Senior Managers / Governance in United States

What Changed

• - Introduces principles‑based requirements for vertically integrated market structures involving affiliations between derivatives clearing organizations, designated contract markets, swap execution...
• Amends Part 37 to set additional governance, conflict‑management, and structural requirements for swap execution facilities where the SEF is affiliated with an intermediary or trading entity.
• Amends Part 38 to impose enhanced conflict‑of‑interest and self‑regulatory safeguards for designated contract markets that are affiliated with futures commission merchants or proprietary trading...
• Amends Part 39 to clarify and strengthen requirements on derivatives clearing organizations in group structures where the DCO is affiliated with intermediaries or other market participants, including...
• Amends regulation 1.52 (accounts and records; FCM supervisory requirements) to reflect the heightened expectations placed on futures commission merchants that are part of vertically integrated...

Suggested Considerations

• Identify and map all affiliate relationships involving CFTC‑regulated entities within your group (DCO, DCM, SEF, FCM, SD/MSP, trading entities, market makers) and document how roles and control relationships could create actual or perceived conflicts of interest.
• Conduct a gap analysis of existing governance, conflicts‑of‑interest, information‑barrier, and supervision frameworks against the anticipated principles‑based expectations for vertically integrated structures under Parts 37, 38, 39 and regulations 1.52 and 1.55.
• Review and, where necessary, enhance board‑level and committee‑level oversight arrangements for affiliated entities to ensure independent decision‑making on listing, clearing, rule enforcement, membership, and client treatment where affiliates are involved.
• Assess current customer risk disclosures, including those required under regulation 1.55 for FCMs, to determine whether affiliate relationships and related conflicts are adequately described, and prepare draft revisions that could be implemented if the new requirements are finalized.
• Engage legal, compliance, and business stakeholders for each affected entity (DCO, DCM, SEF, FCM, trading entity) to prepare a coordinated comment letter to the CFTC explaining operational impacts, potential unintended consequences, and recommendations on specific rule language.

Key Dates

References

• [1] cftc.gov/PressRoom/PressReleases/9274-26
• [2] reginfo.gov/public/do/eAgendaViewRule?pubId=202404&RIN=30...
• [3] cftc.gov/LawRegulation/DoddFrankAct/Dodd-FrankProposedRul...
• [4] comments.cftc.gov/FederalRegister/Proposed.aspx?Type=List...
• [5] public-inspection.federalregister.gov/2023-28745.pdf
• [6] content.next.westlaw.com/practical-law/document/If6afd4b4...
• [7] public-inspection.federalregister.gov/2012-00935.pdf?1329...
• [8] cftclaw.com

What Changed

• - The SEC has formally announced that Principal Deputy Director of the Division of Enforcement Sam Waldon will leave the agency effective 31 July 2026, ending more than 14 years of service at the SEC.
• The Enforcement Division will have a new Principal Deputy Director (named in the release), who will assume responsibility for overseeing day‑to‑day enforcement operations, supervision of regional and...
• Waldon’s departure follows his recent tenure as Acting Director and Principal Deputy Director during a period of strategic restructuring of the Enforcement Division, including creation of multiple...
• The transition occurs against the backdrop of earlier Commission decisions to rescind delegation of formal order authority to the Enforcement Director, returning formal order approvals to the...
• Under Waldon’s leadership, the Division emphasized “quality over quantity” cases, focusing on traditional “core” areas (insider trading, accounting and disclosure fraud, market manipulation,...

Suggested Considerations

• Review and update enforcement‑risk assessments to reflect the forthcoming change in SEC Enforcement Division Principal Deputy Director, with particular focus on core fraud, insider trading, and accounting‑related risks.
• Re‑evaluate internal investigation, Wells process, and SEC engagement protocols to ensure they align with current Enforcement Manual practices and anticipate any refinements under the new Principal Deputy Director.
• Brief senior management, boards, and audit committees on the SEC enforcement leadership transition and its implications for prioritization of accounting, disclosure, and gatekeeper cases, particularly in light of the SOX‑focused enforcement unit.
• Reassess crypto and digital asset exposure, including ongoing or threatened SEC matters, to account for potential shifts in enforcement posture under new leadership while maintaining preparedness for fraud‑focused actions involving retail investors.
• Reinforce insider trading surveillance, market‑abuse monitoring, and controls around material non‑public information, reflecting the Enforcement Division’s continued emphasis on traditional trading‑related misconduct.

Key Dates

References

• [1] bloomberg.com/news/articles/2026-03-20/sec-lays-out-polic...
• [2] sec.gov/newsroom/press-releases/2024-162
• [3] angelinvestorsnetwork.com/regulatory-compliance/sec-enfor...
• [4] sec.gov/newsroom/press-releases/2026-27-sec-announces-enf...
• [5] reuters.com/world/us/sec-focus-traditional-cases-under-ne...
• [6] hklaw.com/en/insights/publications/2026/04/sec-speaks-are...
• [7] morganlewis.com/pubs/2026/04/securities-enforcement-round...
• [8] ainvest.com/news/sec-enforcement-inflection-point-directo...

What Changed

• - The SEC is reinstating the Retail Fraud Working Group within the Division of Enforcement to concentrate resources on identifying and pursuing misconduct that disproportionately harms retail...
• The Working Group will support stronger coordination with state and federal enforcement partners, including improved information-sharing and joint efforts.
• The SEC’s enforcement priorities now explicitly include offering fraud, accounting and disclosure fraud, insider trading, market manipulation, fraud by foreign actors, and fiduciary breaches...
• The SEC is signaling that it will distinguish between honest mistakes and actual fraud, but will still assess whether errors caused investor harm and calibrate remedies accordingly.
• The initiative reinforces the SEC’s broader retail-investor focus, building on the earlier Retail Strategy Task Force and related retail-protection efforts.

Suggested Considerations

• Review retail-facing sales, disclosure, and supervision controls for gaps that could create exposure under SEC fraud theories.
• Reassess product approval, marketing review, and suitability procedures for offerings sold to individual investors.
• Test whether financial reporting, performance, and valuation disclosures could be challenged as misleading or incomplete.
• Strengthen surveillance for insider trading, market manipulation, and suspicious transaction patterns involving retail accounts.
• Reevaluate client-asset safeguarding, custody, and trade-allocation controls to prevent misuse or misappropriation.

Key Dates

References

• [1] hklaw.com/en/insights/publications/2026/05/sec-enforcemen...
• [2] thecorporatecounsel.net/blog/2026/05/sec-enforcement-new-...
• [3] stblaw.com/about-us/publications/view/2026/05/14/sec-watc...
• [4] morganlewis.com/pubs/2026/06/securities-enforcement-round...
• [5] sec.gov/fact-sheets/sec-protects-retail-investors-markets
• [6] sec.gov/newsroom/speeches-statements/woodcock-remarks-mfa...
• [7] linkedin.com/posts/timothynewman_yesterday-newly-appointe...
• [8] investor.gov/introduction-investing/investing-basics/role...

What Changed

• - The CFTC proposes an alternate reporting framework for certain fully collateralized event contracts, replacing reliance on certain reporting provisions in Parts 38, 39, 43, and 45 with reporting...
• The proposal would amend Part 15, Part 16, and Part 17 of the CFTC’s regulations.
• The proposal would add a new §16.03 titled “Covered Event Contracts” to Part 16.
• The proposal would require reporting pursuant to §16.00, §16.01, Part 17, and Part 18 for covered event contracts.
• The proposal would apply to reporting by certain reporting markets, futures commission merchants, clearing members, and foreign brokers.

Suggested Considerations

• Firms that list, clear, intermediate, or report covered event contracts should inventory all event-contract products and map each product to the current reporting regime and the proposed Parts 15 through 18 framework.
• Compliance teams should identify all reporting fields, systems, and workflows currently relying on Parts 38, 39, 43, or 45 for event-contract reporting and assess whether those processes would need redesign.
• FCMs, clearing members, and foreign brokers should review their data governance and source-of-truth controls to ensure they can produce the reporting elements required under §16.00, §16.01, Part 17, and Part 18 if the proposal is adopted.
• Firms should track the public-comment process and prepare comments if the proposed framework creates operational gaps, duplicated reporting, or ambiguities in product scope.
• Market participants should review reliance on existing no-action letters and prepare contingency plans for a transition from interim relief to a codified rule.

Key Dates

References

• [1] cftc.gov/PressRoom/PressReleases/9261-25
• [2] cftc.gov/PressRoom/PressReleases/9131-26
• [3] gtlaw.com/en/insights/2026/6/cftc-proposes-new-rules-for-...
• [4] cftc.gov/taxonomy/term/4196
• [5] track360.io/blog/event-contracts-explained-cftc-operator-...
• [6] cftc.gov/IndustryOversight/ContractsProducts/index.htm
• [7] cftc.gov/LearnandProtect/PredictionMarkets

What Changed

• - The SEC proposes to rescind Rule 611 of Regulation NMS (17 CFR 242.611), which currently requires trading centers to establish, maintain, and enforce written policies and procedures reasonably...
• The rescission would eliminate the current requirement on trading centers to prevent executions at prices inferior to protected quotations displayed on other trading centers, subject to the present...
• The SEC proposes to rescind Rule 610(e) of Regulation NMS, which currently imposes caps on access fees that trading centers may charge for the execution of quotations in NMS stocks, intended to...
• The proposal would remove the regulatory framework that links protection of top‑of‑book quotations with capped access fees, allowing market forces and competition to shape routing behavior, fee...
• The proposal would likely be accompanied by conforming amendments to related definitions and cross‑references in Regulation NMS that currently rely on or reference Rules 611 and 610(e).

Suggested Considerations

• Map all current policies, procedures, and controls that explicitly reference or rely on Rule 611 (Order Protection Rule) and Rule 610(e) (access fee caps), including best‑execution frameworks, routing policies, fee schedules, and surveillance rules.
• Conduct a system inventory of smart order routing, execution algorithms, and venue connectivity logic that prevents trade‑throughs of protected quotations and enforces access‑fee caps, and identify components that would need redesign if Rules 611 and 610(e) are rescinded.
• Review and, if necessary, update best‑execution policies and client disclosures to decouple best‑execution rationales from mechanical Rule 611 compliance, preparing a framework that can operate in an environment without trade‑through prohibitions or fee caps.
• Enhance governance processes to monitor the SEC rulemaking, assign ownership (e.g., to a market structure working group), and prepare internal impact assessments and board‑level briefings on potential business, conduct, and conflict‑of‑interest implications of rescission.
• Develop scenario analyses and playbooks describing how routing strategies, venue selection, and payment‑for‑order‑flow or other economic arrangements would be adjusted in the absence of Rule 611 and Rule 610(e).

Key Dates

References

• [1] skadden.com/-/media/files/publications/2025/11/how_the_se...
• [2] sec.gov/comments/4-862/4862-662547-1977554.pdf
• [3] law.cornell.edu/cfr/text/17/242.611
• [4] x.com/SECGov/status/2065093130404163701/photo/1
• [5] x.com/SECGov/status/2065093133583487076
• [6] sifma.org/advocacy/letters/supplemental-request-for-immed...
• [7] sec.gov/divisions/marketreg/rule611faq.pdf
• [8] federalregister.gov/documents/2004/12/27/04-27934/regulat...

What Changed

• - The CFTC proposes a 30% presumption for whistleblower awards of $5 million or less.
• The presumption remains subject to Commission discretion and application of relevant regulatory factors.
• The proposal is modeled on SEC Rule 21F-6(c) to further harmonize CFTC and SEC whistleblower frameworks.
• The CFTC says the change is intended to improve the efficiency, transparency, and predictability of award processing.
• The proposal would affect how the CFTC’s Whistleblower Office evaluates award claims under Part 165.

Suggested Considerations

• Review whistleblower intake, escalation, and investigation procedures to ensure the firm can identify potential CEA violations before they become external whistleblower submissions.
• Update training for front office, operations, compliance, and management personnel on CFTC whistleblower protections and the increased incentive structure.
• Assess whether confidentiality, reporting, and non-retaliation controls are sufficiently documented to withstand scrutiny if a whistleblower complaint arises.
• Reconfirm that internal policies do not discourage employees from communicating with the CFTC or otherwise create retaliation risk.
• Monitor the Federal Register publication date and decide whether the firm, trade association, or counsel should submit a comment during the open comment period.

Key Dates

References

• [1] fincen.gov/news/news-releases/fincen-proposes-rule-pay-wh...
• [2] whistleblower.gov/overview
• [3] federalregister.gov/documents/2026/04/01/2026-06271/whist...
• [4] cftc.gov/LawRegulation/DoddFrankAct/Dodd-FrankProposedRul...
• [5] cftc.gov/PressRoom/PressReleases/9249-26
• [6] cftc.gov/PressRoom/PressReleases/9194-26
• [7] comments.cftc.gov/FederalRegister/Proposed.aspx
• [8] kkc.com/frequently-asked-questions/cftc-whistleblower-awa...

What Changed

• - The CFTC has rescinded the policy in Appendix A to Part 10 that prevented the Commission from accepting settlement offers where a respondent or defendant continued to deny the allegations in a...
• The CFTC will now accept settlements even where the settling party publicly denies or continues to deny the CFTC’s allegations, provided other settlement terms are satisfied.
• The CFTC has stated that it will not enforce existing no-deny (neither‑admit‑nor‑deny) provisions in settlements that have already been entered.
• If a settling party breaches an existing no-deny provision, the CFTC will not allege breach of contract, seek to reopen the matter, ask a district court to vacate the settlement, or reopen an...
• The rescission does not alter the CFTC’s discretion to: - settle with defendants who decline to admit facts or liability; or - negotiate and require admissions of facts or liability in...

Suggested Considerations

• Review all existing CFTC settlement orders, consent orders, and related agreements to identify any no‑deny or neither‑admit‑nor‑deny clauses and update internal records to reflect that the CFTC has stated it will not enforce those provisions.
• Update internal enforcement and litigation playbooks to incorporate the new settlement flexibility, including explicit guidance that public denials post‑settlement may be possible but should be subject to legal and reputational risk review.
• Revise board- and senior‑management reporting on CFTC enforcement risks and settlement strategy to reflect the rescission of the no‑deny policy and the availability of settlements without waiving the ability to contest allegations in public communications.
• Implement or update communications and investor‑relations protocols governing post‑settlement statements, ensuring any public denials or clarifications are coordinated with legal, compliance, and, where relevant, parallel regulators or criminal authorities.
• For ongoing CFTC investigations or settlement negotiations, instruct external and internal counsel to reassess settlement strategy, including whether to seek terms that preserve the firm’s ability to deny or contest aspects of the CFTC’s allegations after settlement.

Key Dates

References

• [1] cftc.gov/PressRoom/PressReleases/9247-26
• [2] sec.gov/newsroom/press-releases/2026-45-sec-rescinds-poli...
• [3] gibsondunn.com/undeniably-deniable-sec-rescinds-policy-on...
• [4] cftc.gov/media/14106/NeitherDenyNorAdmitRescission060326/...
• [5] federalregister.gov/documents/2026/05/21/2026-10132/resci...
• [6] binance.com/en/square/post/330358517783154
• [7] cftc.gov

What Changed

• - The SEC is proposing a strategic reorientation toward core statutory objectives: investor protection, fair and orderly markets, and capital formation.
• The plan emphasizes clearer, fit-for-purpose rules intended to support innovation while deterring misconduct.
• The SEC says it will prioritize modernizing and simplifying disclosure practices, which may affect reporting frameworks and issuer-facing compliance processes.
• The draft plan highlights expanded access to private markets and new capital-raising pathways, signaling possible future changes in offering, exemptive, and disclosure regimes.
• The SEC identifies digital assets and distributed ledger technologies as an area needing a “firm regulatory foundation,” indicating continued policy development for crypto-related activities.

Suggested Considerations

• Submit written comments by 02 July 2026 if your firm wants to influence the SEC’s strategic priorities, especially on disclosure modernization, private markets, digital assets, or enforcement posture.
• Include File Number DSP-3 on all comments and use only one submission method, because the SEC requires the file number on email subject lines and asks commenters to choose a single channel.
• Review internal compliance roadmaps for likely impacts from disclosure simplification, rule retrospectives, and enforcement refocusing, and identify where current controls may become redundant or need redesign.
• Assess whether your firm’s digital asset, tokenization, or distributed ledger activities may benefit from future SEC guidance or may face new framework requirements.
• Monitor developments on EDGAR modernization and filing technology changes, and test whether internal reporting, tagging, or submission processes would need upgrades.

Key Dates

References

• [1] sec.gov/newsroom/press-releases/2026-51-sec-publishes-dra...
• [2] sec.gov/ix?doc=%2FArchives%2Fedgar%2Fdata%2F0000070858%2F...
• [3] prnewswire.com/news-releases/fs-kkr-capital-corp-announce...
• [4] pubs.acs.org/doi/10.1021/acs.est.4c12667
• [5] sec.gov/ix?doc=%2FArchives%2Fedgar%2Fdata%2F1498067%2F000...
• [6] blackstone.com/insights/article/office-of-the-cio-2026-in...
• [7] sec.gov/Archives/edgar/data/1357615/000110465926036847/tm...
• [8] federalregister.gov/documents/2025/11/28/2025-21379/termi...

What Changed

• - The SEC proposes to rescind the 2024–2025 climate‑related disclosure rules that mandated detailed climate information in Securities Act registration statements and Exchange Act annual reports,...
• The proposal would remove line‑item requirements for climate‑related governance and oversight by the board and management that had been added to Regulation S‑K and related forms.
• The proposal would eliminate prescriptive disclosure of climate‑related risks over specified time horizons (short, medium, long term) and their impacts on strategy, business model, and outlook that...
• The proposal would rescind obligations to provide certain climate‑related financial metrics in audited financial statements, including disaggregation of climate‑related impacts in footnotes, thereby...
• The proposal would eliminate any mandatory greenhouse gas (GHG) emissions disclosures that were part of the climate rules, including Scopes that were required for large filers, returning GHG...

Suggested Considerations

• Maintain full compliance with the existing SEC climate‑related disclosure rules in registration statements and annual reports until a final rescission (if any) becomes effective, and do not scale back disclosures based solely on the proposal.
• Prepare internal briefing materials for the board, audit committee, and senior management explaining the proposed rescission, its potential implications, and the need to maintain current disclosures in the interim.
• Coordinate with legal, finance, sustainability, and investor relations teams to develop a contingency disclosure strategy that anticipates both outcomes: (i) rescission is finalized and prescriptive line items disappear, or (ii) the rule is modified or retained following comments or litigation.
• Review and update risk factor, MD&A, and business section drafting guidance to ensure that material climate‑related risks and opportunities continue to be addressed under general disclosure standards even if specialized climate items are removed.
• Engage external counsel and proxy‑advisory or ESG stakeholders to assess how reduced prescriptive SEC climate requirements will interact with EU, UK and state‑level climate disclosure regimes, and align internal reporting processes to meet the most stringent applicable framework.

Key Dates

References

• [1] democrats-financialservices.house.gov/uploadedfiles/01.14...
• [2] sec.gov/newsroom/whats-new
• [3] jdsupra.com/legalnews/sec-releases-2026-examination-8535066/
• [4] morganlewis.com/pubs/2026/04/securities-enforcement-round...
• [5] skadden.com/-/media/files/publications/2025/07/2026-sec-f...
• [6] jonesday.com/en/insights/2026/02/sec-outlines-2026-disclo...
• [7] mayerbrown.com/-/media/files/perspectives-events/publicat...
• [8] goodwinlaw.com/en/insights/publications/2025/12/alerts-fi...

What Changed

• - The CFTC Division of Enforcement has adopted a new, unified cooperation policy that expressly supersedes all prior Division cooperation and self‑reporting advisories (including the 2017 corporate...
• The new advisory establishes a clear “declination pathway” under which, absent aggravating circumstances, a respondent that voluntarily self‑reports, fully cooperates, timely and appropriately...
• The advisory formalizes that voluntary self‑reporting is a central prerequisite for the highest level of credit, distinguishing between cases with self‑reports (potential declination or high...
• The policy confirms that “full cooperation” will be a necessary condition for a declination, which in practice will require proactive, resource‑intensive engagement with Enforcement beyond mere...
• The advisory codifies that timely and appropriate remediation is a separate and indispensable requirement for top‑tier outcomes, emphasizing that firms must implement corrective measures before...

Suggested Considerations

• Identify and catalogue all existing internal policies, playbooks, and checklists relating to CFTC investigations, dawn raids, inquiries, self‑reporting, and cooperation, and amend them to reflect the new advisory’s superseding status.
• Update the firm’s enforcement‑response framework to explicitly incorporate the new declination pathway, including clear decision criteria for when and how to voluntarily self‑report potential CFTC violations.
• Establish or refine escalation triggers for potential insider trading, fraud, manipulation, and market abuse in CFTC‑regulated markets to ensure that issues can be investigated and elevated quickly enough to support “prompt” and “voluntary” self‑reporting.
• Design and document a structured internal investigation protocol that can generate the level of factual development, analysis, and documentation needed to demonstrate “full cooperation,” including protocols for sharing findings, data, and analytics with the CFTC where appropriate.
• Implement procedures to rapidly secure, preserve, and collect relevant trading records, communications (including messaging apps), surveillance alerts, and algorithmic trading data so that the firm can cooperate effectively and avoid any appearance of obstruction or delay.

Key Dates

References

• [1] jdsupra.com/legalnews/cftc-s-division-of-enforcement-issu...
• [2] cliffordchance.com/content/dam/cliffordchance/briefings/2...
• [3] skadden.com/-/media/files/publications/2020/11/cftc-issue...
• [4] sidley.com/en/insights/newsupdates/2025/03/us-cftc-enforc...
• [5] cftc.gov/media/11821/EnfAdv_Resolutions022525/download
• [6] cftc.gov/PressRoom/PressReleases
• [7] morganlewis.com/pubs/2025/03/cftc-enforcement-replaces-pr...
• [8] cftc.gov/sites/default/files/idc/groups/public/@lrenforce...

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

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

References

• [1] wealthmanagement.com/regulation-compliance/sec_names_gibs...
• [2] news.bitcoin.com/david-woodcock-named-sec-enforcement-chi...
• [3] tradersmagazine.com/xtra/sec-appoints-david-woodcock-as-d...
• [4] blockonomi.com/sec-names-david-woodcock-as-enforcement-ch...
• [5] citybiz.co/article/829974/sec-appoints-david-woodcock-as-...
• [6] newsfilecorp.com/release/291656/SEC-Appoints-David-Woodco...
• [7] hklaw.com/en/news/intheheadlines/2026/04/us-sec-taps-gibs...
• [8] wmbdradio.com/2026/04/08/us-sec-taps-gibson-dunn-attorney...

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

• - 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

References

• [1] omm.com/insights/alerts-publications/client-alert-sec-ado...
• [2] whitecase.com/insight-alert/sec-adopts-rules-apply-sectio...
• [3] indexbox.io/blog/sec-finalizes-new-disclosure-rules-for-f...
• [4] sec.gov/newsroom/press-releases/2026-23-sec-adopts-final-...
• [5] knowntrends.com/2026/03/sec-adopts-final-rules-under-hold...
• [6] sec.gov/newsroom/speeches-statements/atkins-statement-fin...
• [7] debevoise.com/insights/publications/2026/03/sec-adopts-fi...
• [8] sec.gov/rules-regulations/2026/02/34-104903

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

• - Effective January 1, 2023, amendments to FINRA Rule 1240 mandate annual completion of both Regulatory Element and Firm Element for all registered persons, per CE Council...
• Launched July 1, 2024, the Financial Learning Experience (FLEX) serves as an optional centralized catalog for Firm Element e-learning courses to support written training...
• 2025 Regulatory Element courses are pre-assigned via FinPro Gateway, with topics viewable via FINRA's interactive tool; changes occur if registrations are...

Suggested Considerations

• Registered persons: Log into FinPro Gateway to complete assigned 2025 Regulatory Element courses by deadline (or request extension via firm for good cause); update contact info for notifications.[https://www.finra.org/rules-guidance/notices/information-notice-20250814]
• Firms: Conduct annual Firm Element needs analysis and develop written training plans using FLEX and published Regulatory topics; monitor completion, request extensions if needed, and maintain records.[https://www.finra.org/rules-guidance/notices/information-notice-20250814]
• Verify FinPro access/recovery; contact FINRA Testing and Continuing Education Department for questions.[https://www.finra.org/rules-guidance/notices/information-notice-20250814]

Key Dates

References

• [1] stcusa.com/resource-center/news-updates/understanding-the...
• [2] nasaa.org/wp-content/uploads/2025/02/IAR-CE-FAQs-2025.pdf
• [3] finra.org/registration-exams-ce/continuing-education
• [4] questce.com/blog-finra-reminds-firms-of-ce-deadlines-and-...
• [5] finra.org/registration-exams-ce/qualification-exams/mqp
• [6] finra.org/rules-guidance/notices/information-notice-071224

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

References

• [1] jdsupra.com/legalnews/sec-enforcement-shake-up-and-wells-...
• [2] dlapiper.com/en-us/insights/publications/2026/01/sec-enfo...
• [3] mwe.com/insights/sec-enforcement-trends-companies-2026/
• [4] corpgov.law.harvard.edu/2026/01/21/sec-enforcement-2025-y...
• [5] foley.com/insights/publications/2026/01/shifting-enforcem...
• [6] skadden.com/insights/publications/2026/2026-insights/regu...
• [7] sec.gov/files/2026-exam-priorities.pdf
• [8] capx.cooley.com/2026/01/07/navigating-sec-priorities-in-t...

What Changed

• This announcement itself introduces no new regulatory changes or requirements; it is a personnel update. However, it occurs amid broader Enforcement Division restructuring, including:
• Consolidation from one Deputy Director to four (three regional: Northeast, Southeast, West; one for specialized units), reducing reporting lines for a more unified nationwide enforcement program.
• Rescission in March 2025 of delegated authority for the Enforcement Director to issue formal orders of investigation, now requiring direct Commission authorization to align with priorities.
• Emphasis on transparency, such as sharing legal theories and evidence with defense counsel during Wells processes, rewarding cooperation, self-reporting, and remediation, while avoiding novel legal...

Suggested Considerations

• Review ongoing Northeast Regional Office investigations for potential leadership changes and engage early with new deputies on cooperation opportunities.
• Enhance internal self-reporting and remediation protocols to align with Enforcement's stated rewards for cooperation and robust Wells processes.
• Update compliance training on restructured reporting lines and Commission-authorized formal orders, ensuring defenses stick to established securities laws rather than novel theories.
• Monitor SEC staff directory for replacement announcements, such as potential roles for Samuel Waldon or others in the Northeast.

Key Dates

References

• [1] mcguirewoods.com/client-resources/alerts/2025/6/a-new-day...
• [2] sec.gov/newsroom/press-releases/2025-146-deputy-director-...
• [3] dechert.com/knowledge/onpoint/2025/6/under-new-leadership...
• [4] corpgov.law.harvard.edu/2026/01/21/sec-enforcement-2025-y...
• [5] skadden.com/insights/publications/2025/04/trump-administr...
• [6] perkinscoie.com/insights/update/sec-speaks-2025-four-key-...
• [7] morganlewis.com/pubs/2025/12/securities-enforcement-round...
• [8] clearygottlieb.com/news-and-insights/publication-listing/...