SEC Issues New Beneficial Ownership and Other Guidance

On July 9, 2026, the staff of the SEC’s Division of Corporation Finance published a number of new Corporation Finance Interpretations relating to beneficial ownership reporting of total return swaps and by partnerships, disclosure obligations in shareholder activism campaigns, tender offers and Regulation Crowdfunding. Set forth below is a summary of the most significant developments.

Beneficial Ownership Reporting of Total Return Swaps. Three new CFIs address the reporting implications of ownership of standard cash-settled total return equity swaps under Section 13(d) of, and Rule 13d-3 under, the Exchange Act. See Questions 105.08, 105.09 and 105.10, which should also be considered in the context of the SEC’s 2023 amendments to the beneficial ownership reporting rules.

Reporting by Partnerships on Schedule 13D. In Question 110.10, the staff clarifies that, when a Schedule 13D reporting person is a general or limited partnership, the information required by Items 2 through 6 of Schedule 13D must be provided for the reporting person itself, as well as for the additional persons and entities identified in its Instruction C.

Disclosure Obligations in Shareholder Activism Campaigns. Under new Question 110.09, where an entity is formed for the purpose of acquiring securities of a specific issuer and pursuing an activism campaign, the identities of the investors funding that vehicle must be disclosed in any resulting Schedule 13D when the investors are informed in advance of the specific purpose for which their funds will be used, including the identity of the targeted issuer.

Tender Offer Press Releases. New CFIs (including under Rules 13e-4 and 14d-4) provide that the staff will not object if an issuer disseminates a tender offer by means of a press release that is issued as soon as practicable on the date of commencement of the tender offer, is released through a widely disseminated news or wire service, and contains the required disclosure and an active hyperlink directing investors to the complete tender offer materials; provided that the tender offer is not subject to Rule 13e-3 and complete offering materials are furnished promptly upon request.

Regulation Crowdfunding Reporting. The staff addressed the interaction between Regulation Crowdfunding reporting obligations and crowdfunding vehicles. The new CFI concludes that an issuer may not treat a crowdfunding vehicle as a single holder of record when determining whether it may terminate its annual reporting obligations under Rule 202(b).

For more information, see Debevoise Update.

 

From Opt-In to Opt-Out: SEC’s Proposed Regulation E-Delivery Would End the Paper Default

On July 16, 2026, the SEC proposed “Regulation E-Delivery” (the “Proposed Rule”), a framework that would overhaul how required regulatory information is delivered under the federal securities laws. If adopted, the rule would permit, but not require, “covered entities” to use electronic delivery as the default method for delivering “covered information” to investors and other recipients, without first obtaining a recipient’s affirmative consent, subject to specified conditions, including the recipient’s ability to opt out and receive a paper copy free of charge. The Proposed Rule would also rescind Rule 30e-3 under the Investment Company Act of 1940, the notice and access rule on which registered closed-end funds currently rely to satisfy shareholder report transmission requirements, and amend certain proxy and tender offer rules under the Securities Exchange Act of 1934 to align with the new approach.

Covered Entities. The Proposed Rule would be available to any person that is required to deliver “covered information” to a “covered recipient” under federal securities laws, defined collectively as “covered entities.” “Covered recipients” would encompass any current or prospective customer, client investor, security holder, counterparty or similar recipient of information.

Default E-Delivery Without Prior Affirmative Consent. If adopted, the rule would provide assurance that “covered entities” satisfying the rule’s conditions have met applicable federal securities law delivery requirements through electronic delivery, without requiring affirmative consent from the recipient.

Conditions for Relying on the Safe Harbor. To rely on Regulation E-Delivery, covered entities must have an electronic address for the covered recipient, the covered recipient must not have opted out of e-delivery and the entity must have given a prominent disclosure that it will send covered information to that electronic address.

Rescission of Rule 30e-3: Key Impact for Closed-End Funds and Business Development Companies (“BDCs”). Under the Proposed Rule, Rule 30e-3 would be rescinded in its entirety and, importantly, the paper postcard with a URL or QR code would not be a permitted delivery method under the new framework. Funds and BDCs relying on Rule 30e-3 therefore face a binary path: build to Reg E-Delivery’s conditions or revert to full paper transmission for recipients without electronic addresses.

Compliance Timeline and Implementation. The SEC proposes a two-year interim period from the Proposed Rule’s effective date (which is proposed to be 60 days after publication of a final rule in the Federal Register) before rescinding the 1995 and 1996 e-delivery interpretive guidance.

For more information, see Debevoise In Depth.

 

SEC Commissioner Warns Crypto Industry That Yield-Generating Activities May Trigger Securities Laws

On July 22, 2026, SEC Commissioner Hester M. Peirce issued a statement warning that crypto vaults and onchain lending products may trigger obligations under the federal securities laws. The statement comes against the backdrop of the SEC indicating, over the past year, that much digital asset activity does not implicate those laws, and thus serves as an important reminder that crypto projects remain subject to investigation and enforcement under the federal securities laws, depending on the particular facts and circumstances. Commissioner Peirce’s statement does not specify that any particular type of vault, token or lending product is necessarily a security but nonetheless delivers a broad warning to the digital asset industry and its legal advisors: the fact that a yield strategy is onchain, or uses crypto assets that are not themselves securities, does not, by itself, insulate a product or its managers from the federal securities laws.

For more information, see Debevoise Update.

 

Fourth Circuit Decision in Boeing Requires Securities Plaintiffs to Satisfy the Strict Requirements of Comcast

On July 20, 2026, the Fourth Circuit reversed the district court’s class certification order in State of Rhode Island Office of the General Treasurer v. The Boeing Co. (“Boeing”), holding that plaintiffs failed to meet the rigorous standard articulated in Comcast Corp. v. Behrend. The Boeing decision clearly and forcefully articulates that a class action plaintiff must, at the class certification stage, commit to a specific theory of liability and present a damages model that is consistent with the plaintiff’s liability theory, and it signals that class action defendants may now have stronger pathways to defeating class certification.

The Comcast Requirement. As background, Comcast held that district courts have a “duty to take a close look” at class certification questions, particularly with regard to damages models. The critical issue in Comcast was whether the plaintiffs could prove damages on a class-wide basis—as opposed to an individual plaintiff-by-plaintiff assessment—consistent with their theory of liability. Absent such a showing, a plaintiff cannot demonstrate that issues common to the class predominate over individual issues, as required for class certification under FRCP 23(b)(3). The Supreme Court in Comcast emphasized that district courts must undertake “a rigorous analysis” of a proposed damages model and ensure that it is capable of establishing damages on a classwide basis and measures only those damages attributable to the plaintiff’s theory of liability.

The Boeing Decision. The Fourth Circuit’s decision in Boeing is a departure from this trend and may signal a substantial shift in the dynamics of class certification. On Boeing’s appeal from the district court’s class certification order pursuant to Rule 23(f), the Fourth Circuit held, in a strongly worded decision, that the district court failed to conduct the rigorous analysis required by Comcast.

As articulated by the Fourth Circuit in Boeing, to comply with Comcast, a securities plaintiff must: (1) put forth a specific damages methodology, including a methodology for disaggregating confounding information; (2) demonstrate that the methodology can measure damages on a class-wide basis; (3) commit to a specific theory of liability and demonstrate that the proposed damages methodology is consistent with that theory of liability; (4) show that the damages methodology allows a reasonable and non-speculative measure of damages; and (5) put forth evidentiary proof that their damages model satisfies all of these requirements. Each of those steps presents potential challenges for plaintiffs and opportunities for defendants. Plaintiffs can no longer keep their options open and avoid scrutiny at the class certification stage: “A menu of options that the party will decide on later is not a damages methodology.”

Impact and Takeaways. The Fourth Circuit’s decision in Boeing has significant implications for class certification in securities litigation and beyond. Historically, district courts evaluating certification motions in securities litigation have not seen Comcast as a meaningful hurdle. In the aftermath of the Supreme Court’s 2021 decision in Goldman Sachs v. Arkansas Teacher Retirement System, however, which reinforced the analytical rigor required of district courts at the class certification stage, Comcast arguments have started to gain traction. The Fourth Circuit’s decision provides a powerful set of arguments for defendants at the class certification stage. Practitioners should keep a close eye on the evolving landscape as Comcast arguments are addressed in district and circuit courts across the country.

For more information, see Debevoise Update.

 

SEC Chair Defends Optional Semiannual Reporting Amid Investor Backlash

SEC Chair Paul Atkins defended the SEC’s proposal to make quarterly reporting optional, arguing that critics have misunderstood the proposal as eliminating quarterly disclosures. Atkins emphasized that companies would instead have the option to elect semiannual reporting in lieu of quarterly reporting, while retaining the ability to provide quarterly earnings releases, calls and guidance. Atkins cited pre-revenue biotech companies awaiting regulatory approval as an example of a company for which mandatory quarterly filings may provide limited value.

The proposal has nevertheless drawn significant opposition. The SEC has received more than 200,000 comment letters to date, with over 99% of submissions opposing the proposal. Critics argue that less frequent mandatory reporting could weaken transparency and accountability and make it more difficult to identify deteriorating corporate performance. Despite the opposition, the SEC is expected to continue advancing the proposal, although changes could be made following the consultation process.

For more information, see Debevoise In Depth and here.

 

DOJ Withdraws ISS Letter, Signals Possible Antitrust Enforcement

The DOJ’s Antitrust Division withdrew a 1987 business review letter issued to ISS stating that it did not intend to bring action under the antitrust laws to enjoin the establishment and operation of ISS, concluding that the letter no longer reflects ISS’s current business practices or the Division’s views of those practices. The DOJ specifically pointed to ISS’s expansion into corporate consulting services, which were not part of the business model considered in 1987, and raised “significant competition concerns” regarding concentration in the proxy advisory market noting that ISS and Glass, Lewis & Co. LLC together control more than 90% of the market. The action follows increased federal scrutiny of proxy advisers, including a December 2025 executive order directing agencies to review relevant rules and regulations governing the industry and an April Department of Labor warning regarding the potential fiduciary status of proxy advisory firms. ISS maintains that its proxy advisory business and corporate services businesses are physically separated and independently managed.

For more information, see the DOJ’s press release here.

 

CARB Previews Proposed SB 253 Reporting Requirements for 2027 and Beyond

On July 21, 2026, CARB hosted a virtual public workshop to discuss the implementation of the Reporting Program under SB 253, as amended by SB 219 and codified in Health and Safety Code § 38532. The workshop focused primarily on proposed regulatory concepts for GHG reporting in 2027 and beyond, including CARB staff’s proposed approach to Scope 3 reporting beginning in 2027. CARB also provided an update on its initial regulation package relating to reporting in 2026, which CARB withdrew after submitting it to the Office of Administrative Law.

SB 253 Reporting in 2026. As previously discussed, CARB withdrew the initial regulation to make limited clarifying changes and proposed moving the first Scope 1 and Scope 2 reporting deadline from August 10 to November 10, 2026. CARB has posted a Notice of Public Availability of Modified Text and the 15-day public comment period ends on August 11, 2026. In addition to updating the initial regulation, CARB announced plans to share additional guidance materials to support reporting in 2026, expected to include a voluntary online intake platform for submitting GHG emissions and fee contact information and an accompanying guidance document and instructional video.

SB 253 Reporting in 2027. CARB devoted much of the workshop to describing proposed regulatory concepts expected to appear in its forthcoming rulemaking for reporting in 2027 and beyond, including, among other concepts, the reporting deadline, methodology disclosures and measurement uncertainty.

CARB’s release of proposed regulations for GHG emissions reporting in 2027 and beyond will initiate a formal rulemaking process, including a 45-day public comment period before the proposed regulation is submitted to the CARB board for approval. CARB also announced a series of six “listening sessions” between August 5, 2026 and September 9, 2026 to gather feedback from different industries.

For more information, see Debevoise Update.

 

CARB Clarifies Initial SB 253 Regulations

On July 27, 2026, CARB issued a Notice of Public Availability of Modified Text (the “Notice”), proposing limited revisions to the initial regulations implementing the Reporting Program under SB 253. The initial regulations, and proposed revisions, focus principally on the first Scope 1 and Scope 2 greenhouse gas emissions reports due in 2026. CARB withdrew the initial regulations from review by the California Office of Administrative Law (“OAL”) to make limited clarifications before resubmission.

• First Reporting Deadline. Consistent with CARB’s June announcement, the Notice would move the deadline for first Scope 1 and Scope 2 emissions reports from August 10 to November 10, 2026. The Notice also confirms that Scope 3 emissions reporting will not be required in 2026 and is expected to begin in 2027 on a schedule to be established by CARB.

• First-Year Reporting Flexibility and Enforcement. For the report due November 10, 2026, the Notice would permit an entity either to submit Scope 1 and Scope 2 information that it possessed or was collecting as of December 5, 2024, or, if it had no such information and was not collecting it at that time, to submit a statement to that effect on company letterhead. These alternatives implement CARB’s previously announced first-year enforcement approach, confirming that it will exercise enforcement discretion where reporting entities demonstrate “good faith efforts” to comply with the law.

The 15-day comment period ends August 11, 2026. After considering comments, CARB is expected to finalize the revisions and resubmit the rulemaking package to OAL. Because the changes remain proposed, companies should monitor the final text while continuing preparations for the November 10 reporting deadline.

For more information, see The Debrief.

 

SEC Rulemaking Agenda

The SEC’s 2026 Regulatory Agenda was posted in July 2026. A summary of pending rule changes is included below, along with the SEC’s announced release date. For more information, see the full regulatory agenda here.

Title	Stage of Rulemaking	Latest Action
Asset-Backed Securities Registration and Disclosure Enhancements	Prerule Stage	Rule Proposal Expected October 2026
Evaluating the Consolidated Audit Trail	Prerule Stage	Proposed April 2026
Rule 144 Safe Harbor	Proposed Rule Stage	Rule Proposal Expected October 2026
Foreign Private Issuer Eligibility Enhancements	Proposed Rule Stage
Crypto Assets[1]	Proposed Rule Stage	Rule Proposal Expected July 2026
Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies	Proposed Rule Stage	Proposed May 2026
Registered Offerings Reform	Proposed Rule Stage
Updating the Exempt Offering Pathways	Proposed Rule Stage	Rule Proposal Expected October 2026
Rationalization of Disclosure Practices	Proposed Rule Stage
Shareholder Proposal Modernization	Proposed Rule Stage
Semiannual Reporting	Proposed Rule Stage	Proposed May 2026
Executive Compensation Disclosure Reform	Proposed Rule Stage	Rule Proposal Expected October 2026
Financial Institution Resolution Transactions	Proposed Rule Stage
Amendments to Certain Proxy Rules	Proposed Rule Stage
Rescission of Climate-Related Disclosure Rules	Proposed Rule Stage	Proposed June 2026
Updates to “Small Entity” Definitions for Purposes of the Regulatory Flexibility Act	Proposed Rule Stage	Proposed January 2026
Amendments to Form N-PORT	Proposed Rule Stage	Proposed February 2026
Amendments to Rule 17a-7 Under the Investment Company Act	Proposed Rule Stage	Rule Proposal Expected October 2026
Amendments to the Custody Rules	Proposed Rule Stage
Enhancing Retail Exposure to Private Markets	Proposed Rule Stage
Affiliated Securities Lending Agent Arrangements	Proposed Rule Stage
Electronic Delivery of Information Under the Federal Securities Laws	Proposed Rule Stage	Proposed July 2026
Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers	Proposed Rule Stage	Proposed April 2026
Pay-to-Play Reform	Proposed Rule Stage	Rule Proposal Expected October 2026
Amendments to Investment Adviser Recordkeeping Rule	Proposed Rule Stage
Transfer Agents	Proposed Rule Stage
Publication or Submission of Quotations Without Specified Information	Proposed Rule Stage	Proposed March 2026
Amendments to Broker-Dealer Financial Responsibility and Recordkeeping and Reporting Rules Regarding Crypto Assets	Proposed Rule Stage	Rule Proposal Expected July 2026
Crypto Market Structure Amendments	Proposed Rule Stage
Amendments to the Trade-Through Rule	Proposed Rule Stage	Proposed June 2026
Definition of Dealer	Proposed Rule Stage	Rule Proposal Expected October 2026
Enhanced Oversight for U.S. Government Securities Traded on Alternative Trading Systems	Proposed Rule Stage
Amendments to Rule 17Ab2-1 and Form CA-1	Proposed Rule Stage
Amendments to Rule 17Ad-22(e)(18) and 15c3-3	Proposed Rule Stage
Regulatory Status of Finders	Proposed Rule Stage
Rule 17a-4 “Business as Such” Clarification	Proposed Rule Stage
Amendments to Rule 13f-2, Related Form SHO, and Regulation SHO	Proposed Rule Stage
Amendments to Rule 10c-1a	Proposed Rule Stage

Securities Law-Related Legislation

A summary of selected recent securities law-related legislation proposed in August 2026 follows:

Name of Bill	Description of Bill	Latest Action
S.5320	A bill to amend the Securities Exchange Act of 1934 to prohibit certain securities trading and related communications by those who possess material, nonpublic information, and for other purposes.	Senate – 08/06/2026 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
S.5223	A bill to prohibit the purchase or sale of securities while aware of nonpublic information contained in certain social media accounts controlled by Government officials, and for other purposes.	Senate – 08/03/2026 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
S.5140	A bill to ensure the fairness, transparency, and consistency of disqualifying provisions administered by the Commodity Futures Trading Commission and the Securities and Exchange Commission, and for other purposes.	Senate – 07/27/2026 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
S.5358	A bill to amend the Financial Stability Act of 2010 to provide the Financial Stability Oversight Council with duties regarding artificial intelligence in the financial sector, and for other purposes.	Senate – 08/06/2026 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

 

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