Webinar | February 4, 2026
10:00 a.m. – 11:00 a.m. EST
Register here.

Mayer Brown has a long history in short-term paper.  Join this webinar as we discuss some key trends and innovations we expect to affect the short-term debt markets over the next 12-24 months.

Topics include:

  • An overview of the regulatory framework and recent regulatory developments relevant to ABCP in the US, EU and UK
  • New use cases for ABCP and Structured CP;
  • ECP bolt-ons for ABCP – what is required to access the ECP market;
  • CP in the Middle East and Islamic Structures; and
  • Tokenization of CP and ABCP.

On January 28, 2026, the Divisions of Corporation Finance, Investment Management, and Trading and Markets (collectively, the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued another in a series of statements providing guidance on the application of the federal securities laws to various types and aspects of cryptocurrency, in particular, certain taxonomies related to “tokenized securities.”  In this statement, the Staff emphasized that the form of an instrument, or whether it is “tokenized,” do not affect its essential character, or, in other words, whether the instrument is a “security,” a “security-based swap” or a “swap.”  While potentially helpful to market participants, the current statement is consistent with past related Staff guidance on the subject.

Overview of Tokenized Securities

A “tokenized security” is a financial instrument that is considered to be a “security” under Section 2(a)(1) of the Securities Act of 1933, as amended (“Securities Act”).  A tokenized security is represented by a crypto asset with ownership records maintained on a crypto network, such as a blockchain or similar distributed ledger technology (“DLT”).  In the statement, the Staff distinguishes between:  (1) securities tokenized by or on behalf of the issuer and (2) securities tokenized by unaffiliated third parties.

Issuer-Sponsored Tokenized Securities

In the issuer-sponsored model, the issuer issues the security in the form of a crypto asset, that is, it integrates DLT into the recordkeeping system used to record owners and transfers of the security (a “master securityholder file”).  The Staff points out that the material difference between tokenized securities and securities issued in traditional book-entry form is how the master securityholder file is maintained (i.e., on one or more crypto networks—an “onchain” database—rather than an “offchain” database).  Alternatively, an issuer may tokenize a security by issuing it off-chain and providing a crypto asset to securityholders.  This crypto asset can be used to indirectly effect transfers of the security, which lets the issuer know to transfer ownership of the security on the master securityholder file.

The Staff also considers that a tokenized security can constitute a separate class distinct from securities held in a traditional format, noting that if the rights and privileges of the two classes of securities are substantially similar, the two securities may be considered the same class for certain purposes under the federal securities laws.

Third-Party Sponsored Tokenized Securities

Third parties unaffiliated with an issuer may also tokenize the issuer’s securities.  Third-party tokenized securities may provide different ownership interests in the issuer and different rights from those of holders of the underlying security, and holders of a tokenized security may be exposed to risks specific to the third-party tokenizer (e.g., bankruptcy) that would not impact a holder of the underlying security.  The Staff distinguishes between two principal third-party models:

Custodial Tokenized Securities:  A third party issues a crypto asset representing an entitlement to an underlying security that the third party holds in custody.  The crypto asset evidences the holder’s indirect interest in the underlying security.  Transfers are recorded on the third party’s recordkeeping systems, which may be onchain or offchain.

Synthetic Tokenized Securities:  A third party issues a crypto asset that provides synthetic exposure to a reference security, but does not confer rights in the underlying security.  These may take the form of linked securities or security-based swaps that are formatted as crypto assets:

  • Linked Securities:  A linked security is an obligation of the third party itself that provides synthetic exposure to a reference security, not of the issuer of the reference security, and does not convey rights or benefits in the issuer of the security.  The holder’s return is based on the value of or events relating to the reference security.  Linked securities may be structured as debt instruments (e.g., structured notes), equity instruments (e.g., exchangeable stock), or in some cases, security-based swaps.
  • Security-Based Swaps:  A third party may also tokenize a security by issuing a security-based swap, which provides synthetic exposure to a reference security or events relating to an issuer of the security, but does not typically convey any equity, voting, information, or other rights with respect to the referenced security.
  • Tokenized Securities Remain Defined by Their Economic Reality: All tokenized securities discussed by the Staff share a single characteristic:  “the format in which a security is issued or the methods by which holders are recorded (e.g., onchain vs. offchain) does not affect application of the federal securities laws.”  The economic reality of an instrument, not the name of the instrument, determines the character of the instrument, and therefore, whether the federal securities laws apply. 

On January 22, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change with the Securities and Exchange Commission (“SEC”) to amend FINRA Rule 5123, which governs member filings in connection with private placements.  The proposal would expand the rule’s existing accredited investor exemption to cover certain family offices and to include certain other institutional accredited investors.

Rule 5123 generally requires FINRA member firms to file private placement memoranda, term sheets and other offering documents within 15 days of the first sale in a private placement.  The rule is intended to provide FINRA with some transparency into the private placement market.

The rule, however, has long included a filing exemption for offerings made solely to “accredited investors” but only for those that are covered by Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933.  The proposed amendment would bring the rule in line with the amendments to the “accredited investor” definition adopted by the SEC in 2020, which added additional categories of entities.  According to FINRA, the change also responds to comments received in response to FINRA Regulatory Notice 23-09.  It is intended to eliminate unnecessary filings in connection with offerings made exclusively to sophisticated institutional investors.  The SEC will publish the proposal in the Federal Register and accept public comments for 21 days thereafter.  The proposed rule change is available here.

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued not one, but two, sets of changes to their Compliance and Disclosure Interpretations (“CDIs”).  In this second set of CDIs, the Staff updated and removed certain guidance to reflect current rules and regulations, notably Securities Act Rule 152, which was adopted in 2020, and other changes discussed in Securities Act Release No. 33-10884, Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets (here). 

Question Revisions or New GuidanceNotable Changes
Securities Act Sections: Section 5 Question 139.27A company completes a private placement in reliance on Section 4(a)(2), then files a resale registration statement for the securities, and, after filing the registration statement but prior to its effectiveness, completes a second private placement.  The company can include the securities from the second private placement in a pre-effective amendment to the pending resale registration statement prior to effectiveness.Removes references to prior interpretive guidance on integration and clarifies the application of Rule 152(a)(1). 
Securities Act Rules: Rule 152 New Section 148, Question 148.01
(NEW)  		An issuer that generally solicited investors in a Rule 506(c) offering can subsequently sell to those investors in a Rule 506(b) offering if the issuer established a substantive relationship with such investors prior to the commencement of the Rule 506(b) offering. However, because the issuer generally solicited the investors, it cannot rely on Rule 152(a)(1)(i).

Whether the issuer has established a substantive relationship depends on facts and circumstances, with particular weight given to the “quality” of the relationship.

In the absence of a prior business relationship or legal duty to offerees, it is likely more difficult for an issuer to establish a pre-existing, substantive relationship, especially in the case of internet-based offerings.		This guidance is consistent with discussions in the 2020 adopting release, addressing both sales to investors in private placements that prohibit general solicitation if such investors were previously generally solicited, and the hallmarks of a pre-existing substantive relationship.
Securities Act Rules: Rule 152 New Section 148, Question 148.02
(NEW)		The mere fact that a registration statement is effective does not automatically raise integration concerns under Rule 152.New guidance.
Securities Act Rules: Rule 152 New Section 148, Question 148.03 (Revised and Moved Question 152.02)If an issuer is unsuccessful in completing a takedown from an existing shelf registration statement, it can rely on Rule 152 to complete the offering privately, in reliance on Section 4(a)(2) or Rule 506(b), provided that it complies with the general principle of integration in Rule 152(a)(1).This updates prior guidance under rescinded Rule 155 and  addresses a private offering prohibiting general solicitation following an unsuccessful public offering.
Securities Act Rules: Rule 501 Question 255.06Rule 501(a)(8) accredits any entity in which all of the equity owners are accredited investors.  If the owner-entity does not qualify on its own merits as an accredited investor, the issuer can look through the owner-entity to its natural person owners in determining their accredited investor status, in accordance with Note 1 to Rule 501(a)(8).Reflects the addition of Note 1 to Rule 501(a)(8) in 2020.
Securities Act Rules: Rule 506 Question 260.39In a Rule 506(c) offering, an issuer can use different methods to verify the accredited investor status of different investors, including the methods specified in Rule 506(c)(2)(ii) or principles-based methods.New guidance; clarifies that issuers have flexibility in verifying accredited investor status in a single offering.

In addition, the Division withdrew a number of CDIs, all of which were superseded by Securities Act Rule 152.  Rule 152 details how to determine whether separate offerings should be “integrated,” or treated as a single offering.  Therefore, the withdrawal of the CDIs are simply “clean-up” changes to the SEC’s guidance in response to regulatory changes, rather than new or changed substantive guidance. The withdrawn CDIs include:

  • Securities Act Sections: Section 4(a)(2) Question 134.02;
  • Securities Act Sections: Section 5 Question 139.08;
  • Securities Act Sections: Section 5 Question 139.25;
  • Securities Act Rules: Rule 147 Question 141.06;
  • Securities Act Rules: Rule 147 Question 152.01;
  • Securities Act Rules: Rule 147 Question 152.03;
  • Securities Act Rules: Rule 415 Question 212.06;
  • Securities Act Rules: Rule 502 Question 256.01;
  • Securities Act Rules: Rule 502 Question 256.02; and
  • Securities Act Rules: Rule 502 Question 256.34.

Find the new CDIs here.

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance revised a number of Compliance and Disclosure Interpretations (“CDIs”) and issued several new CDIs.  The revised CDIs span different topics, from registered exchange offers to proxy solicitations.  Overall, the CDIs reflect the current Commission’s focus on addressing regulatory requirements that may impose unnecessary burdens on registrants. 

Notable changes include a few CDIs with the potential to impact proxy season, including that the Staff will no longer permit “voluntary” Notices of Exempt Solicitation by holders below the $5 million threshold in Rule 14a-6 and that the Staff will no longer object if a company conducts its broker search fewer than 20 business days before the record date, provided that the registrant reasonably believes proxy materials will still be timely disseminated.  The Staff also issued new interpretations related to exchange offers and tender offers.

CDIRevisions or New GuidanceNotable Changes
Securities Act Sections CDI 139.29: Section 5Lock-up agreements or agreements to tender can be executed prior to filing a Form S-4 in any registered exchange offer; the revisions update the conditions under which this is permitted to apply to both debt and equity exchange offers.

When lock-up agreements or agreements to tender are executed before filing of a registration statement and certain conditions are not satisfied, the subsequent registration of the transaction is generally not permitted; however, the Staff will not object to such registration if:
– the accredited investors or qualified institutional investors who executed lock-up agreements are sold securities in a private offering; and
– registered securities are sold only to those who did not execute lock-up agreements.		Previous guidance applied only to debt offerings; new guidance includes both debt and equity exchange offers.

In addition, previous guidance relied on the idea that a transaction commenced privately must be completed privately to hold that (i) when lock-up agreements are executed before the filing of a registration statement and certain circumstances are not satisfied, or (ii) shares are tendered prior to such filing, the subsequent registration of the exchange offer may not be appropriate.  The revised guidance now allows for registration on Form S-4 or Form F-4 subsequent to execution of a lock-up.
Securities Act Sections CDI 139.30: Section 5In a third-party exchange offer, when lock-up agreements or agreements to tender are executed by target company insiders before filing of a registration statement and certain conditions are not satisfied, the subsequent registration of the transaction is generally not permitted; however, the Staff will not object to such registration if:
– the target company insiders who executed the lock-up agreements are sold securities in a private offering; and
– registered securities are sold only to those who did not execute lock-up agreements.		Changes mirror the changes to CDI 139.29, above.
Securities Act Sections CDI 239.13: Section 5In a Rule 145(a) transaction, the Staff has not objected to lock-up agreements, provided that certain conditions are met.  In this case, the Staff will not object to the subsequent filing of a registration statement when target company insiders either (1) execute lock-up agreements and the conditions listed are not satisfied or (2) deliver written consents approving the transaction before the registration statement is filed as long as:
– insiders who executed lock-up agreements or delivered written consents are sold securities in a private transaction; and
– registered securities are sold only to those who did not deliver lock-up agreements or written consents.		Previous guidance provided that, where target company insiders deliver written consents approving the Rule 145(a) transaction before the registration statement is filed, the staff would not object to a subsequent registered offering as long as (i) those who executed consents are sold securities in a private offering, and (ii) registered securities were offered and sold only to those who did not deliver written consents.  The revised CDI expands the guidance to cover both written consents and lock-up agreements.
Proxy Rules and Schedules 14A/14C CDI 126.06: Exchange Act Rule 14a-6Rule 14a-6(g)(1) requires any person who engages in a solicitation pursuant to Rule 14a-2(b)(1) and beneficially owns over $5 million of the securities subject to the solicitation to furnish a Notice of Exempt Solicitation to the SEC.  Voluntary submission of such Notices by those not subject to Rule 14a-6(g)(1) is no longer permitted.The Staff did not previously object to voluntary Notices; however, it observed that recently, Notices were filed by those holding less than $5 million in the subject securities as a way to generate publicity, rather than for the intended purposes of such Notices, and thus the Staff will now object to voluntary Notices. 
Proxy Rules and Schedules 14A/14C CDI 126.07: Exchange Act Rule 14a-6Update to clarify that voluntary submissions of Notices of Exempt Solicitations pursuant to Rule 14a-6(g)(1) are no longer permitted.See CDI 126.06, above.
Proxy Rules and Schedules 14A/14C CDI 133.02: Exchange Act Rule 14a-13 (NEW)Rule 14a-13(a) requires registrants to conduct a broker search at least 20 business days prior to the record date of the applicable meeting of security holders.  However, given improvements in technology, the Staff will not object if a registrant conducts its broker search less than 20 business days before the record date, provided that the registrant reasonably believes that its proxy will be timely disseminated to security holders.New guidance.
Proxy Rules and Schedules 14A/14C CDI 182.01: Exchange Act Rule 14c-2 (NEW)Rule 14c-2 requires a registrant to distribute an information statement to its security holders at least 20 calendar days prior to the earliest date of a potential corporate action taken by written consent. However, Rule 14c-2 does not determine when such an action becomes effective, so the failure to comply with the timing requirements in the Rule does not invalidate the action. Therefore, when a dissident security holder solicits consents without the registrant’s knowledge, the Staff will not object to the registrant’s failure to comply with the timing requirement as long as the registrant distributes the information statement as soon as practicable after it becomes aware of the written consents. 
Tender Offer Rules and Schedules CDI: Exchange Act Rule 14e-5 166.02 (NEW)For certain Tier I tender offers, Rule 14e-5(b)(10) provides an exception from Rule 14e-5 if certain conditions are met, including the disclosure of purchases outside of such tender offer. This exemption is also available when purchases outside of such tender offer are made after the public announcement of the offer but before offering documents are disseminated.

This position is consistent with the intent of the Rule 14e-5(b)(10) exception, which is to allow purchases outside of a Tier I tender offer where such outside purchases are permitted by the laws of the subject company’s home jurisdiction and certain other conditions are met.

This disclosure guidance also applies to Rule 14e-5(b)(11)(iv) and Rule 14e-5(b)(12)(i)(D).		New guidance.
Tender Offer Rules and Schedules CDI 166.03: Exchange Act Rule 14e-5 (NEW) Rule 14e-5(b)(12)(i) permits an offeror and an affiliate of the offeror’s financial advisor to make purchases outside a tender offer, subject to certain conditions. Rule 14e-5(b)(12)(i)(G)(4) states that the such purchases by an affiliate of the financial advisor may not be made to facilitate the tender offer.

This new CDI clarifies that Rule 14e-5(b)(12)(i)(G)(4) does not apply to outside purchases by affiliates of the offeror’s financial advisor when acting on behalf of the offeror in an agency capacity to effect purchases of subject securities or related securities outside of the tender offer with the purpose of facilitating the tender offer. The purchases would, however, be subject to the other requirements of Rule 14e-5(b)(12), including the requirement that the tender offer price be increased to match any consideration paid outside of the tender offer that is greater than the tender offer price.		New guidance.

Find the new guidance here.

On January 26, 2026, Securities and Exchange Commission Commissioner Mark T. Uyeda delivered remarks at the 53rd annual Securities Regulation Institute.  The Commissioner focused his comments on efforts to improve capital formation by, in part, reducing regulatory compliance burdens in those instances in which existing requirements do not provide benefits for investors or the markets.  He noted the importance of returning to financial materiality as the guidepost for disclosure standards and maintaining a focus on the quality and reliability of material information.  The Commissioner reminded the audience that while there were areas in which the disclosure framework might be enhanced, the SEC was not a merit regulator—it does not make decisions on whether an investment is appropriate for investors or function as a “chaperone” guiding investors along a path toward making prudent choices.  He reiterated that the agency’s “mandate is rooted in disclosure rather than subjective qualitative assessments.”

Commissioner Uyeda noted that the review of Regulation S-K (we commented on Chair Atkins’ statement on the Regulation S-K review on this blog) provided an opportunity to simplify and streamline rules with a view to identifying areas for improvement.  He identified a number of possibilities:

  • Item 404 with respect to transactions with related persons, as to which the de minimis $120,000 threshold might be reassessed or replaced with a principles-based approach to materiality; he noted the narrative description of company policies under subparagraph (b) could be replaced with a requirement for companies to file their policies or make them readily available on their websites;
  • Item 106 could be streamlined to simplify the narrative disclosures of cybersecurity policies and governance oversight;
  • Item 701 and disclosure of unregistered transactions and the corresponding Form 10-K item, requiring a 3-year look-back for unregistered sales of securities by the registrant, could be eliminated or otherwise modified;
  • Item 201 for disclosures of the number of security holders and performance graphs could be simplified or eliminated; and
  • The mine safety disclosures could be reviewed for possible simplification.

In addition, the Commissioner noted the utility of applying more broadly a scaled disclosure approach.  He pointed to the benefits associated with emerging growth company (EGC) status and the accommodations available to EGCs and noted it might be beneficial to consider extending that status for a period of time.  Also, it might be useful to revisit the definitions of key terms like EGC and “smaller reporting company” in order to assess whether these have been appropriately calibrated to tailor the disclosure requirements to the size, maturity and type of reporting company, all while maintaining investor protections.  Finally, he noted that expanding the use of registration statements on Form S-3 would alleviate challenges for smaller companies and provide more flexibility for follow-on offerings.  A number of these measures, which do not require legislation, are included within bills forming part of the INVEST Act, see our post. 

The full text of his remarks is available here.

The Securities and Exchange Commission recently announced that its Small Business Capital Formation Advisory Committee will host a public meeting on February 24, 2026.  The meeting will focus on potential regulatory improvements relating to “finders” who help companies raise capital in private transactions from accredited investors.  The Committee first began to consider possible guidance relating to “finders” at its July 22, 2025 meeting at which it deliberated on potential enhancements to the framework governing “finders” engaged in capital raising activities.

The Committee will also provide an overview of the Office of the Advocate for Small Business Capital Formation’s 2025 Staff Report, which reviews the state of capital raising activity for both small and emerging businesses as well as mature and later-stage businesses.  For additional discussion concerning the analyses in the Report and the trends discussed there, see our posts on the Report from January 13, 2026 and January 14, 2026.

Finally, the Committee will hear from experts and industry participants relating to the private secondary market as slower public markets have led investors to look to private transactions for liquidity.  For example, continuation funds and special purpose vehicles are increasingly as a means of providing liquidity for investors who seek to exit existing private investments.  In 2025, the private equity secondary market reached a record of more than $200 billion in transaction volume, with LP-led deals as the primary driver and GP-led activity, particularly continuation funds, close behind.  This portion of the discussion also will take up consideration of private company-sponsored tender offers and other company-sponsored liquidity programs.  Many private companies now offer their friends and family, angel investors, and especially employees opportunities to participate in organized company-sponsored liquidity programs.  Activity in these programs has remained high with participants like Nasdaq Private Markets reporting volumes of $12 billion through the third quarter of 2025 in structured liquidity programs.

For more information on the upcoming meeting, see the detailed agenda.

The Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) will hold a joint public event on Thursday, January 29, 2026 (rescheduled from Tuesday, January 27), at the CFTC Headquarters in Washington, D.C., to discuss harmonization of the regulatory approach taken by the agencies and U.S. leadership in the crypto era. The event is open to the public and will be webcast live on the SEC’s website. The program is expected to include remarks from both Chair Atkins and Selig and a moderated fireside chat.

This joint session is framed as part of broader efforts to align oversight of crypto markets and foster innovation “on American soil,” and may offer signals on areas of SEC-CFTC coordination relevant to trading venues, custody, and intermediaries.

The event will be streamed live on the SEC’s website. See the full agenda for additional information.

Webinar | February 5, 2026
9:00 a.m. – 9:30 p.m. EDT
Register here.

Insurance companies were active issuers of senior notes in 2025. In addition, insurance companies, including a number of first-time issuers, turned to P-CAPs transactions. P-CAPs offer flexibility for their issuers, which may be useful in addressing acquisition opportunities or in addressing volatile markets. Funding agreement backed note issuance reached record levels, raising some questions whether these elevated volumes are sustainable. European insurance issuance reached record highs with RT1 and T2 issuance leading, will demand for these instruments continue?