On March 13, 2026, the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) stated in a no-action letter to an Israeli company that it would not recommend enforcement action to the SEC if the directors and officers of the company requesting relief do not file the beneficial ownership reports required by Exchange Act Section 16(a) until April 20, 2026.  As we have previously written about, the Holding Foreign Insiders Accountable Act amended Section 16(a) of the Exchange Act to require directors and officers of certain foreign private issuers (“FPIs”), including the requesting company, to comply with the Section 16(a) reporting requirements beginning on March 18, 2026. 

The company, which is an Israeli FPI, highlights in its incoming letter the challenges of beginning to timely comply with the Section 16(a) requirements in light of the ongoing conflict in the Middle East.  These challenges include restrictions on non-essential workplace activities, shelter-in-place orders, and interruptions to telecommunications, all of which have made it difficult to gather information from directors and officers.  As a condition to its request, the company agreed to “ensure that its directors and officers will comply with the new filing obligations by April 20, 2026,” with the caveat that, depending on the current situation at such time and throughout the intervening time period, the company may request an additional extension by which it will comply with the new requirements. 

Further, the Division extended this no-action position to directors and officers of other FPIs organized and headquartered in Israel and other foreign jurisdictions impacted by the ongoing conflict in the Middle East, as long as such FPIs “can represent that their ability to comply with the March 18, 2026 filing deadline mandated by the Holding Foreign Insiders Accountable Act has been materially affected by the direct effects of the conflict.”  Read the Division’s letter.

On March 12, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) published two new FAQs on the application of the Holding Foreign Insiders Accountable Act to officers and directors of certain foreign private issuers (“FPIs”).  As we have previously discussed, pursuant to the Act, these individuals are required to report their beneficial ownership in the FPI’s securities under Section 16 of the Securities Exchange Act, beginning no later than March 18, 2026.  In the FAQs, the Division confirmed that, in light of the large volume of Form IDs being submitted at this time, it will not recommend enforcement action against a person for failure to timely file a required Section 16(a) report in the following circumstances:

  • A director or officer of a FPI (i) submitted a completed Form ID application and related required documents for EDGAR access before March 18, 2026, (ii) did not receive EDGAR access by the filing date and (iii) files the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026.
  • A director, officer, or 10% or greater beneficial owner of a domestic issuer (i) submitted a completed Form ID application and related required documents for EDGAR access for a Section 16(a) report with a filing deadline between December 18, 2025 and March 18, 2026, (ii) did not receive EDGAR access by the filing date and (iii) files the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026.

The domestic issuer must identify the Section 16(a) report as a late report in its disclosure pursuant to Item 405 of Regulation S-K, and can disclose its reliance on this no-action position in such disclosure.

Find the new FAQS here (numbers 6 and 7).

On March 12, 2026, the Commodity Futures Trading Commission (“CFTC”) released two documents regarding “event contract” derivatives traded on prediction markets. The CFTC issued an Advance Notice of Proposed Rulemaking (“ANPRM”) requesting public comment on the regulation of prediction markets. The CFTC’s Division of Market Oversight issued a staff advisory providing guidance to designated contract markets on the listing and trading of event contracts (the “Staff Advisory”).

Comments on the ANPRM are due 45 days after publication in the Federal Register, which is expected shortly. We provide background on key aspects of the ANPRM and Staff Advisory.

Continue reading this Legal Update.

In back-to-back speeches at the Futures Industry Association conference, Commodity Futures Trading Commission Chair Selig and Securities and Exchange Commission Chair Atkins set out their views regarding facilitating innovation through principles-based regulation and greater regulatory harmonization.  Chair Atkins provided some background regarding the regulation and oversight of securities and commodities; however, he noted that over time innovation has blurred the boundaries between what once were two distinct markets.  Of course, this is a general statement, and many notable differences remain between the two.  In any event, the Chair noted that “regulatory friction is a tax on efficient risk allocation.” 

He discussed the concept of substituted compliance applied in a new way, in this case, as between the two agencies, the CFTC and the SEC.  He posited that, “The principle that ought to guide us instead is straightforward: where one agency’s framework achieves comparable regulatory outcomes, then it should be capable of satisfying overlapping requirements of the other.  Of course, our objective is not to precipitate regulatory arbitrage, but to produce regulatory coherence.”  Unclear where this leads for entities that are swap dealers and security-based swap dealers.  Beyond entity level coordination, he discussed aligning the regulatory framework of the two agencies to financial products.  The Chair stated he had directed SEC staff to begin joint meetings with CFTC staff on product applications.  He also referenced a recently launched SEC-CFTC Harmonization webpage that can be used to request coordinated guidance from both agencies.

Among the areas he cited in his remarks as potentially benefitting from greater clarity are cross-margining, and Title VII product definitions that might impact certain event contracts.  Yet, it seems that the CFTC is moving forward alone with its rule proposal on event contracts having completed the review process with OIRA, so it’s fair to assume that we should see something shortly.

The Chair then discussed the Memorandum of Understanding between the SEC and the CFTC, which was announced and finalized the following day.  The MoU updates a prior MoU and seems more extensive.  In his remarks, Chair Atkins noted that the “era of duplicative enforcement actions and conflicting remedial obligations for the same conduct is over. Conduct in a single operating environment means that the SEC and CFTC, within the bounds of their independent statutory authority and regulatory interests, should coordinate legal theories and remedial strategies. Fragmented, redundant enforcement does not increase deterrence – it only increases confusion.”  The announcement of the MoU is accompanied by an opportunity for commenters to share their views on areas for harmonization between the SEC and CFTC and they can do so through a submission accessible on the SEC’s website.

See the full text of the Chair’s remarks.

On March 6, 2026, the Securities and Exchange Commission’s Division of Corporation Finance published another series of updated and new Compliance and Disclosure Interpretations (“CDIs”), this time focusing on portions of Securities Act Rules 701 (exempting offers and sales of securities under employee benefit plans) and 405 (defining “ineligible issuer”).  The Division also published two new CDIs addressing certain technical filing issues. 

As noted below, all of the revised CDIs related to Rule 701 were updated solely to reflect an increase in the amount of securities that may be issued in reliance on the exemption to $10 million in any consecutive 12-month period without a requirement to provide additional disclosure, consistent with updates made to Rule 701 in 2018.

Securities Act Rules CDIs – Rule 701
New Question 271.26An issuer seeks to rely on Rule 701 to grant options to employees over three consecutive 12-month periods, granting $9.9 million of options in the first period, $10.1 million in the second period, and $9.6 million in the third period.  The requirement to deliver additional disclosure under Rule 701(e) is triggered if the value of options, based on exercise price, granted during a consecutive 12-month period (plus the aggregate sales price of additional securities sold in reliance Rule 701 during the period) exceeds $10 million (see Rule 701(d)(3)(i) for calculations).  The CDI clarifies that this issuer must provide additional disclosure only to those employees granted options in the second 12-month period a reasonable period of time before exercise, not to those granted options in the first or third periods.
New Question 271.27If the issuer in CDI 271.26 above fails to provide the required additional Rule 701(e) disclosure to those persons granted options in the second period a reasonable time period before exercise, the exemption provided by Rule 701 is lost for the offering of all the options granted in the second period only, not the offerings conducted in the first and third periods.
Revised Question 271.10 Revised Question 271.12 Revised Question 271.14 Revised Question 271.16 Revised Question 271.23 Revised Question 271.24Amended several existing CDIs to update the dollar amount at which the requirement to deliver additional disclosure under Rule 701(e) is triggered, from $5 million to $10 million in accordance with 2018 updates to Rule 701; remainder of guidance unchanged.
Securities Act Rules CDIs  – Ineligible Issuer
Revised Question 203.03As defined in Rule 405, an “ineligible issuer” includes an issuer, or any entity that at the time was a subsidiary of the issuer, that within the past three years “was convicted of any felony or misdemeanor described in paragraphs (i) through (iv) of [S]ection 15(b)(4)(B) of the Securities Exchange Act of 1934.”  A conviction by a foreign court as to these activities would not trigger ineligibility, consistent with the Staff’s approach to similar disqualification provisions in Regulations A and D.  See Securities Act Rules C&DI 260.20, providing that disqualification under Rule 506(d) is not triggered by actions taken in jurisdictions other than the United States, such as convictions, court orders, or injunctions in a foreign court, or regulatory orders issued by foreign regulatory authorities. Notably, this is a reversal of the SEC’s prior position.
Securities Act Forms CDIs
New Question 101.06A company reorganized from an LLC to a C corporation can retain the same CIK, but should update the company’s information on EDGAR; see guide on how to Maintain and Update Company Information.
Regulation S-K CDIs
New Question 102.06Thefailure to check the SRC status box on the cover of a filing does not result in loss of SRC status or the ability to use SRC accommodations (assuming the issuer qualifies as an SRC).

Find the full list of updated CDIs.

Webinar | March 17, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

Following enactment of the Dodd-Frank Act, and the addition of swaps to the definition of commodity interest, more passive investment vehicles, their managers, and their advisers, must focus on possible characterization as commodity pools.  During this briefing Mayer Brown speakers will address:

  • Baseline: The definitions of commodity pool, commodity pool operator (CPO), and commodity trading advisor (CTA); the regulations that apply to registered CPOs and CTAs, and correspondingly, the desirability of identifying exemptions from registration;
  • (Out of) Scope: The scope of relief and exemptions, including amendments that expand relief for non-US commodity pool operators, foreign intermediaries, and pool-by-pool exemptions;
  • Sensitive Structures: The types of structures that may raise particular concerns, including funds, trusts, securitizations and repackaging vehicles; and
  • Inflection Point: The recent staff no-action letters for credit risk transfer transactions, the restoration of the QEP exemption, and related changes, and the areas where further relief could be granted.

On March 9, 2026, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published a short series of FAQs on the timing of initial Section 16(a) reports by directors and officers of certain foreign private issuers (“FPIs”), as required under the Holding Foreign Insiders Accountable Act, which was signed into law on December 18, 2025, with reporting requirements becoming effective on March 18, 2026.  The Staff also provided a link to an online request form where interested parties can seek further guidance on these new reporting responsibilities; requests should be directed to the Office of International Corporate Finance.  The FAQs included the following:

  • All Section 16(a) reports must be made pursuant to the SEC’s EDGAR system, subject to a previously-obtained hardship exception under Regulation S-T Rule 202.
  • If a person was an officer or a director of an FPI on December 18, 2025, but is no longer a director or officer as of March 18, 2026, then no Form 3 filing is required. 
  • A person is elected as a director or officer of an FPI, effective between December 18, 2025 and March 18, 2026.  The Form 3 for such a person would be due by the later of March 18, 2026 or the date that is ten days after the person became a director or officer (which could be after March 18).
  • An FPI initially registered a class of equity securities under Section 12 of the Exchange Act between December 18, 2025 and March 18, 2026.  If a person was a director or officer as of the date of the registration statement’s effectiveness, the Form 3 would be due on March 18, 2026. If the person became a director or officer after the effective date, the Form 3 is due by the later of March 18, 2026 or the date that is ten days after the person became a director or officer (which could be after March 18).
  • Rule 16a-2(a) requires a director or officer to report certain transactions that occurred within six months prior to the director or officer becoming subject to Section 16 solely as a result of the issuer registering a class of equity securities pursuant to Section 12 of the Exchange Act. If a FPI had a class of equity securities registered under Section 12 prior to March 18, 2026, then Rule 16a-2(a) would not require reporting transactions effected prior to March 18, 2026.  However, if a director or officer of a FPI becomes subject to Section 16 because the FPI registers a class of equity securities under Section 12 on or after March 18, 2026, then Rule 16-2(a) would obligate reporting certain transactions effected prior to March 18, 2026 on the first required Form 4.

Find the FAQs here.

On March 5, 2026, the Market Structure Subcommittee of the U.S.  Securities and Exchange Commission’s (“SEC”) Investor Advisory Committee (“IAC”) released a recommendation regarding the tokenization of equity securities.  The recommendation will be discussed and voted on at the IAC’s March 12, 2026 meeting.  As discussed below, the IAC cautions against adoption of a “blanket” innovation exemption to existing securities rules in connection with tokenized equity securities.

Continue reading.

Last week, the banking agencies issued guidance in the form of Frequently Asked Questions that provides certainty regarding the treatment of tokenized securities for purposes of the capital rules.  While this is not surprising, it is helpful to market participants perhaps especially in the context of the repo and derivatives market as more market participants consider collateral in tokenized form.

The guidance notes that tokenization generally takes one of two forms:  instances in which a token is used to represent an interest in a security that has been issued using traditional processes, such as a central securities depository, and other cases in which an issuer issues the security directly using distributed ledger technology, or DLT.  The guidance applies to both arrangements.  The guidance also applies to equity and debt securities in tokenized form so long as the blockchain versions “confer legal rights identical to those of the non-tokenized form of the security.”  The bank capital rules will treat them the same as a traditional asset.  The guidance also applies when derivatives reference tokenized securities.  Tokenized securities that do not confer legal rights identical to those of the non-tokenized form of the security, including legal ownership rights, are outside the scope of the guidance.  The guidance also notes that the capital treatment of tokenized securities does not differ depending on the use of a permissioned or a permissionless blockchain.

In addressing collateral, the agencies note that the “technologies used to confer legal rights to a security do not impact its ability to meet the definition of ‘financial collateral’ in the capital rule.  A banking organization should evaluate the tokenized security according to the definition of ‘financial collateral’ in the capital rule.”  Further, an eligible tokenized security would be subject to the same haircuts applicable to the non-tokenized form of the security.  Review the Capital Treatment of Tokenized Securities FAQs.

The Investor Advisory Committee (the “Committee”) of the Securities and Exchange Commission (the “SEC”) will hold a public meeting on March 12, 2026, beginning at 10:00 a.m. ET.  The meeting will be open to the public and accessible via a live webcast on the SEC’s website.  The meeting agenda includes the following items:

  • Public Company Disclosure Reform.  The panel will focus on potential reforms to the public company disclosure framework, including the merits of a shift from quarterly to semi-annual reporting as well as the ongoing review of Regulation S-K disclosure requirements.
  • Fund Proxy Voting — Challenges, Costs, and Pathways to Modernization.  This panel will examine challenges funds face in obtaining a quorum for shareholder meetings, particularly as retail participation patterns evolve and intermediated account structures complicate outreach. Panelists will discuss the current proxy voting framework, costs associated with solicitation, and potential avenues for modernization.
  • Vote on Recommendation Regarding the Tokenization of Equity Securities.  The Committee will discuss and vote on a recommendation concerning the tokenization of equity securities.  The discussion will address regulatory considerations and investor protection issues associated with the issuance, holding, and trading of tokenized equity. Read the Draft Recommendations prepared by the Market Structure Subcommittee.  Read our post on the December 2025 Committee meeting for additional background on prior Committee discussions regarding tokenization.

Additional information regarding the meeting, including the webcast details and the full agenda, is available on the SEC’s website.