PCAOB Proposes to Replace 135-Day Limit on Comfort Letter Negative Assurance

On November 3, 2026, the PCAOB proposed amendments to certain provisions of AS 6101, Letters for Underwriters and Certain Other Requesting Parties, that would replace the current 135-day limit on an auditor’s ability to provide negative assurance on subsequent changes to specified financial statement items with a new cut-off tied to the issuer’s next required financial reporting deadline.

The proposal could extend the availability of customary comfort in securities offerings beyond the current cut-off date of 135 days following the most recent audit or review, which would provide issuers with greater flexibility to access the market. The proposal also would alleviate further potential misalignment as a result of the semiannual reporting framework proposed by the SEC.

For Public Companies and IPO Companies. The proposal would make two targeted changes to the existing framework, while retaining the current limitation for late filers.

• Filing-deadline-based window. An auditor could provide negative assurance up to the date by which financial statements for the next annual or interim period must be filed, instead of being subject to the current 135-day limit. This would remove timing-based gaps that now arise even when an issuer remains current in its SEC reporting.

• Auditor discretion and safeguards. Auditors would be free to decline providing negative assurance based on factors such as the time elapsed since the last audit or review, a company’s financial reporting internal controls and recent restatements.

• Continuing limitation for late filers. If an issuer fails to file its next required financial statements by the applicable deadline, the auditor would be prohibited from providing negative assurance on subsequent changes as of a date on or after that deadline.

Non-Reporting Issuers (e.g., Rule 144A / High Yield Offerings). Auditors of private companies typically follow AICPA auditing standards, including AICPA AU-C Section 920, which contains a separate 135-day limitation that the PCAOB proposal would not itself amend. However, given the historical alignment between the AICPA and PCAOB comfort-letter standards, we expect the AICPA to consider corresponding adjustments if the PCAOB proposal is adopted, potentially extending similar flexibility to private companies in Rule 144A offerings, including high yield bond offerings.

For more information, see Debevoise Update.

 

SEC Report Highlights Beneficial Ownership Reporting Risks for Investor Organizations

On October 7, 2026, the SEC issued a rare report of investigation under Section 21(a) of the Exchange Act, concerning Climate Action 100+ (“CA100”) and the election of dissident directors at ExxonMobil Corporation’s May 2021 annual shareholder meeting (the “Report”). The Report highlights two distinct beneficial ownership reporting risks under the Exchange Act for investors participating in coordinated engagement through membership in an investor organization: (i) coordinated engagement may result in the formation of a “group” whose holdings must be aggregated for beneficial ownership reporting purposes, and (ii) the investors’ conduct in support of an organization’s efforts to change or influence control of a specific issuer may cause them to lose eligibility to report on short-form Schedule 13G.

Group Formation. The Report emphasizes that group formation under Sections 13(d)(3) and 13(g)(3) of the Exchange Act depends on the totality of the facts and circumstances (including circumstantial evidence) and does not require a written agreement or an intention to obtain corporate control. The Report highlights CA100’s efforts to coordinate engagement by its members through intermediaries, flag votes and pressure members to align their voting decisions as practices that raised concerns about potential group formation.

At the same time, the Report distinguishes investor coordination from independent decisions by investors that reach similar conclusions. Joining an organization ordinarily does not, by itself, establish a group. The relevant question is not simply whether investors share a policy preference, but whether their conduct demonstrates that they are acting together with respect to the issuer’s securities.

Schedule 13G Eligibility. The second topic addressed by the Report is that an investor’s conduct may cause it to lose its eligibility to report beneficial ownership on Schedule 13G. In particular, to file on Schedule 13G, qualified institutional investors (“QIIs”) relying on Rule 13d-1(b), and passive investors relying on Rule 13d-1(c), must satisfy conditions concerning the absence of a purpose or effect of changing or influencing control of the issuer.

The Report explains that commitments and coordinated actions supporting an investor organization’s board-refresh campaign may indicate a control-related purpose. While ordinary-course dialogue with management, an exchange of views or a vote for dissident directors does not automatically disqualify a shareholder from filing on Schedule 13G, an investor should consider whether its engagement has moved beyond expressing views to conduct undertaken with the purpose of changing or influencing control.

Under Rule 13d-1(b), QIIs must also acquire and continue to hold securities in the “ordinary course of business.” The Report specifically cautions index fund managers to consider whether participation in a coordinated initiative unrelated to a fund’s benchmark performance is consistent with that requirement.

Section 16 Implications. Where a group’s combined beneficial ownership exceeds 10% of a covered class, its members may be treated as greater-than-10% beneficial owners for purposes of Section 16 even if their individual holdings are below that threshold. Group formation may therefore result in Section 16(a) reporting obligations and potential short-swing profit disgorgement liability under Section 16(b).

Practical Takeaways. When considering joining an organization or engaging in coordinated activities, investors should consider the specific commitments being made. The Report does not prohibit collective engagement but underscores that the relevant analysis around reporting of beneficial ownership follows an investor’s actual conduct and objectives.

For more information, see Debevoise Debrief.

 

SEC Enforcement Director Signals Continued Scrutiny of Corporate AI Disclosures

On October 30, 2026, David Woodcock, Director of the Division of Enforcement at the SEC, confirmed that the agency is scrutinizing companies’ disclosures about AI, reinforcing the need for companies to assess both what they say about their AI capabilities and what they may be omitting about material AI use and risks.

Scrutiny of Both Overstatements and Omissions. Woodcock said that the SEC’s Division of Enforcement will scrutinize statements by publicly traded companies that may exaggerate their AI capabilities or fail to disclose AI use or risks in a fundamental part of their business. Woodcock also said that the SEC does not want to impede technological innovation but that investors need accurate disclosures about AI use and potential risks. He warned that enforcement risks arise when those disclosures may be insufficient.

Key Takeaways for AI Disclosures.

• Review Public and Investor-Facing Statements. Involve legal, compliance and technical personnel in the review of SEC filings, earnings-call scripts, investor presentations, websites and marketing materials. Private companies should apply similar scrutiny to fundraising communications. Reviews should test for inaccurate claims and material omissions, including statements that conceal or downplay a company’s use of AI or the associated financial and strategic resources, a practice sometimes called “AI hushing.”

• Define AI and Agentic Capabilities Precisely. Use consistent AI terminology internally and externally, reflecting what AI systems actually do. Distinguish conventional automation from agentic functionality and avoid portraying pilots as scaled deployments or human-supervised workflows as fully autonomous. Descriptions of safeguards should match the controls actually in place.

• Substantiate—and Revisit—Claims About Results. Document the basis for claims about AI functionality, reliability, revenue, productivity or staffing impacts through testing, deployment records and other reasonable evidence. Distinguish existing capabilities and demonstrated benefits from future plans, and reassess claims as systems, adoption and performance change.

• Use Risk Assessments to Inform Disclosures. For higher-risk AI uses, consider conducting impact assessments to identify foreseeable risks and mitigation measures. Use those findings to evaluate whether disclosures adequately address material AI uses and risks, including hallucinations, confidentiality, cybersecurity and reliance on human review.

For more information, see Debevoise Debrief.

 

Cybersecurity Incident Disclosure Obligations: New FCA Guidance

On September 30, 2026, the FCA published PMB 66, providing its first detailed guidance specifically addressing how issuers should assess and comply with their disclosure obligations under the UK Market Abuse Regulation (“UK MAR”) following cybersecurity incidents. Cybersecurity incidents can constitute “inside information” under UK MAR, requiring issuers to promptly disclose information regarding the incident to the public.

Assessing the Cybersecurity Incident. The FCA clarified that not every cybersecurity incident will constitute “inside information” for purposes of UK MAR. However, issuers should initially assume that information concerning an incident could qualify as “inside information,” taking into account the scale and nature of the incident, including whether sensitive customer or commercial data has been compromised; the potential reputational impact; and any immediate or anticipated disruption to the issuer’s operations or financial condition. If the nature of the incident is considered to meet the definition of inside information, the issuer must disclose the information to the public as soon as possible, unless it is permissible to delay disclosure of that information.

Delaying Disclosure. Delaying disclosure under UK MAR may be appropriate where immediate disclosure would adversely impact an issuer’s ability to address the current or future incidents. For example, delaying disclosure may be possible where public disclosure would jeopardize negotiations with threat actors or alert them to vulnerabilities in its internal systems. However, issuers must also be mindful of the need to satisfy the applicable conditions for delayed disclosure, including maintaining confidentiality. Where confidentiality can no longer be ensured, the issuer must disclose the information publicly as soon as possible.

Making Subsequent Disclosures. Issuers should continually assess disclosure obligations in the wake of an attack, as disclosure obligations could arise even after a cybersecurity incident has been resolved (consider remediation costs, increased cybersecurity expenses or other financial consequences if they become material or require the issuer to revise previously announced financial targets).

Sharing Information with Regulators. UK MAR also prohibits the unlawful disclosure of inside information to any other person unless the disclosure is made in the normal exercise of an employment, a profession or duties. In the context of a cybersecurity incident, issuers may need to share information with regulators, law enforcement and other authorities. Such disclosures may be permissible under UK MAR under separate existing legislation and guidance, including disclosures to government departments and other regulatory bodies for the purposes of fulfilling a legal or regulatory obligation or where the recipients are bound by a duty of confidentiality. As such, issuers should inform recipients where information is or may constitute inside information, emphasize its confidential nature and document the justification for sharing it.

Implications for Issuers. Issuers should ensure that cybersecurity incidents are promptly brought to the attention of legal and compliance professionals, disclosure committees and legal advisers, and that the situation is monitored on an ongoing basis to determine if and when inside information arises and whether disclosure is required. For dual-listed issuers, these assessments should also take into account applicable disclosure obligations in other jurisdictions that may involve different materiality assessments and disclosure timelines.

For more information, see Debevoise Data Blog.

 

Delaware Court Enjoins Cloudflare Recapitalization, Emphasizing Section 144 Good-Faith Requirement

On October 16, 2026, in In re Cloudflare, Inc. Stockholder Litigation, the Delaware Court of Chancery preliminarily enjoined a recapitalization that would have allowed Cloudflare’s founders to retain voting control while substantially reducing their economic ownership, concluding that the plaintiffs had shown a reasonable probability that Cloudflare’s special committee had not approved the transaction in good faith, as required for safe harbor protection under amended Section 144 of the DGCL.

The Court’s Decision. The court found a reasonable probability that the three-member special governance committee, which Cloudflare’s board formed to consider changes to the company’s capital structure, had not approved the recapitalization in good faith. It questioned whether the committee had used its process to evaluate the transaction for the benefit of the company and its stockholders or instead sought to accommodate the founders’ desire to retain control. The court focused on how early adviser notes referred to developing a narrative and identifying benefits for the founders. After the financial adviser found no clear consensus that controlled companies perform better, the committee sought an outside expert to create “a good fact pattern,” whose consulting partner expressed sympathy with the proposal before learning the company’s identity. The court viewed this sequence as supporting an inference that the committee sought to justify a preferred outcome.

The court also focused on the negotiations over the founders’ minimum retained investment. A committee member privately indicated to one of the founders that he expected the committee to accept the founders’ position. After the founder objected to the committee’s next proposal and threatened to resign, two directors who were not committee members joined a committee meeting, and the final terms reflected the economic ownership floor close to the one the founder had previously anticipated. The court’s credibility concerns were exacerbated by the defendants’ use of auto-deleting Signal messages.

Practical Implications. Cloudflare illustrates how the good-faith inquiry can turn on the reasons for a committee’s decisions and the credibility of its account, even where its members qualify as disinterested, and its process is unlikely to be found grossly negligent. Several aspects of the decision offer useful guidance for committees considering transactions with controlling stockholders:

• Status quo as a reference point. The court’s analysis reinforces the relevance of available alternatives when assessing a transaction’s benefits.

• Committee’s negotiating role. The decision illustrates how threats by a controller, intervention by other directors and back-channel communications can affect the court’s assessment of a committee’s independent judgment.

• Treatment of outside advice. Although a second opinion can help a committee test a proposal’s merits, the decision illustrates the risk that seeking additional advice can be viewed as justifying a preferred outcome.

• Contemporaneous record. The court’s discussion of auto-deleting encrypted messages shows how contemporaneous notes and messages can inform the court’s assessment of a committee’s good faith.

The Cloudflare decision underscores the value of a contemporaneous record explaining the committee’s assessment and the reasons for its decisions, together with the committee members’ ability to give a credible account of their work if the process is challenged.

For more information, see Debevoise in Depth.

 

Delaware Court Addresses Contractual Control Under Section 144

On October 28, 2026, the Delaware Court of Chancery held in In re R1 RCM Inc. Merger Litigation that a stockholder with 29.4% of R1’s voting power had been adequately alleged to be a controlling stockholder under amended Section 144 of the DGCL. The stockholder’s right to nominate a board majority, together with R1’s obligation to use commercially reasonable efforts to elect those nominees, satisfied the statute’s separate test for contractual control. The decision connects the 2025 amendments to Section 144 with the 2024 legislative response to the Moelis decision, which authorized stockholder governance agreements while preserving fiduciary duties.

Voting Power and Contractual Rights Are Separate Tests. Section 144 provides three alternative routes to controller status: majority voting power; a right to cause the election of a board majority, or directors holding a majority of board voting power, selected at the holder’s discretion; or at least one-third of the relevant voting power together with functionally equivalent majority control and managerial authority. The one-third minimum applies only to the third route. The court agreed with the defendants that the 29.4% stockholder’s unexercised warrants did not count toward that minimum. The agreement’s ownership calculation activated contractual rights but did not confer additional votes.

Nomination Rights and the Efforts Covenant Established Contractual Control. The central interpretive question was whether the stockholder’s nomination right and R1’s efforts covenant amounted to a right to cause election. The court concluded that a package resembling the majority-nomination and corporate-support provisions considered in Moelis fell within the new controller definition. The reasonable-acceptability and independence requirements did not deprive the stockholder of discretion to select its nominees. Once the statutory board-election test was satisfied, no additional showing of common-law domination or transaction-specific control was required.

Practical Implications. R1 underscores the need to review governance agreements alongside the capitalization table. Ownership below one-third of voting power does not resolve the controller question if the holder has a separate right to cause the election of a board majority. Nomination rights, election-support covenants and the contractual thresholds that activate them should be considered together.

For more information, see Debevoise Debrief.

 

Beyond the Bermuda Triangle: Charting a Course to U.S. Redomestication

For decades, Bermuda’s zero corporate income tax policy made the island an attractive domicile for insurance and reinsurance companies. In 2023, Bermuda enacted the Corporate Income Tax Act 2023, which imposes a 15% corporate income tax on Bermuda entities that are members of multinational enterprise groups with annual revenue of EUR 750 million or more. Insurers must now compare the cost of the new Bermuda corporate tax in addition to other considerations, including: (1) Bermuda’s regulatory framework; (2) the Bermuda Monetary Authority’s (“BMA”) reputation; (3) proximity and connectivity to the London market; and (4) the potential benefits and costs associated with alternate domiciliary jurisdictions.

Redomestication via Discontinuance. For companies that conclude that a departure from Bermuda would be beneficial, two principal legal pathways exist: (1) discontinuance from Bermuda followed by domestication into Delaware or (2) redomestication via a holding company merger structure.

• Bermuda Requirements. To effectuate a discontinuance, a Bermuda insurance company must satisfy several requirements, including shareholder approval of the discontinuance (typically by a 75% supermajority vote) and a statutory declaration filed with the Registrar of Companies.

• Delaware Domestication. Once a company’s discontinuance from Bermuda is effective, it may domesticate into Delaware under Section 388 of the DGCL. To effectuate domestication in Delaware, a company files a certificate of corporate domestication and a certificate of incorporation with the Delaware Secretary of State.

• SEC Requirements. For Bermuda companies that are publicly traded, the discontinuance must be effectuated through the filing of a Form S-4 registration statement. To the extent a vote of shareholders is required, the Form S-4 must also contain a proxy statement soliciting votes in favor of the discontinuance. The new constituent documents for the Delaware entity would need to be filed on Form 8-K.

Redomestication via Holding Company Merger. An alternative approach involves a merger structure effectuated under DGCL Section 252, which permits mergers between a Delaware corporation and a corporation organized under the laws of any other jurisdiction, including Bermuda.

• Typical Structure. A reverse triangular merger where a new Delaware holding company (“NewCo”) is formed, which then forms a wholly owned Delaware merger subsidiary (“MergerSub”). MergerSub then merges with the Bermuda company pursuant to Section 252 of the DGCL. The Bermuda company survives the merger as a wholly owned subsidiary of NewCo.

• Key Procedural Requirements. A merger requires the approval by the board of directors and shareholders of each constituent corporation.

• Appraisal Rights. Appraisal rights for dissenting shareholders of the Bermuda company are typically available in a long-form merger.

• Regulatory Approvals. The merger transaction requires BMA approval for the Bermuda insurer.

• SEC Requirements. The redomestication must be effectuated through the filing of a Form S-4 registration statement, which must also contain a proxy statement soliciting votes from shareholders in favor of the merger. Form 8-K disclosure will be required for the merger agreement and the new constituent documents, and new registration statements on Form S-3 and Form S-8 will need to be filed for the new Delaware holding company.

For more information, see Debevoise in Depth.

 

SEC Division of Corporation Finance Posts New, Revised and Withdrawn CFIs

On October 21, 2026, the Corp Fin Staff published several new, revised and withdrawn CFIs addressing reporting and disclosure requirements under the Securities Act and the Exchange Act, clarifying the application of existing reporting requirements, particularly regarding acquisitions or dispositions of assets.

Securities Act Forms.

• Revised Question 115.02 (Form S-3 and Form S-8). Clarifies the consequences of failing to include management’s report required by Item 308(a) of Regulation S-K in Form 10-K, outlining the implications for eligibility to use Forms S-3 and S-8, incorporation by reference into Forms S-1 and S-11 and reliance on Rule 144. Also addresses the impact of subsequently amending Form 10-K to include the omitted report.

• Withdrawn Question 126.13 (Form S-8). Withdrawn because of duplicate existing guidance in revised Question 115.02 (see prior bullet).

Exchange Act Forms.

• Withdrawn Question 105.09 (Form 10-Q) and Question 110.01 (Form 20-F). Withdrawn as the interpretations relate to disclosure transitions from 2018 and a rescinded requirement of Form 20-F related to financial data disclosure requirements.

• Revised Question 110.06 (Form 20-F). Revised to remove an outdated reference to selected financial data disclosure requirements in Form 20-F that are no longer required.

Exchange Act Forms 8-K.

• New Question 105.01 (Item 2.01). Clarifies that registrants need only apply the applicable paragraph of Instruction 4 to Item 2.01 of Form 8-K when determining whether an acquisition or disposition involves a significant amount of assets. Specifically, if the registrant is a business development company and did not acquire or dispose of a business as determined under Rule 11-01(d) of Regulation S-X, it would only apply paragraph (iii); if the registrant acquired or disposed of a business as determined under Rule 11-01(d) of Regulation S-X, it would only apply paragraph (ii); and if the registrant is not a business development company and it did not acquire or dispose of a business as determined under Rule 11-01(d) of Regulation S-X, it would only apply paragraph (i).

• New Question 105.02 (Item 2.01). Clarifies that registrants are not required to include probable acquisitions of related businesses, real estate operations or funds when determining the aggregate significance of completed acquisitions for purposes of Item 2.01 of Form 8-K. Although Instruction 4 cross-references certain rules of Regulation S-X that address the aggregation of related acquisitions, those cross-references are only intended to be used to determine whether acquired businesses, real estate operations or funds are deemed to be related.

• New Question 105.03 (Item 2.01). Clarifies that when applying the significance test under paragraph (i) of Instruction 4 to Item 2.01 of Form 8-K, registrants should use their most recent balance sheet required to be filed at or before the date of the acquisition or disposition to determine the total assets of the registrant and its consolidated subsidiaries, which may be an interim balance sheet. This guidance applies to acquisitions or dispositions of assets that do not constitute businesses under Rule 11-01(d) of Regulation S-X.

• Withdrawn Question 110.02 (Item 2.06). Withdrawn as no longer relevant given change in tax law.

Regulation S-K.

• Withdrawn Question 108.01 (Item 301). Withdrawn, following removal of financial data disclosure requirements that are no longer required.

• Revised Question 115.02 (Items 308 and 308T). Clarifies the consequences of omitting management’s report from Form 10-K and the effect of subsequently amending the filing to include the required report.

For more information, see the Update here.

 

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 (not yet proposed)
Evaluating the Consolidated Audit Trail	Prerule Stage	ANPRM April 2026; ANPRM Comment period ended June 2026
Rule 144 Safe Harbor	Proposed Rule Stage	Rule Proposal Expected October 2026 (not yet proposed)
Foreign Private Issuer Eligibility Enhancements	Proposed Rule Stage
Crypto Assets	Proposed Rule Stage	Proposed August 2026; Comment period closedOctober 20, 2026
Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies	Proposed Rule Stage	Proposed May 2026; Comment periods closed July 20, 2026, and July 27, 2026, respectively
Registered Offerings Reform	Proposed Rule Stage
Updating the Exempt Offering Pathways	Proposed Rule Stage	Rule Proposal Expected October 2026 (not yet proposed)
Rationalization of Disclosure Practices	Proposed Rule Stage
Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4	Proposed Rule Stage	Received by OIRA for review August 28, 2026; Proposed September 16, 2026; Comment period closes November 20, 2026
Semiannual Reporting	Proposed Rule Stage	Proposed May 2026; Comment period closed July 6, 2026
Executive Compensation Disclosure Reform	Proposed Rule Stage	Received by OIRA for review August 26, 2026; Rule Proposal Expected October 2026 (not yet proposed)
Financial Institution Resolution Transactions	Proposed Rule Stage	Rule Proposal Expected October 2026 (not yet proposed)
Proxy Solicitation Modernization	Proposed Rule Stage	Received by OIRA for review August 28, 2026; Proposed September 16, 2026; Comment period closes November 20, 2026
Rescission of Climate-Related Disclosure Rules	Proposed Rule Stage	Proposed June 2026; Comment period closed August 3, 2026
Amendments to Form N-PORT	Proposed Rule Stage	Proposed February 2026; Comment period closedApril 24, 2026
Amendments to Rule 17a-7 Under the Investment Company Act	Proposed Rule Stage	Received by OIRA for review September 18, 2026; Proposed October 9, 2026; Comment period closes December 14, 2026
Amendments to the Custody Rules	Proposed Rule Stage	Received by OIRA for review August 25, 2026; Proposed October 1, 2026; Comment period closes December 7, 2026
Investment Adviser Performance-Based Compensation Modernization	Proposed Rule Stage	Proposed September 30, 2026; Comment period closes December 7, 2026
Affiliated Securities Lending Agent Arrangements	Proposed Rule Stage	Rule Proposal Expected October 2026 (not yet proposed)
Electronic Delivery of Information Under the Federal Securities Laws	Proposed Rule Stage	Proposed July 2026; Comment period closed September 21, 2026
Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers	Proposed Rule Stage	Proposed April 2026; Comment period closed June 23, 2026
Pay-to-Play Reform	Proposed Rule Stage	Proposed September 2026; Comment period closed November 9, 2026
Amendments to Investment Adviser Recordkeeping Rule	Proposed Rule Stage	Rule Proposal Expected October 2026 (not yet proposed)
Transfer Agents	Proposed Rule Stage	Proposed September 2026; Comment period closed November 3, 2026
Publication or Submission of Quotations Without Specified Information	Proposed Rule Stage	Proposed March 2026; Comment period closed May 18, 2026
Amendments to Broker-Dealer Financial Responsibility and Recordkeeping and Reporting Rules Regarding Crypto Assets	Proposed Rule Stage	Rule Proposal Expected July 2026 (not yet proposed)
Crypto Market Structure Amendments	Proposed Rule Stage
Amendments to the Trade-Through Rule	Proposed Rule Stage	Proposed June 2026; Comment period closed August 17, 2026
Definition of Dealer	Proposed Rule Stage	Rule Proposal Expected October 2026 (not yet proposed)
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
Updates to “Small Entity” Definitions for Purposes of the Regulatory Flexibility Act	Final Rule Adopted	Proposed January 2026; Comment period closedMarch 13, 2026; Final rule adopted November 4, 2026

 

 

Securities Law-Related Legislation

A summary of selected recent securities law-related legislation developments follows:

 

Name of Bill	Description of Bill	Latest Action
H.R.10746 — Fossil Free Finance Act of 2026	A bill to amend the Bank Holding Company Act of 1956 and the Financial Stability Act of 2010 to require a reduction of financial sector emissions to protect financial stability, and for other purposes.	House – 10/05/2026: Referred to the House Committee on Financial Services.
H.Res.1642	A resolution expressing the sense of the House of Representatives that Congress must refuse to provide any additional funds or exceptional regulatory support to companies or financial institutions facing insolvency or financial collapse due to exposures to acute stress within the artificial intelligence market and must provide support to all harmed Americans instead.	House – 10/29/2026: Referred to the Committee on Financial Services, and, in addition to the Committees on the Judiciary, and Education and Workforce, for a period to be subsequently determined by the Speaker, in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned.

 

This publication is for general information purposes only. It is not intended to provide, nor is it to be used as, a substitute for legal advice. In some jurisdictions it may be considered attorney advertising.