrutiny in those areas, though no specific mandates are outlined.
Suggested Considerations
- Review current exposure to SEC enforcement matters, particularly in financial reporting, accounting, and disclosures, in light of Woodcock's expertise.
- Monitor SEC announcements post-May 4, 2026, for signals on evolving priorities, such as reduced crypto focus or enhanced fraud detection.
- Enhance internal compliance training on investor protection and market integrity cases, aligning with the stated "course correction."
- Engage external counsel familiar with Woodcock's tenure (e.g., Gibson Dunn alumni or Fort Worth Regional Office veterans) for strategic advice.
Key Dates
- Prior Director Margaret Ryan resigned after approximately six months in the role amid reported disagreements on enforcement priorities
- David Woodcock assumes role as Director of the Division of Enforcement, succeeding Acting Director Sam Waldon
Compliance Impact
Urgency: Medium. This matters because leadership transitions at the Enforcement Division can reshape investigative priorities, resource allocation, and case selection for a team of over 1,000 professionals, influencing enforcement trends across securities violations. While not imposing new obligations, the shift from prior leadership—coupled with Atkins' emphasis on targeted investor protection—could reduce risks in deprioritized areas (e.g., crypto) but heighten them in core areas like accounting fraud, warranting vigilance ahead of the May 4 effective date.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Asset ManagerBroker DealerHedge Fund The Securities and Exchange Commission today announced enforcement results for the fiscal year that ended on September 30, 2025.Central to an effective enforcement program is determining which cases to bring and responsibly stewarding Commission…
The SEC's announcement details enforcement results for Fiscal Year 2025 (ended September 30, 2025), highlighting a significant slowdown in actions to 313 cases—the lowest in a decade—and $808 million in settlements, down 45% from FY 2024, amid leadership changes and a shift to "back-to-basics" priorities like retail investor protection. This matters for compliance professionals as it signals reduced enforcement volume under new Chair Paul Atkins, potential policy resets (e.g., crypto case dismissals), and a focus on core misconduct like fiduciary breaches and insider trading, influencing risk prioritization and resource allocation.
What Changed
- This is not a rulemaking publication introducing new regulations but an annual enforcement summary reflecting operational shifts rather than formal regulatory changes. Key developments include:
- Enforcement volume decline: 313 standalone actions (down 27% from 431 in FY 2024), with only 4 new actions against public companies post-January 20, 2025 (93% of 56 public company cases initiated...
- Monetary penalties reduced: $808 million in settlements (lowest since 2012) and record-low $108 million in disgorgement.
- Policy shifts: Dismissals of high-profile crypto cases (e.g., Coinbase, Binance); new task forces on crypto and cross-border fraud; emphasis on "bread-and-butter" cases like offering fraud, insider...
- Leadership and staffing impact: Post-Gensler transition (Uyeda as Acting Chair, Atkins sworn in April 2025); ~15% Enforcement staff reduction; record Q1 actions (200 total, October-December 2024)...
Suggested Considerations
- Review and strengthen controls around core risks: insider trading, offering fraud, fiduciary duties, and retail investor disclosures.
- Self-assess exposure to legacy Gensler-era cases, especially crypto-related, anticipating potential dismissals or settlements.
- Enhance self-reporting, remediation, and cooperation protocols, as SEC continues to credit these in resolutions.
- Monitor SEC task forces on crypto and cross-border fraud for emerging priorities.
- Update firm-wide risk assessments to deprioritize novel theories (e.g., shadow trading) in favor of traditional misconduct.
Key Dates
December 31, 2024; - FY 2025 Q1; record 200 enforcement actions filed
- Inauguration Day; marker for post-transition enforcement slowdown (only 4 public company actions afterward)
- Paul Atkins sworn in as SEC Chair
- End of FY 2025; period covered by the announcement
Compliance Impact
Urgency: Medium - This reflects a transitional slowdown and policy pivot rather than imminent threats or new rules, reducing short-term enforcement pressure but requiring strategic recalibration for sustained "back-to-basics" focus on investor protection. Matters due to signaling under new leadership: firms can reallocate resources from prior high-volume pursuits (e.g., crypto) to core compliance areas, but must prepare for targeted actions on fraud and fiduciary issues amid staffing changes.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Asset ManagerBroker DealerCrypto Exchange The Securities and Exchange Commission today announced the agenda and panelists for its April 16, 2026, roundtable on options market structure.The roundtable will be held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C., from 9:00 a.m.…
Broker DealerAsset Manager
The Securities and Exchange Commission’s Office of Investor Education and Assistance (OIEA) today announced that as part of April’s National Financial Literacy Month it will highlight financial planning tools and resources on Investor.gov to…
Asset ManagerBroker DealerWealth Manager The Securities and Exchange Commission today approved an amendment to the National Market System Plan governing the Consolidated Audit Trail (“CAT”) and provided exemptive relief from certain requirements of Rule 17a-1 under the Securities Exchange Act…
Broker DealerAll Firms
The Securities and Exchange Commission (SEC) today issued an interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets. This is a major step in the Commission’s efforts to provide…
Crypto ExchangeFintech
The Securities and Exchange Commission’s Division of Economic and Risk Analysis (DERA) published a new report on security based swap dealers (SBSDs) and updated statistics and data visualizations on initial public offerings (IPOs), follow-on registered…
Broker DealerAsset Manager
The Securities and Exchange Commission today proposed amendments to Exchange Act Rule 15c2-11, which sets out certain information gathering and review requirements for broker-dealers that publish quotations for, or maintain a continuous quoted market in…
The SEC is proposing amendments to Exchange Act Rule 15c2-11, which governs broker-dealer quotation requirements in OTC markets outside national securities exchanges, aiming to update information review standards for enhanced investor protection. This matters for compliance professionals as it could impose stricter due diligence on broker-dealers quoting OTC securities, building on 2020 amendments amid ongoing fixed income implementation challenges, potentially reducing fraud in retail-heavy OTC markets. https://www.sec.gov/newsroom/press-releases/2026-28-sec-proposes-amendments-exchange-act-rule-15c2-11
What Changed
Rule 15c2-11 requires broker-dealers to review current, publicly available issuer information (e.g., via EDGAR or issuer websites) before publishing or submitting quotations for OTC securities, with exceptions like piggybacking limited to scenarios with one-way priced quotes, post-trading suspension restrictions (60 days), and time-bound quoting for shell companies (18 months).
Suggested Considerations
- Review processes: Broker-dealers must verify current issuer info (financials for last 2 years, filings) is publicly available (EDGAR/website) before quoting; annual checks for Phase 3 fixed income.
- Exception compliance: Limit piggyback to priced quotes, avoid 60-day post-suspension, cap shell quoting at 18 months.
- Systems updates: Implement OTC quote surveillance for fixed income/private securities; document reviews.
- Issuer coordination: OTC issuers ensure info on EDGAR/website; monitor no-action phases.
- Comment submission: Firms respond to proposal via SEC portal during consultation.
Key Dates
Federal Register publication) - Proposed comment period closes; SEC seeks input on amendments.; (Inferred from "consultation" type; exact date not in summary.) https://www.sec.gov/newsroom/press-releases/2026-28-sec-proposes-amendments-exchange-act-rule-15c2-11
Compliance Impact
Urgency: High – Builds on enforced 2020/2021 changes with fixed income phases expired (Phase 3 active since 2024), pressuring broker-dealers on ongoing quotes amid SEC scrutiny; proposals could tighten "publicly available" standards or exceptions, risking enforcement for non-compliant OTC activity in fraud-prone markets. Matters as OTC is retail-dominated, amplifying gatekeeper liability; operational overhauls needed now to avoid quoting halts.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Broker DealerAll Firms
The Securities and Exchange Commission today announced that Judge Margaret A. Ryan has resigned from her role as Director of the Division of Enforcement. Principal Deputy Director Sam Waldon has been named Acting Director of the Division, effective March…
Judge Margaret A. Ryan, who assumed the role of SEC Enforcement Division Director in August 2025 and signaled a significant recalibration of enforcement priorities toward fraud and market integrity while reducing enforcement actions for technical violations, has resigned from the agency. Principal Deputy Director Sam Waldon has been named Acting Director, creating immediate uncertainty regarding continuity of the enforcement approach that was just articulated in February 2026 and may signal a shift in the SEC's enforcement trajectory going forward.
What Changed
- The resignation itself does not constitute a regulatory change, but it creates operational uncertainty regarding the enforcement priorities and procedural reforms that Director Ryan had recently...
- Reduced enforcement for technical violations: Director Ryan had signaled that routine violations concerning reporting requirements, recordkeeping, and internal accounting controls should not...
- "Middle ground" approach: For non-fraud violations posing investor or market integrity risks, the Division was to pursue resolutions emphasizing remediation over punishment.
- Continued fraud focus: The Division was to maintain rigorous enforcement on fraud, insider trading, market manipulation, and scams targeting retail investors.
Enforcement Manual Updates (Effective...
- Four-week timeline for post-Wells meetings with senior leadership (Associate Director level or above)
Suggested Considerations
- *Immediate (Next 30 Days):
- *Monitor Acting Director's statements: Compliance teams should closely track any public remarks or guidance from Acting Director Sam Waldon regarding enforcement priorities and procedural expectations.
- *Assess Wells submissions in progress: For entities with pending Wells submissions, evaluate whether the change in leadership creates opportunities to supplement submissions or request expedited meetings under the four-week timeline.
- *Review investigation status: Entities in early-stage investigations should assess whether the leadership transition may affect investigation trajectory or resolution opportunities.
- *Update compliance calendars: Ensure all enforcement-related deadlines and procedural requirements under the updated Enforcement Manual remain tracked and current.
Key Dates
- Director Ryan delivered public remarks outlining enforcement priorities and Wells process commitments
- SEC announced comprehensive updates to Enforcement Manual (first update since 2017)
- Judge Margaret A. Ryan's resignation announced; Sam Waldon named Acting Director (effective immediately)
- Four-week timeline for post-Wells meetings with senior leadership remains in effect pending Acting Director's confirmation of policy continuity
Compliance Impact
Urgency: HIGH
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Broker DealerAsset ManagerBank The two agencies have entered into a MOU to guide coordination and collaboration to support lawful innovation, uphold market integrity, and ensure investor and customer protection.
Broker DealerCrypto Exchange
The Securities and Exchange Commission’s Investor Advisory Committee will hold a public meeting at the SEC Headquarters in Washington D.C. on March 12 at 10 a.m. ET to discuss public company disclosure reform, fund proxy voting, and a potential…
Asset ManagerBroker DealerWealth Manager
The Securities and Exchange Commission announced today that it will host a roundtable on April 16, 2026, to discuss listed options market structure, including facilitating competition in a quote driven market, evaluating the customer experience, and…
Broker DealerAll Firms
The Securities and Exchange Commission today adopted final rule and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable Act (HFIA), which will increase transparency into the holdings and transactions…
The SEC adopted final rules on February 27, 2026, implementing the Holding Foreign Insiders Accountable Act (HFIA), which extends Section 16(a) beneficial ownership reporting requirements to directors and officers of foreign private issuers (FPIs) with Exchange Act Section 12-registered equity securities, effective March 18, 2026. This aligns FPI insiders' disclosure obligations with those of U.S. domestic issuers, enhancing market transparency while exempting >10% holders from reporting. Compliance professionals must prioritize preparation as the deadline approaches in two weeks from today (March 3, 2026).
What Changed
- - Extension of Section 16(a) Reporting: Directors and officers of FPIs must now file Forms 3 (initial beneficial ownership), 4 (changes in ownership), and 5 (annual summary) electronically and in...
- Rule Amendments:
- Rule 3a12-3(b): Removes full Section 16 exemption for FPI insiders; retains exemptions only for Section 16(b) short-swing profits and Section 16(c) short-selling prohibitions....
- Form Updates: Forms 3, 4, and 5 amended to include non-U.S. issuers and reporters; technical changes to instructions for EDGAR support contacts and paper filing addresses.
- Exemptive Authority: SEC may exempt persons/securities/transactions if foreign laws impose "substantially similar" requirements, but no exemptions granted yet; staff evaluating.
Suggested Considerations
- For FPIs and Insiders: Identify all directors/officers subject to Section 16; implement processes for electronic/English-language filings via EDGAR; file initial Form 3 by March 18, 2026 (or sooner for new appointees); establish transaction monitoring for prompt Form 4 filings.
- Training and Policies: Update insider trading policies, provide training on forms/reporting timelines; designate EDGAR filers with proper contacts.
- Systems Preparation: Integrate with trading/brokerage systems for real-time ownership tracking; prepare for Form 5 annual reconciliations.
- Monitor Exemptions: Watch for SEC exemptive relief based on foreign law equivalency; assume compliance required absent announcement.
Key Dates
HFIA enacted into law
SEC adopts final rules (ahead of 90-day mandate)
Effective date; directors/officers of existing FPIs must file initial Form 3; new directors/officers file within 10 days of appointment; ongoing Forms 4 within 2 business days of transactions
Annual Form 5 for unreported transactions; adopting release published in Federal Register (date TBD)
Compliance Impact
Urgency: Critical – With the March 18, 2026, effective date just two weeks away (as of March 3, 2026), non-compliance risks SEC enforcement, including public disclosure failures and potential civil penalties under Section 16. This materially heightens governance burdens for FPIs, demands immediate system/process overhauls, and aligns foreign insiders with U.S. standards to prevent opacity in cross-border listings.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
All Firms
The U.S. Securities and Exchange Commission (SEC) and the Financial Services Agency of Japan (FSA) convened the Spring SEC-FSA Financial Regulatory Dialogue in Tokyo on Feb. 27, 2026.The SEC–FSA Dialogue builds upon longstanding efforts between the two…
BankAsset ManagerBroker Dealer
The Securities and Exchange Commission today announced it will hold a roundtable on March 4 to discuss private market valuations and responsible retailization.The roundtable will be hosted by the Division of Investment Management from 1 p.m. to 3 p.m. ET…
Asset ManagerBroker DealerFintech The Securities and Exchange Commission’s Division of Enforcement today announced significant updates to its Enforcement Manual. These updates underscore the Commission’s ongoing commitment to fairness, transparency, and efficiency in the investigations…
The SEC's Division of Enforcement announced updates to its Enforcement Manual on February 24, 2026, focusing on enhancing fairness, transparency, and efficiency in investigations through standardized procedures like the Wells process and settlement considerations. These changes, the first major revisions since 2017, introduce uniform timelines and best practices to streamline resolutions and improve dialogue with investigated parties. Compliance professionals should prioritize this as it directly affects how firms respond to SEC inquiries, potentially accelerating outcomes and reducing uncertainties in enforcement actions.
What Changed
- The updates target investigative and enforcement procedures for greater consistency:
- Uniform Wells process: Recipients of a Wells notice receive four weeks to submit responses; Wells meetings are scheduled within four weeks of submission and include senior Division leadership.
- Simultaneous settlement and waiver consideration: Restores practice allowing settling parties to request Commission waivers from collateral consequences (e.g., disqualifications) alongside settlement...
- Additional enhancements: Details framework for evaluating cooperation (including civil penalty impacts); promotes internal collaboration; updates formal order processes, criminal referrals, and...
Suggested Considerations
- Review the updated Enforcement Manual (https://www.sec.gov/files/enforcementmanual.pdf) and train compliance/in-house legal teams on new Wells timelines and submission guidance.
- Update internal policies for responding to Wells notices: Prepare submissions within four weeks, focusing on elements staff find "most helpful" (e.g., detailed facts, legal analysis).
- For settlements, incorporate simultaneous waiver requests in offers to leverage restored process and mitigate collateral impacts.
- Enhance cooperation strategies per new evaluation framework to potentially reduce civil penalties; document internal collaboration for enforcement interactions.
- Monitor annual Manual reviews via SEC Division of Enforcement page (https://www.sec.gov/about/divisions-offices/division-enforcement).
Key Dates
- Updates to Enforcement Manual announced and effective; last major revision was 2017, with annual reviews planned going forward
- Standard deadline for Wells submissions
- Scheduling of Wells meetings with senior leadership
Compliance Impact
Urgency: High - These procedural updates are immediately effective and alter critical interaction points with SEC staff, such as Wells responses and settlements, which can determine investigation closure, enforcement recommendations, or penalty severity. Firms under active scrutiny or anticipating inquiries gain from predictable timelines reducing prolonged uncertainty, but must adapt quickly to avoid suboptimal outcomes; non-compliance risks inefficient resolutions or missed cooperation credits.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
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The Securities and Exchange Commission will host the agency’s 45th Annual Government Business Forum on Small Business Capital Formation at SEC headquarters in Washington, D.C., on March 9 from 1 p.m. to 5 p.m. ET. The event will be webcast live. …
Asset ManagerBroker DealerFintech
The Securities and Exchange Commission’s Division of Economic and Risk Analysis (DERA) has published two new reports on exchange traded funds and fund mergers, and updated statistics and data visualizations on municipal advisors, transfer agents, and…
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The Securities and Exchange Commission today announced the appointment of Demetrios (Jim) Logothetis, as Chairman, and Mark Calabria, Kyle Hauptman, and Steven Laughton, as Board members, of the Public Company Accounting Oversight Board (PCAOB). George…
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The Securities and Exchange Commission today filed settled charges against Archer-Daniels-Midland Company (ADM) and its former executives, Vince Macciocchi and Ray Young, and a litigated action against its former executive Vikram Luthar, for …
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Securities and Exchange Commission Chairman Paul S. Atkins and Commodity Futures Trading Commission Chairman Michael S. Selig will hold a joint event, previously scheduled for Jan. 27, now rescheduled for Thursday, Jan. 29, from 2 p.m. to 3 p.m. at CFTC…
Crypto ExchangeFintech
Securities and Exchange Commission Chairman Paul S. Atkins and Commodity Futures Trading Commission Chairman Michael S. Selig will hold a joint event on Tuesday, Jan. 27, from 10 a.m. to 11 a.m. at CFTC headquarters to discuss harmonization between the…
BankBroker DealerCrypto Exchange The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee announced that it will hold a public meeting at the SEC Headquarters in Washington, D.C., on Tuesday, Feb. 24, 2026, at 10 a.m. ET. The meeting will also be…
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The Securities and Exchange Commission today approved the 2026 budget for the Public Company Accounting Oversight Board (PCAOB) and the related accounting support fee.The 2026 PCAOB budget totals $362.1 million. The 2026 budget reflects a 9.4% ($37.6…
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The Securities and Exchange Commission is seeking candidates for appointment as members of the SEC’s Investor Advisory Committee, established pursuant to Section 39 of the Securities Exchange Act of 1934 to help protect investors and improve securities…
Asset ManagerBroker DealerWealth Manager
The Securities and Exchange Commission is seeking candidates to fill a limited number of vacancies on the agency’s Small Business Capital Formation Advisory Committee, which provides advice and recommendations to the Commission on rules, regulations, and…
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The Securities and Exchange Commission today announced the senior team from the Division of Corporation Finance responsible for advising division Director James Moloney on all matters the division has before the Commission. These include rulemaking…
BankBroker DealerWealth Manager The Securities and Exchange Commission today announced that Christina M. Thomas will rejoin the Division of Corporation Finance in February as deputy director and chief advisor on disclosure, policy, and rulemaking.“Christina brings her deep technical…
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The Securities and Exchange Commission today announced that Keith E. Cassidy has been appointed Director of the Division of Examinations. Mr. Cassidy has served as Acting Director since May 2024 and previously was the division’s Deputy Director, Acting…
BankBroker DealerAsset Manager The Securities and Exchange Commission today announced that J. Russell “Rusty” McGranahan has been named SEC General Counsel. As the SEC’s chief legal officer, Mr. McGranahan will oversee the provision of legal expertise and advice to the Office of the…
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The Securities and Exchange Commission today announced that Paul H. Tzur and David M. Morrell have been named as Deputy Directors of the Division of Enforcement. Mr. Tzur joined the Commission on January 6, 2026, as the Deputy Director overseeing the…
The SEC announced on January 12, 2026, the appointment of Paul H. Tzur and David M. Morrell as Deputy Directors of the Division of Enforcement, with Tzur joining on January 6, 2026, to oversee key operations. This personnel change is part of a broader reorganization replacing Regional Directors with Deputy Directors for more centralized oversight of investigations. It matters for compliance teams as it signals greater consistency in enforcement approaches, potentially affecting investigation timelines, Wells process strategies, and settlement negotiations across SEC-regulated entities.
What Changed
- This announcement reflects structural reforms rather than new substantive regulations:
- Replacement of Regional Directors with Deputy Directors, centralizing reporting from local offices (e.g., Boston, Fort Worth, Atlanta) and specialized units directly to headquarters-led Deputy...
- Enhanced supervision of enforcement decisions, aiming for consistency and reduced regional variations in handling investigations.
- Complements parallel Wells process reforms under Chairman Paul Atkins, including a baseline four-week response period, greater access to evidence, and senior-level meetings for transparency and due...
Suggested Considerations
- Review and update internal protocols for SEC investigations to align with centralized reporting structures, anticipating uniform standards across regions.
- Train legal/compliance staff on refined Wells process (e.g., prepare for four-week timelines and evidence access requests).
- Monitor upcoming SEC communications for Enforcement Director Judge Margaret Ryan's guidance on fraud-focused priorities.
- Assess current or potential matters for earlier engagement with Deputy Directors on case theories and resolutions.
Key Dates
- Paul H. Tzur joins SEC as Deputy Director of the Division of Enforcement.
- SEC announces appointments of Paul Tzur and David Morrell as Deputy Directors.
Compliance Impact
Urgency: Medium. This matters due to its role in ongoing SEC transition under Chairman Atkins and Director Ryan, promising more predictable enforcement but requiring adaptation to centralized decision-making and Wells enhancements. While not imposing immediate obligations, it could accelerate case resolutions and shift settlement dynamics, especially amid 2025's enforcement slowdown from staffing cuts (15-20% headcount reduction). Firms with active investigations should prioritize strategic adjustments now.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
Asset ManagerBroker DealerHedge Fund The Securities and Exchange Commission today announced it will hold its third and final outreach event to help firms comply with amendments to Regulation S-P. The event, which is focused on small firms, is open to in-person or virtual attendance, and is…
Asset ManagerBroker DealerWealth Manager The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation today published and delivered to Congress its 2025 staff report that serves as a comprehensive and data-rich resource on capital-raising dynamics…
Asset ManagerBroker DealerWealth Manager The Securities and Exchange Commission today proposed amendments to the rules that define which registered investment companies, investment advisers, and business development companies qualify as small entities for purposes of the Regulatory Flexibility…
The SEC proposed amendments on January 7, 2026, to expand the definitions of "small entities" under the Regulatory Flexibility Act (RFA) for registered investment advisers (RIAs), investment companies, and business development companies by significantly raising asset thresholds last updated in 1998. This would increase the number of qualifying small entities, enabling the SEC to better assess regulatory impacts and potentially provide tailored relief like extended compliance timelines during rulemaking. It matters because it could indirectly reduce compliance burdens for mid-sized firms by influencing future SEC rules to minimize disproportionate effects on smaller players.
What Changed
- - Raise the RAUM threshold for RIAs to qualify as small entities from $25 million to $1 billion, with conforming changes for control affiliates.
- Increase the net asset threshold for investment companies from $50 million to $10 billion.
- Update aggregation of related funds from "group of related investment companies" to "family of investment companies" as defined in Form N-CEN for easier identification.
- Introduce inflation adjustments to thresholds every 10 years via SEC order, without formal rulemaking.
- Make corresponding amendments to Form ADV and rules on continuing hardship exemptions for electronic filing.
Suggested Considerations
- Submit public comments by the deadline to influence thresholds, alternatives (e.g., client types, headcount), or exclusions (e.g., funds advised by small RIAs).
- Monitor Federal Register for exact publication and comment instructions; review proposed rule and fact sheet on SEC site (https://www.sec.gov/rules-regulations/2026/01/s7-2026-01).
- Assess internal status: Calculate current RAUM/net assets against new thresholds to anticipate RFA benefits in upcoming rulemakings.
- No immediate compliance changes, as this affects SEC rulemaking process only; prepare for potential indirect impacts via future rules.
Key Dates
- SEC issues proposal and press release
- Public comment period closes (publication expected shortly after January 7; exact date TBD, likely March 2026 based on estimates)
- Typically at least one year post-comment period under normal processes
adoption; - Inflation adjustments to thresholds via SEC order
Compliance Impact
Urgency: Medium. This proposal does not impose direct new requirements or alter existing obligations—it's procedural for SEC's RFA analyses during rulemaking. However, adoption could lead to meaningful indirect benefits for mid-sized RIAs and funds, such as longer compliance phases or reduced burdens in rules on reporting, recordkeeping, or vendor reliance, addressing outdated 1998 thresholds amid industry AUM growth. Firms should engage now via comments to shape outcomes, but no urgent operational changes needed.
AI-generated analysis. May contain errors or omissions — verify with the
original SEC source
before acting. Full disclaimer.
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