On May 5, 2026, the U.S Securities and Exchange Commission (the “SEC”) published a long-awaited release (the “Proposing Release”) proposing changes to certain rules which, if adopted, will allow (but not require) registrants to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Proposing Release also includes proposed amendments to the Regulation S-X financial statement requirements to simplify and synchronize the age of financial statement requirements.  In the Proposing Release, which contains almost sixty comment requests, the SEC stressed the importance of regulatory flexibility, and of allowing registrants to determine the Exchange Act reporting frequency that works best for their own circumstances, taking into account the costs of quarterly reporting, stage of business development, industry practice, and investor expectations, among other factors.  It seems clear that the SEC hopes this approach will balance its investor protection responsibilities with its goal of encouraging more registrants to become, and remain, public companies.

Continue reading our Legal Update.

In April 2026, FINRA published its report titled “FINRA Forward: A Year of Progress,” which provides a recap of the regulatory changes implemented by FINRA as part of its rule modernization initiative.  The report also provides insight into pending rule proposals and other policy initiatives.

Rule Changes and Guidance

FINRA highlights significant rule changes, including, among other things:

  • new intraday margin standards replacing existing day trading margin requirements;
  • amendments to rules relating to capital acquisition brokers;
  • amendments to the equity trade reporting rules to facilitate extended hours trading;
  • streamlined Trade Reporting and Compliance Engine (“TRACE”) reporting for firms that operate as both broker-dealers and investment advisers;
  • modified operation of the alternative display facility to align with Regulation NMS’s new odd-lot quotation requirements;
  • raised the gift limit to $300 (see our alert);
  • published guidance regarding the use of negative consent for bulk transfer or assignment of accounts (see our alert);
  • modernized the delivery method for requests for information and testimony to firms, shifting from mail to electronic delivery;
  • published frequently asked questions (“FAQs”) on Direct Participation Program offerings concerning discretionary transactions and limited liability companies;
  • published new and updated FAQs on distribution of institutional communications; and
  • published a FAQ regarding exemptions to fidelity bond requirements.

Pending Proposals

FINRA filed several significant rule proposals with the Securities and Exchange Commission (“SEC”) that are awaiting action.  FINRA has proposed focusing outside activities requirements on areas that present heightened risk.  Also pending before the SEC are proposals to permit performance projections to better align with standards for investment advisers under the SEC’s Marketing Rule; update corporate financing and private placement rules to facilitate capital formation; expand access to initial public offerings for collective trust funds; and expand the availability of the TRACE principal transaction indicator.

FINRA’s Board has also approved several additional rule proposals that have not yet been filed with the SEC, including proposals that would:

  • help member firms protect investors from fraud and financial exploitation;
  • make electronic delivery of customer communications the default under FINRA rules (while preserving the ability of customers to request paper deliveries);
  • shorten waiting periods before retaking qualification exams;
  • provide parties with greater input into selecting replacement arbitrators;
  • ease operational challenges relating to order allocation made by investment advisers for multiple customers; and
  • adjust reconciliation requirements for alternative investments.

Beyond formal rulemaking, FINRA identified a slate of policy initiatives in various stages of development.  FINRA is working on modernizing its rules relating to communications with the public; addressing the Remote Inspections Pilot Program; modifying branch office and residential supervisory locations requirements; further amending the equity trade reporting rules to facilitate overnight trading; and further updating corporate financing rules to promote capital formation. FINRA also plans to streamline research rules consistent with applicable statutes; issue guidance to reduce FINRA members’ customer complaint reporting burdens; and increase arbitrator compensation.  Additional items on the agenda include modifying continuing education requirements; clarifying application of the carrying agreements rule; publishing guidance regarding the payment of transaction-based compensation to personal services entities under the November 17, 2025 SEC staff no-action letter; and enhancing the equity short interest position data published on FINRA.org.

Book Talk | Register here.
May 13, 2026 | 5:30 p.m. – 7:30 p.m. ET
The EDITION Times Square, The Terrace Restaurant (Garden West), 701 7th Ave, New York

Join us for Fine Print—Mayer Brown, together with Puck, will host periodic conversations with finance and technology leaders. Big ideas deserve a bigger audience. 

We start with Artificial Intelligence on May 13th, with a conversation between Joanna Stern, author of I Am Not a Robot: My Year Using AI to Do (Almost) Everything, and Puck A.I. correspondent Ian Krietzberg on the promise and reality of AI adoption. 

Panelists

Joanna Stern is an Emmy Award-winning technology journalist. She spent twelve years at The Wall Street Journal, where her personal technology columns and video series made her one of the most-watched voices in consumer tech. She now runs her own media company, producing videos and newsletters that help people navigate the tech reshaping daily life, and serves as NBC News chief technology analyst. Her 2021 documentary E-Ternal won an Emmy for Outstanding Science, Technology or Environmental Coverage.

A visionary reporter at the forefront of his field, Ian Krietzberg covers the business of A.I. with the expert sourcing and candid insights of a practitioner—exploring the industries that large language models are transforming, the arms race to unleash superintelligence, the battle to separate fact from science fiction, and how it’s all playing out on Wall Street and in Washington.

Today, the Securities and Exchange Commission (the “SEC”) proposed a rule and form amendments that would allow public companies to file semiannual reports to meet their interim reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , as well as related amendments to certain financial statement requirements.

Generally, U.S. public companies are required to file quarterly reports on Form 10-Q, with certain exceptions for foreign private issuers and investment companies.  If adopted, the amendments would allow public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q.  Companies that elect semiannual reporting would file one semiannual report and one annual report for each fiscal year in lieu of three quarterly reports and one annual report.  Companies that do not choose to become semiannual filers would continue to file quarterly reports on Form 10-Q.  In his statement, Chair Atkins noted that, “[i]n determining a company’s reporting cadence, a company might consider factors such as the costs and management time of preparing quarterly reports versus semiannual reports, expectations of its investors, potential effects on its cost of capital, the stage of its business development, the nature of its business model, other avenues of disclosure including earnings calls and current reports on Form 8-K, and prospects of increased research coverage, all without undermining fundamental investor protections.”

New Form 10-S, as proposed, would require the same narrative disclosures and financial information as Form 10-Q but would cover a six-month period instead of a fiscal quarter.  The financial statements for a semiannual period would be required to be prepared in accordance with United States generally accepted accounting principles and reviewed by an auditor (but not required to be audited).  For semiannual filers, Form 10-S would be due 40 or 45 days, depending on the company’s filer status, after the end of the first semiannual period of the fiscal year.

Related proposed amendments to Regulation S-X would revise the rules governing financial statement requirements in periodic reports, registration statements, and proxy statements to accommodate the new framework.  Among other things, the amendments would update the requirements governing the age of financial statements so that registration statements filed by semiannual filers would not be deemed to contain “stale” financials.  The amendments would also consolidate and simplify the rules governing the age of financial statements into a single rule.  The proposal would also amend Exchange Act Rules 13a-10 and 15d-10, which govern the requirements for transition reports when a company changes its fiscal year, to account for the optional semiannual reporting framework. In addition, the proposal would make conforming technical amendments to various rules and forms that currently reference quarterly reporting.

The public comment period will remain open for 60 days after the date of publication of the proposing release in the Federal Register.  Read the SEC’s press release, fact sheet and proposing release.

On May 4, 2026, the U.S. Securities and Exchange Commission’s Division of Corporation Finance published two new Corporation Finance Interpretations (“CFIs”), formerly known as Compliance and Disclosure Interpretations.  The new CFIs relate to pooled employer plans (“PEPs”), which are defined contribution retirement plans, such as 401(k)s, that permit employees from multiple unrelated employers to join together in a single plan that is managed by a pooled plan provider (“PPP”).  The PPP handles plan administration and the fiduciary duties associated with plan investments, thereby reducing the costs and administrative burdens to employers of running such a plan, and making PEPs an attractive option for small businesses.

New Securities Act Sections CFI 118.01 clarifies that, if a PEP meets the applicable requirements of (i) ERISA and (ii) the Internal Revenue Code, and otherwise meets the conditions of Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), the Staff will not object if the PEP claims the Section 3(a)(2) exemption for any interest or participation in a “single trust fund” even though multiple, unrelated employers participate in the PEP.  Practically speaking, this means that PEP interests will be exempt from the registration requirements of the Securities Act, just like interests in single-employer 401(k)s and similar plans meeting these same criteria.

The CFI notes that the anti-fraud provisions of the Securities Act will apply, and that Section 3(a)(2) will not be available for investments by an employee in employer securities, if such securities are offered as an investment option in the PEP (both of these statements are true with regard to more traditional “single trust” defined contribution plans, too).  Lastly, the CDI provides a link to the Division of Investment Management’s guidance on the same issue.

New Securities Act Forms CFI 126.45 provides that an employer participant in a PEP may register offers and sales of its own securities to employees on Form S-8. The PEP must also register the offer and sale of plan interests to the employees of that employer on the same Form S-8.  However, the parties are permitted to file separate Form S-8s, subject to the following:

  • the employer must incorporate both its own and the PEP’s periodic reports by reference into its Form S-8, while the PEP’s Form S-8 need only incorporate limited documents by reference;
  • the PEP should register an indeterminate amount of plan interests(see Rule 416(c));
  • the PEP may rely, by analogy, on Rule 457(h)(2), and need not pay a registration fee in connection with the plan interests if it appropriately references and hyperlinks the employer’s related Form S-8;
  • both parties must comply with prospectus delivery and update requirements; and
  • the PEP can register plan interests offered and sold to employees by multiple employers on a single Form S-8, subject to appropriate references and hyperlinks.

Find the new CFIs here.

The Staff of the SEC’s Division of Investment Management issued a no-action letter on April 27, 2026 to J.P. Morgan Investment Management, Inc. (“JPMIM”) addressing the application of an existing co-investment exemptive order to certain open-end funds and the operation of the “Required Majority” condition.  JPMIM requested assurance that open-end funds advised or sub-advised by it or its affiliates could participate in a co-investment program on the same basis as “Regulated Funds” under a prior order permitting affiliated entities to co-invest in negotiated transactions otherwise subject to Sections 17(d) and 57(a)(4) of the 1940 Act.  The SEC Staff stated that it would not recommend enforcement action if such funds relied on the order provided they comply with its terms and the representations in the request.

JPMIM represented that any participating open-end fund would adopt policies and procedures designed to ensure fair and equitable allocation of investment opportunities, participation on terms no less favorable than those of other participating funds and board oversight of co-investment activity.  It further represented that each fund’s independent directors would maintain ongoing oversight of the program, receive information necessary to evaluate transactions and make the findings required by the order.  The request also addressed how the “Required Majority” approval standard would be satisfied.  The order requires approval by a majority of independent directors when making determinations relating to the allocation of investment opportunities and participation in co-investment transactions.  JPMIM proposed these determinations could be made by a committee of the board comprised solely of independent directors instead of the full board so long as the board has delegated authority to the committee and the committee is otherwise positioned to make the required findings.

The SEC Staff agreed that it would not recommend enforcement action if a duly authorized committee of independent directors satisfied the “Required Majority” requirement based on the facts presented.  The letter emphasizes that the committee must be comprised entirely of directors who meet the independence requirements of the 1940 Act and must have sufficient information and authority to perform the functions contemplated by the order.

The letter provides helpful guidance and clarification regarding the application of co-investment frameworks within large fund complexes particularly with respect to board processes and the practical administration of required approvals.  A link to the letter can be found here.

On April 22, 2026, the Securities and Exchange Commission (“SEC”) filed notice soliciting comments in connection with proposed rules filed April 15, 2026 (SR-NASDAQ-2026-033) by The Nasdaq Stock Market LLC (“Nasdaq”) to raise certain initial listing requirements for special acquisition companies (“SPACs”).  The principal change is to raise the size thresholds for initial listing under Nasdaq Listing Rule 5405 (The Nasdaq Global Market Initial Listing Requirements and Standards for Primary Equity Securities)and Listing Rule 5505 (The Nasdaq Capital Market Initial Listing Requirements for Primary Equity Securities).

Background

Nasdaq has three tiers:  the Nasdaq Global Select Market, the Nasdaq Global Market and the Nasdaq Capital Market.  Each tier has its own set of eligibility criteria including quantitative financial and liquidity thresholds.  Most SPACs apply for either the Nasdaq Global Market or the Nasdaq Capital Market as they are unable to meet the thresholds for the Nasdaq Global Select Market.  Historically, SPACs have listed on the Nasdaq Capital Market instead of the Nasdaq Global Market because of its lower fees and lower initial distribution requirements. However, more recently, SPACs have sought listings on the Nasdaq Global Market, in part because of the 2021 SEC Staff statement, which required SPACs to adopt different accounting practices and, as a result, caused many SPACs not to have sufficient equity to qualify for initial listing on the Nasdaq Capital Market.

On the Nasdaq Global Market, SPACs must rely on the Market Value Standard under Listing Rule 5405(b)(3) because a SPAC’s financial structure results in insufficient stockholders’ equity to qualify under the Income Standard under Listing Rule 5405(b)(1) and the Equity Standard under Listing Rule 5405(b)(2).  SPACs do not have meaningful revenues to qualify under the Total Assets/Total Revenue Standard under Listing Rule 5405(b)(4).

On the Nasdaq Capital Market, SPACs must rely on the Market Value Standard under Listing Rule 5505(b)(2), because SPACs, by design, do not have substantive operations to qualify for the Equity Standard under Listing Rule 5505(b)(1) or the Net Income Standard Listing Rule 5505(b)(3).

Continue reading.

Webinar | May 21, 2026
12:00 p.m. – 12:30 p.m. ET
Register here.

Join us for a capital solutions session on the landscape of U.S. government equity and equity-linked investments in the Critical Minerals sector.

We will discuss:

  • The policy shift that has led to a surge in U.S government equity investments in the critical minerals sectors, including key transactions
  • The logic of using equity and equity-linked instruments in lieu of debt
  • The toolkit, including direct equity, warrants, convertible preferred equity and convertible notes
  • Governance rights and economics during the life of the investment
  • Planned exit mechanisms

Given the continued and growing interest in special purpose vehicles (“SPVs”) as a means of accessing private market investments, we are publishing a series of posts that examine different aspects of these structures.  This post is the first in that series and focuses on how a single-investment SPV is structured.

An SPV allows investors to gain economic exposure to private, pre-IPO companies through indirect ownership.  Consider a hypothetical company, TechCo.  Twenty years ago, a company with TechCo’s profile would likely already be public.  It has substantial revenue, millions of daily active users, global brand recognition and a valuation exceeding $1 billion.  Today, companies like TechCo often remain private for longer periods with ownership concentrated among founders, employees, venture capital firms, private equity sponsors and other institutional investors.  Although there is no public market for TechCo’s securities, interests may trade on a limited basis in private secondary transactions.  However, investors without access to those markets still seek investment exposure.  A single-asset vehicle SPV provides such an investment opportunity.

At its most basic, a sponsor forms an entity that acquires shares of TechCo or creates synthetic exposure to its performance and then offers interests in that entity to investors.  The vehicle does not pursue other investments.  Investors do not directly own TechCo stock but they participate in the economic results of an investment.  From a structuring perspective, key considerations include how control, economics and legal risk are allocated.

Continue reading.

On April 16, 2026, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued an exemptive order allowing certain qualifying tender offers for equity securities to remain open for a minimum of 10 business days, instead of the 20 business days required under the Securities Exchange Act of 1934 (the “Exchange Act”). The exemptive order applies to qualifying tender offers for equity securities of public and private companies and describes the following three categories of equity tender offers:

  1. Tender Offer for Equity Securities of Reporting Companies Subject to Regulation 14D;
  2. Tender Offer for Equity Securities of Reporting Companies Subject to Rule 13e-4; and
  3. Tender Offer for Equity Securities of Non-Reporting Companies.

The Division of Corporation Finance of the SEC stated that the exemptive relief aims to address market inefficiencies, better reflect technological advances, and reduce exposure to market fluctuations.

We provide some background and discuss key aspects of the exemptive order in this Legal Update.