Yesterday, on September 1, the Securities and Exchange Commission wrapped up what has been a very busy summer by proposing amendments to the rules and forms governing registered transfer agents.  If adopted, this will be the first significant update to this regulatory framework in over four decades, a change many believe is long overdue.  As the proposing release points out, “[t]ransfer agents are a key component of the national clearance and settlement system, performing critical functions related to the securities lifecycle that help protect investors and support the prompt and accurate processing of securities transaction;” underscoring the potential impact of the proposed changes. 

Many of the rules the Commission has proposed this summer—such as Regulation E-Delivery and Regulation Crypto Assets—reflect that our technology is evolving rapidly, from “tokenization initiatives, to cloud-based systems, to AI-enabled operational tools,” and the rules and regulations relating to capital markets transactions need to keep pace.  The proposed transfer agent rules are no different–as SEC Chairman Paul Atkins put it, “[t]his proposal would streamline and modernize the Commission’s rules to reflect transfer agents’ current processes and operations, including the use of electronic communications and blockchain technology in connection with securities offerings and the transfer of shares.”  Commissioner Hester Pierce echoed his thoughts, “[w]hen the Commission first adopted the rules governing transfer agents, holding paper share certificates was the norm.  Now few paper certificates exist, and transfer agents and other market participants are looking to a future in which many shares will be tokenized.  Our rules need to reflect the new realities of how shares are held and transferred.”  As you will see below, many of the proposed changes reflect this new technological reality.

Key Proposed Changes

Updated Registration and Reporting Requirements

Transfer agents file a Form TA-1 to register as a transfer agent, a Form TA-2 to provide annual disclosures, and a Form TA-W to withdraw from registration.  The proposal would revise the registration process and reporting obligations for transfer agents, including extending the time from filing to effectiveness of Form TA-1 to give the Commission more time to review the Form.  Transfer agents would also be required to file an amended Form TA-2 within 60 days of discovering that previously reported information was materially inaccurate, incomplete, or misleading.  

The questions and instructions on both Forms TA-1 and TA-2 would be updated “to promote clarity regarding the required information and to improve the quality, consistency, and comparability of the information provided in response.”  The Forms would also be updated in response to blockchain technology.  For example, the Commission proposes to require registered transfer agents to report the number of issues for which distributed ledger technology was used to maintain the master securityholder file during the reporting period, a nod to the fact “that the risks associated with safeguarding physical securities certificates are vastly different than the risks associated with safeguarding book-entry securities or tokenized securities.”  In addition, new question 5(a) on Form TA-2 would require disclosure of the number of service providers, including distributed ledger technology platforms, used by a transfer agent during the reporting period.  Further, proposed new question 6(b) would require registrants to report the number of issues, by tokenization model and security type, serviced by the registrant as of December 31, noting that the risks to investors differ depending on the tokenization model.

Proposed Changes to Existing Rules 

  • Definitions (Rules 17ad-1 & 17ad-9):  Modernize the terminology used in the transfer agent rules to reflect existing technologies, such as blockchains and other distributed ledger-based platforms, and also to capture new, as yet unforeseen technologies. 
  • Turnaround and Processing Standards; Limitations on Expansion (Rules 17ad-2 & 17ad-3):  Require transfer agents to adopt written policies and procedures for timely turnaround and processing, align turnaround requirements with the current settlement cycle and reflect current technology, and raise the limitation-on-expansion threshold.
  • Recordkeeping and Record Retention (Rules 17ad-6 & 17ad-7):  Establish a single retention period for most transfer agent records and modernize the provisions governing recordkeeping, including updated electronic record keeping requirements and encompassing records existing solely on distributed ledgers and blockchain networks.
  • Prompt Posting to Master Securityholder Files (Rule 17ad-10):  Align posting timeframes to the modern settlement cycle and introduce technology-neutral terms.  In a comment request, the Staff pointed out another difference in the risks associated with tokenized securities, querying whether “transfer agents that maintain the master securityholder file exclusively on an immutable blockchain network be exempt from the record deletion and retention requirement set forth in Rule 17ad-10(f), given that records created on such networks cannot be “deleted” in the traditional sense?”
  • Safeguarding of Funds and Securities (Rule 17ad-12):  Reframe as a comprehensive risk management provision.  The release notes throughout that transfer agents provide important custody services.  Currently, Rule 17ad-12 focuses on physical custody and it does not provide clear, definitive standards for safeguarding uncertificated securities.  The changes would require written policies and procedures to protect securities and funds, including with regard to cybersecurity risks linked to the increasing use of uncertificated securities, such as book-entry and tokenized securities; mitigate material operational risks; segregate funds; and maintain a business continuity plan. 
  • Lost Securityholders, Inactive Securityholders, and Unresponsive Payees (Rule 17ad-17):  Introduce a new notification requirement for inactive securityholders and update to permit electronic communications and payments.
  • Rescission of Rule 17ad-4.  Rule 17ad-4, which exempts certain transfer agents and securities from turnaround, processing, and recordkeeping requirements, would be rescinded because technological advances have improved the operational capacity of transfer agents of all types and sizes, making these exemptions no longer necessary. 
  • New Compliance and Restrictive Legend Rules.  Proposed new Rule 17ad-30 would require registered transfer agents to establish, maintain, and enforce written compliance policies and procedures designed to ensure adherence with the federal securities laws.  Proposed new Rule 17ad-31 would create specific requirements around restrictive legends on securities and would also require transfer agents to have a reasonable basis to believe that a transaction does not violate, and is not part of a chain of transactions that would violate, the registration requirements of the Securities Act of 1933, as amended, before facilitating it.  Commissioner Peirce described these new requirements as an effort to “empower transfer agents to do a better job in combatting microcap fraud.”

Requests for Comment

In his statement in response to the proposing release, Commissioner Mark Uyeda stressed the forward-looking nature of the proposed rules, remarking that with these changes, “we can better protect investors, support innovation, and strengthen the foundation of the markets we have today and the markets we expect tomorrow.”  Commenters will have the opportunity to opine on whether the proposed rules can, indeed, accomplish this goal, along with other aspects of the proposed rules.  Notably, many of the requests for comment address the use of blockchain and distributed ledge technology in the context of registered transfer agent duties.

Comments are due 60 days after publication of the proposing release in the Federal Register.  Read the SEC’s proposing release, press release and fact sheet.  Read Commissioner Peirce’s statement here and Commissioner Uyeda’s statement here. 

Webinar | September 3, 2026
3:30 p.m. – 4.00 p.m. CET | 2:30 p.m. – 3.00 p.m. GMT| 9:30 a.m. – 10:00 a.m. EST
Register here.

This webinar will focus on the new prospectus rules introduced by Commission Delegated Regulation (EU) 2026/1061 amending Commission Delegated Regulation (EU) 2019/980, and their practical implications for annual programme updates, future debt issuances and prospectus disclosure in the European capital markets.

With the publication of Delegated Regulation (EU) 2026/1061 in the Official Journal on 13 August 2026, the final elements of the EU Listing Act prospectus reforms are now in place. As issuers prepare for upcoming programme renewals and future debt offerings, market participants will need to assess whether existing prospectus documentation, disclosure practices and approval processes should be updated to reflect the new requirements.

In this webinar, Mayer Brown speakers will provide a practical overview of the key changes to the prospectus disclosure regime and discuss how they may affect the preparation, updating and approval of debt prospectuses.

Join us for a practical discussion of the actions market participants should be considering now to ensure that programme documentation and prospectus disclosure remain fit for purpose under the finalised Listing Act framework.

Hybrid | September 3, 2026
Register here.

Practising Law Institute (PLI) will host the 12th Annual Alternative Finance Summit: Fintech, Blockchain, and Crowdfunding program.

Mayer Brown Partner Anna Pinedo will participate in the “Securities Offering and Private Placement Developments: A Prolific, Controversial Year of Rulemaking” session.

See the event webpage for information on the program and the session.

On August 24, 2026, the Securities and Exchange Commission (“SEC”) published notice of the filing of a proposal by MEMX LLC to list and trade securities event contracts (File No. SR-MEMX-2026-25).  The securities event contracts would be cash-settled, European-style binary “YES” or “NO” options based on the outcome of an event related to the financial performance of an issuer the stock of which trades on a national securities exchange.  Prices would range from $0.01 to $0.99 and the contracts would trade on MEMX’s options platform with the benefit of central clearing, know-your-customer requirements, and MEMX’s existing regulatory and market-surveillance programs.

The MEMX proposal adds to the debate regarding how securities-based event contracts should be classified and, in turn, whether these are subject to the jurisdiction of the Commodity Futures Trading Commission (“CFTC”) or the SEC. 

Continue reading.

The first half of 2026 saw a notable increase in private market activity, with investor interest increasingly concentrated in a handful of sectors.  Nasdaq Private Market’s Secondary Scene: Private Markets at the Midpoint of 2026 report provides a comprehensive review of trends, including data on issuances, secondary activity, and liquidity programs.  As has been widely reported, the U.S. IPO market posted its strongest first half since 2021, with 65 IPOs raising over $114 billion.  The SPAC market has also recovered.  After collapsing from a 2021 peak of roughly $145 billion, SPAC issuance rebounded to $26 billion raised in 138 deals in 2025—nearly three times the $8.7 billion raised in 2024.  That momentum carried into 2026, with 118 SPAC IPOs raising approximately $20.9 billion in the first half of 2026.  A robust IPO market provides liquidity for private shareholders, many of whom reinvest their capital back into the private markets.

Secondary market data illustrates where buyer and seller interest is concentrated.  Demand is heaviest in the industrials sector, where buy-side orders account for 94% of activity.  The defense tech sector and AI and machine learning sector follow with buy-side orders accounting for 92% and 79% of all orders, respectively.  Conversely, sellers dominate in the commerce & marketplaces (85% sell-side), consumer (80%), cybersecurity (79%), and enterprise software (73%) sectors.  

The tender market continues to provide liquidity for companies that are not yet ready to go public, and the pace of activity has increased.  The median secondary program now launches just four months after the last primary round, suggesting that many tenders are being structured as “companion” liquidity events for investors who missed their allocation in the primary.  The time between a company’s successive tender programs has also compressed sharply, falling from 290 days (for 2018 and 2022) to just 108 days in 2025.  The technology sector, including AI, has been the dominant industry, accounting for 47% of all company liquidity programs, followed by the financial sector (17%) and industrials (11%). 

Nasdaq also notes that company-sponsored deals are diversifying across all company stages with debt financing rounds among private companies experiencing the biggest increase.  As companies remain private longer, they draw on an increasingly diverse set of liquidity tools, with debt taking on a more intentional and strategic role in their capital structures.  This trend is especially evident among fintech firms, where taking on debt is often a fundamental component of the business model.  Nasdaq’s comparison chart below shows the broader mix of deals by stage in recent years versus 2020-2022.  The data points in a consistent direction:  capital is flowing toward AI, defense, and robotics, while established software and consumer categories are seeing more supply than demand.  With the IPO market functioning again, tender programs expanding, and private market pricing adjusting actively, 2026 is offering stakeholders a broader array of liquidity options than the market has seen in recent years.

Webinar | September 2, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

The Securities and Exchange Commission (SEC) under the leadership of SEC Chair Atkins devoted significant time and attention during the early part of the Chair’s tenure to digital assets and, while the agency withdrew a number of pending rule proposals from the prior administration, did not introduce many new rulemaking proposals.  However, in recent months, there has been significant rulemaking, which is intended to address many of the key priorities articulated by Chair Atkins, including reinvigorating the public markets and Making IPOs Great Again. 

Among other rulemakings, we will address those related to capital formation and public companies; guidance that affects digital assets; and changes in the SEC’s enforcement priorities, including:

  • Proposed amendments to allow companies to file semiannual reports instead of quarterly reports to meet their interim reporting obligations;
  • Proposed amendments to facilitate capital formation, including making shelf registration statements more accessible to more issuers; extending certain communication and other benefits to a broader array of issuers; expanding the ability to rely on incorporation by reference into Form S-1; and other related changes
  • Proposed amendments to streamline filer statuses for public reporting companies into two primary categories: large accelerated filers and non-accelerated filers; and extend to non-accelerated filers the existing accommodations and scaled disclosures applicable to smaller reporting companies and emerging growth companies;
  • Relief relating to equity tenders and to debt tenders or exchange offers for non-convertible debt securities;
  • Interpretations jointly issued by the SEC and CFTC regarding the application of the securities laws to certain digital assets and Staff guidance related to digital assets; and
  • Changes in enforcement priorities.

CBInsights recently published its State of Fintech report for the second quarter of 2026.  Overall, global funding for the first six months of the year totaled $26.4 billion, raised in 1,695 deals, with deal activity declining in the second quarter.  Deal volume fell 25% quarter over quarter; funding declined 20% from the preceding quarter.  The United States accounted for 273 deals in the quarter, which raised $5.1 billion.  Mega rounds (deals raising over $100 million) raised $6.9 billion across 27 transactions.  Mega rounds accounted for 59% of all global funding in Q2. The largest equity deals in the second quarter included:  Ramp ($750m); Ebury ($678m); CRED ($500m); and Clip ($405m).  There were four new unicorns that emerged in the quarter, three of which are U.S. companies, including:  Digital Asset; Rogo; Slash; and Nesto.  This brings the total to 195 fintech unicorns in the United States.  The top five unicorns by valuation in the second quarter of 2026 include:  Stripe; Revolut; Ramp; Ripple; and OKX. 

According to the report, there were four fintech IPOs completed during the quarter, with OnEMI Technology as the largest.  M&A activity in the sector also was down for the quarter, with one notable exit, which was the Russian neobank Tochka.

In its FinTech Strategic Insights, FT Partners noted similar overall trends.  As to the IPO market, the report noted a much more subdued second quarter following a notably busy first quarter for fintech IPOs (five completed IPOs in the first quarter:  BitGo; Ethos; PicPay; AgiBank; and PayPay).  There are five fintech IPOs that are in the filing queue for 2026 IPOs although their timing is uncertain.  FT Partners pointed to the resilience in large (and principally later stage) financing rounds, including rounds like those for CRED ($900 million Series H), Ramp ($750 million Series F), Ebury ($742 million strategic financing), among others.  Although private fintech deal count fell in the second quarter, capital continues to concentrate in fewer, larger transactions.  Second quarter M&A volume totaled $24.3 billion, a decline from 2025 levels.  There were some notable strategic transactions completed during the quarter.  These included, for example, Bullish’s $4.2 billion acquisition of Equiniti, the transfer agent, which brings together a traditional transfer agent into a tokenization platform; Nuvei’s $2.75 billion acquisition of Payoneer, consolidating cross-border payments companies; and Wafra’s $1.9 billion acquisition of Navitas, highlighting continued interest in specialty finance.  And, last but not least, SPACs are back, including fintech sector SPACs, with some notable de-SPAC transactions having been consummated, including Securitize, which started trading recently.

On August 18, 2026, the Commodity Futures Trading Commission (“CFTC”) approved a notice of proposed rulemaking.  The notice seeks comment on amendments to the registration framework applicable to commodity pool operators (“CPOs”) and commodity trading advisers (“CTAs”).  The proposal would provide an exemption for certain SEC-registered investment advisers from registering as CPOs and CTAs, and increase the capital contribution threshold for the small pool exemption.

The proposal would create a new CPO registration exemption under CFTC Rule 4.13 for SEC-registered investment advisers operating commodity pools that are limited to sophisticated investors.  In order to qualify, the pool interests must be privately offered, participants must meet qualified eligible person or accredited investor criteria, and the adviser must file Form PF if required.  This exemption would codify, with modifications, the no-action relief granted in CFTC Letter 25-50 (see our Legal Update).  Effectively, this would restore a version of an exemption the CFTC rescinded in 2012.

The proposal would provide an exemption that could be claimed by each eligible pool subject to meeting the following conditions:  the person claiming the exemption is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended; the pool interests are exempt from registration under the Securities Act of 1933, as amended and are offered and sold without general solicitation except that this public marketing restriction would not apply to a pool also offered in compliance with Rule 506(c); the person reasonably believes, at the time of investment, or, for an existing pool, when the pool converts to exempt status, that each participant is an eligible participant, and the person files Form PF for the pool if applicable.

Eligible participants include certain natural persons and non-natural persons.  Natural persons are limited to qualified eligible persons (“QEPs”) identified in Rule 4.7(a)(6).  Non-natural persons include QEPs under Rule 4.7(a)(6), including institutional accredited investors.  This is a narrower set of persons.  The CFTC also proposed expanding the existing CTA registration exemption under CFTC Rule 4.14(a)(8) (“Exemption from registration as a commodity trading advisor”) to cover investment advisers whose commodity interest trading advice is directed solely to CPOs claiming the new exemption.  Finally, the proposal would amend the small pool exemption to increase the total gross capital contributions threshold from $400,000 to $800,000 to account for inflation since 2003. The existing 15-participant-per-pool limit would remain unchanged.

The CFTC proposed conforming amendments to restore electronic-notice-filing references and extend redemption-right and disclosure requirements to pools transitioning under the new exemption.  Comments are due 45 days after publication in the Federal Register.

On August 18, 2026, the Securities and Exchange Commission (the “Commission” or the “SEC”) published proposed rules, titled “Regulation Crypto Assets” (“Reg Crypto Assets”), which would establish a framework to raise capital and disclosure requirements involving certain crypto asset-related investment contracts.  The proposed rules represent the next phase in the Commission’s ongoing effort to regulate capital formation through certain investment contracts involving crypto assets, which the Commission terms “covered investment contracts.”  Beginning even before Paul Atkins was sworn in as Chairman of the SEC in April 2025, the Commission has taken a series of increasingly potentially significant steps to define its role related to digital assets.  In January 2025, the Commission established the Crypto Task Force under Commissioner Hester Peirce, which has held roundtables and published numerous pieces of digital assets-related guidance.  Then, in March 2026, the Commission published a release that included an interpretation of how the definition of “security” applied to digital assets and related transactions, further clarifying the treatment of certain crypto assets under the federal securities laws. 

Reg Crypto Assets builds on this guidance by proposing a framework to raise capital through the issuance of covered investment contracts under the federal securities laws, as well as proposing a conditional safe harbor by which an investment contract issuer could delink a crypto asset from the investment contract.  The proposed Reg Crypto Assets would also delineate the role of state law and preemption in certain covered investment contract-related transactions.  In the words of the SEC, “[t]he proposed offering regime is intended to facilitate capital formation and accommodate innovation within the crypto asset markets while, at the same time, ensuring that investors are adequately protected and provided with the information they need to make informed investment decisions.”

Continue reading this Legal Update.

Interest from market participants in tokenized funds continues to grow. To date, much of the growth has been in tokenized money market funds. As of mid-year, estimates of assets in these funds range between $8.6 billion and $13 billion. A number of money market funds have been available in tokenized form for some time now, including Franklin Templeton’s FOBXX; Circle/Hashnote’s USYC; WisdomTree’s WTGXX; and BlackRock’s BUIDL. Franklin Templeton’s OnChain US Government Money Fund (FOBXX or the OnChain Fund), was the first SEC-registered fund to use a public blockchain as its share register. A tokenized fund, just as any fund, must comply with applicable regulatory requirements, which include, among others, custody requirements. Section 17(f) of the Investment Company Act of 1940 requires that a registered fund maintain its securities and other investments in the custody of a “bank” that meets certain conditions or with a member of a national securities exchange. The 1940 Act also allows funds to “self custody” securities but only in compliance with specific requirements, which still include depositing securities in a bank for safekeeping. Rule 17f-2, or the self-custody rule, requires securities to be held in the safekeeping of a bank or similar federally supervised or state-supervised depository and physically segregated, a signed notation for every deposit and withdrawal, and regular verification by the fund’s independent public accountant. Registered investment advisers are subject to similar restrictions under the Investment Advisers Act of 1940; an adviser must maintain client funds or securities with a “qualified custodian,” which may include a “bank” or a registered broker-dealer. It’s difficult to comply with these requirements for fund shares held in tokenized form.

Franklin Templeton’s OnChain US Government Money Fund (the OnChain Fund) uses a blockchain system to maintain its share ownership records. The recordkeeping function is performed by Franklin Templeton Investor Services, or FTIS. FTIS keeps the official share ownership record on a system that combines an internal book-entry ledger with one or more public blockchains. Because FTIS is an affiliated person of the Funds, the Funds’ proposed custody of shares of the OnChain Fund with FTIS is also a self-custody arrangement subject to Rule 17f-2.

The SEC’s Division of Investment Management granted Franklin Templeton’s request for no-action relief to permit its family of Franklin Templeton funds to establish custody arrangements for their investments in shares of the OnChain Fund without complying with paragraphs (b), (e) and (f) of Rule 17f-2 under the Investment Company Act. The relief relies in part on a prior letter issued to Franklin Investors Securities Trust in 1992 addressing custody issues in an affiliated master-feeder fund arrangement. The 1992 relief addressed circumstances in which the feeder fund’s investments in the master fund were maintained by the master fund’s affiliated transfer agent in book-entry form subject to specified safeguards set out in that letter. Of course, in this case, FTIS will maintain the official record of share ownership in part in reliance on distributed ledger technology rather than solely through a book-entry system. The SEC’s Division of Investment Management said that it would not recommend enforcement action against Franklin Templeton funds that hold shares of an affiliated, blockchain-integrated money market fund without fully complying with the Investment Company Act’s self-custody rule. The relief covers the funds’ investments in the OnChain Fund. The relief is subject to 12 conditions that represent additional safeguards. These include, for example, board approval and at least annual review, segregated records and a separate blockchain wallet for each investing fund, limits on who may transmit instructions, passwords or other authentication and cryptographic tools, confirmations sent to people other than those who placed the instructions, daily reconciliation of confirmations against transaction authorizations, and three annual independent accountant verifications each fiscal year, two unannounced. While the conditions are quite specific and prescriptive, these do provide a roadmap for compliance and might allow for broader adoption of recordkeeping using distributed ledger technology. In addition, the letter is yet another step in terms of guidance provided by the Staff of the Securities and Exchange Commission relating to “custody” in tokenized contexts. See the incoming request from Franklin Templeton Funds, and the relief issued.