Banking & Credit in United States

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• - The SEC has rescinded the policy in Rule 202.5(e) of its informal Rules of Practice that conditioned settlements involving sanctions on the respondent’s agreement not to publicly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

References

• [1] sec.gov
• [2] usgovernmentmanual.gov/Agency?EntityId=JZfpg7xXgFk%3D&Par...
• [3] sec.gov/newsroom/press-releases/2024-174
• [4] sec.gov/newsroom/press-releases/2024-148
• [5] sec.gov/newsroom/press-releases/2024-98
• [6] sec.gov/newsroom/press-releases/2025-6
• [7] sec.gov/enforcement-litigation/litigation-releases
• [8] sec.gov/reports

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

References

• [1] dlapiper.com/en-us/insights/publications/2026/02/sec-enfo...
• [2] alston.com/en/insights/publications/2026/02/sec-leadershi...
• [3] goodwinlaw.com/en/insights/publications/2026/03/alerts-pr...
• [4] davispolk.com/insights/client-update/sec-updates-its-enfo...
• [5] jdsupra.com/legalnews/sec-s-division-of-enforcement-annou...
• [6] regulationtomorrow.com/2026/03/us-secs-updated-enforcemen...
• [7] governance-intelligence.com/regulatory-compliance/back-ba...
• [8] secretariat-intl.com/insights/the-evolving-sec-enforcemen...

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

References

• [1] sec.gov/newsroom/press-releases/2026-20-secs-division-enf...
• [2] sec.gov/about/divisions-offices/division-enforcement
• [3] sec.gov/files/enforcementmanual.pdf

What Changed

The final rule introduces the following substantive amendments: Exceptions for Swaps Intended to be Cleared (ITBC Swaps) Swap dealers and major swap participants are exempted from certain External Business Conduct Standards and swap trading relationship documentation requirements when executing swaps that are intended by the parties to be cleared contemporaneously with execution.

Suggested Considerations

• *Immediate Actions (Pre-Implementation)
• *Implementation Actions (Upon Effective Date)
• trade disclosure systems to remove PTMMM generation and delivery requirements
• based operations, review implications of superseded Staff Letter No. 23-01
• *Ongoing Compliance

Key Dates

References

• [1] cftc.gov/PressRoom/PressReleases/9157-25
• [2] cftc.gov/media/12866/federalregister121825/download
• [3] isda.org/2025/11/18/isda-and-sifma-comment-on-cftc-propos...
• [4] gibsondunn.com/derivatives-legislative-and-regulatory-wee...
• [5] sifma.org/advocacy/letters/revisions-to-business-conduct-...
• [6] skadden.com/insights/publications/2025/09/cftc-proposes-e...