On April 10, 2026, five trade associations—the American Bankers Association, the Bank Policy Institute, SIFMA, the Independent Community Bankers of America, and the Institute of International Bankers—submitted a joint comment letter to the Securities and Exchange Commission in response to Chair Atkins’s request for comment on Regulation S-K.  The letter urges the SEC to rescind both Regulation S-K Item 106 and Form 8-K Item 1.05, adopted as part of the 2023 Cybersecurity Disclosure Rule, or to narrow significantly both requirements and provide explicit safe harbor protections for forward-looking cybersecurity disclosures.

The associations argue Item 106 puts outsized weight on one risk by creating a standalone, prescriptive disclosure requirement, which does not exist for any risk.  The letter notes that cybersecurity is one of many operational, legal, and strategic risks already subject to disclosure under Items 101, 103, 105, 303, and 407.  The associations also raise security concerns, arguing Item 106’s requirement to describe processes for assessing and managing cybersecurity threats compels disclosure of detail that could be exploited.  The associations also note that in practice, Item 106 has produced convergence in disclosures across registrants—similar boilerplate descriptions that fail to provide useful information yet still create security risks.

The letter includes criticism of Item 1.05, which mandates disclosure of material cybersecurity incidents within four business days of a materiality determination.  The associations identify several problems.  This compressed timeline forces public reporting while incidents are often still ongoing, diverting resources from incident response and limiting the ability to contain active threats before adversaries are alerted.  They also argue that the ability of the Attorney General to create a disclosure delay should a determination be made that disclosure would pose a substantial risk to national security or public safety is too narrow as a delay mechanism and too complex to function effectively.  Additionally, because Item 1.05 disclosures are filed rather than furnished, these carry potential liability under the Securities Act and Exchange Act, creating risk of securities class actions based on incomplete early disclosures.  The associations believe that this disclosure requirement ultimately creates an environment of premature disclosure and less decision-useful information being provided to investors.

The associations emphasize that rescinding these requirements would not leave investors unprotected.  Registrants would continue to disclose material cybersecurity risks and incidents under the existing Regulation S-K framework, additional SEC guidance, and Item 8.01 of Form 8-K, while Regulation FD would ensure that material nonpublic information is not selectively disclosed.  If rescission is not possible, the associations propose narrowing the definition of “cybersecurity incident” to align with the prudential banking agencies’ Computer-Security Incident Notification Rule, which limits reportable incidents to those resulting in “actual harm” and material disruption.  They also believe the definition of “information systems” should be narrowed and clarified to address only systems within the registrant’s control, and that the required disclosures under Item 106 should be streamlined to focus on how registrants integrate cybersecurity risk into enterprise risk management and strategy, rather than inventorying specific processes.  If neither Item 106 nor Item 1.05 is rescinded, the associations ask for explicit safe harbor protection for forward-looking cybersecurity disclosures under Section 27A of the Securities Act and Section 21E of the Exchange Act.

Cybersecurity disclosure may be heading back to what the associations describe as a “materiality-centered, principles-based framework,” and public companies and their advisers should continue to monitor this closely.  For more information, see the full letter here.

On April 10, 2026,the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (the “No-Action Letter”) in response to an incoming letter submitted on behalf of the Bank of England (the “Incoming Letter”), which addresses the application of certain provisions of the U.S. Securities Act of 1933 (as amended, the “Securities Act”) to the exchange of securities in a UK bail-in scenario.  SEC Chair Paul Atkins also issued a statement addressing this development and directing the Division to prepare a rulemaking recommendation to the SEC regarding a potential exemption from the Securities Act registration requirements for securities issued in connection with a regulatory bail-in.

The Incoming Letter sought the Staff’s confirmation that, if the Bank of England (the “BoE”) were to direct the exchange of Bail-In Securities (as defined below) for ordinary shares (or the net proceeds thereof) in a failed or failing UK bank or designated investment firm (a “Firm”) as part of such Firm’s exit from resolution without registration under the Securities Act, the Staff would not recommend that the SEC take enforcement action.  Bail-in securities are a type of financial instrument issued by bank holding companies or banks that qualify as regulatory capital.  Depending on the particular applicable resolution scheme, should a bank fail or become likely to fail, the banking agency or prudential regulator with resolution authority may exercise its bail-in powers (in combination with other resolution tools) to write down or convert, directly or indirectly, the bank’s bail-in securities, and if needed, other unsecured liabilities of the failed institution, into equity or other securities (such process, a “Bail-In”).  Bail-Ins are intended to allow a resolution authority to recapitalize a failing financial institution without relying on taxpayer funds. 

In the immediate post-financial crisis period, it was clear that securities that were subject to bail-in should not raise any US securities law issues, given that there is no “investment decision” being made by the holder of the security (no “sale”) that is the subject of bail-in—be it a “write down,” a conversion from debt to equity, or otherwise.  Unfortunately, things appear to have gotten muddled by statements made following the failure of Credit Suisse and discussions relating to an attempted write down of that bank’s Additional Tier 1 capital securities.  Also, there followed a 2023 Financial Stability Board report that discussed the SEC’s concerns regarding a Bail-In process, which suggested, in several footnotes, that there was a lack of clarity regarding securities regulatory matters.

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On April 17, 2026, the Securities and Exchange Commission (SEC) approved with immediate effectiveness the New York Stock Exchange’s (NYSE) proposed rule change (SR-NYSE-2026-17) that allows tokenized securities to be listed and traded on the NYSE.  The NYSE rule would integrate blockchain-based representations of traditional stocks and ETFs into its existing trading infrastructure.  Like Nasdaq’s rule, about which we previously blogged, the NYSE’s rule also builds on the Depository Trust Company’s (DTC) tokenization pilot program (see our alert), which received SEC staff no-action relief in December 2025.  Under the NYSE rule, securities eligible for tokenization are limited to Russell 1000 constituents at service launch (plus subsequent additions, notwithstanding removals) and ETFs tracking major indices, such as the S&P 500 and Nasdaq-100.

The NYSE rule would allow members to trade eligible securities in tokenized form with substantively identical mechanics as the Nasdaq rule.  Tokenized and conventional shares would trade on the same order book with the same execution priority, share the same CUSIP, and settle T+1 through DTC.  Member organizations flag a tokenization preference at order entry, specifying blockchain and wallet address, and DTC tokenizes or de-tokenizes the entitlement post-settlement.  If there is an issue with eligibility or the selected blockchain or wallet, the trade simply settles in conventional form.

The filing is one prong of the NYSE’s broader tokenization strategy, which separately includes plans for a dedicated trading venue that would enable 24/7 operations, instant settlement, orders sized in dollar amounts and stablecoin-based funding.  The NYSE will notify members at least 30 calendar days before tokenized trading goes live on the exchange.

For more information, see NYSE’s proposed rule change here and SEC’s approval release here.

On April 16, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued an exemptive order granting relief for certain tender offers from the requirement that such offers remain open for at least 20 business days.  In response, in part, to technological improvements, and consistent with previous relief from this requirement, the Division issued the exemptive order in furtherance of the SEC’s investor protection goals.

Specifically, the exemptive order permits fixed-price cash tender offers for equity securities that (i) are subject to either Regulation 14D or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) meet the below criteria, as applicable, to remain open for a minimum offering period of 10 business days:

  • tender offers subject to Regulation 14D must meet the following: (i) the offer is made pursuant to a negotiated merger or similar agreement between the subject company and the offeror, (ii) the offer is made for all outstanding securities of the subject class, and (iii) a Schedule 14D-9 is filed on the first business day following the date of commencement of the tender offer; 
  • tender offers subject to Rule 13e-4 must be for less than all outstanding securities of the subject class; 
  • the tender offer is not subject to Rule 13e-3 or made in reliance on the cross-border exemptions in Rules 14d-1(d) or 13e-4(i) under the Exchange Act; 
  • the subject securities are not the subject of previously-announced tender offer by another offeror.  If another tender offer is subsequently announced, the initial offer must be extended to be open for at least 20 business days from original commencement date; 
  • certain detail regard the tender offer terms, along with an active hyperlink to the tender offer materials, must be made publicly available on the date of offer commencement; and
  • certain changes in the amount of subject securities sought in the tender offer, a change in the tender offer consideration or a material change in the tender offer terms must be publicly announced, subject to certain timing requirements.

The Division also granted similar exemptive relief for fixed-price cash tender offers for equity securities of non-reporting companies, i.e., those that do not have a class of securities registered under Section 12 of the Exchange Act and are not required to file reports pursuant to Section 15(d) of the Exchange Act.  By way of background, tender offers by such companies are subject to Regulation 14E, despite the fact that they are not generally subject to the reporting requirements of the Exchange Act, leading to a requirement that tender offers generally remain open for 20 business days.  The Division’s exemptive order allows tender offers described above to remain open for a minimum offering period of 10 business days, subject to the following:

  • the tender offer is a self-tender made by the issuer of the subject securities or by the issuer’s wholly-owned subsidiary for such securities; and
  • certain changes in the amount of subject securities sought in the tender offer, a change in the tender offer consideration or a material change in the tender offer terms must be publicly announced, subject to certain timing requirements. 

The Division noted that all tender offers remain subject tothe anti-fraud and anti-manipulation provisions of the federal securities laws, and that offerors must comply with all applicable provisions of the federal securities law when conducting a tender offer.

Read the exemptive order here.

On April 2, 2026, the Financial Industry Regulatory Authority (“FINRA”) Investor Education Foundation (the “Foundation”) published a brief (the “Brief”) examining the demographic characteristics, investment knowledge and fraud vulnerabilities of retail investors who reported using social media to inform their investing decisions or making investing decisions based on the recommendation of social media personalities dispensing financial advice, or “finfluencers.”

The Brief found that finfluencer followers are predominantly younger, male, hold lower portfolio values and are more likely  from U.S. racial demographic minorities than investors who do not rely on these channels.  Nearly half of social media users relying on finfluencers agreed that “people like me aren’t usually investors,” suggesting these platforms may be drawing in market participants who might otherwise remain on the sidelines.  A central finding of the Brief is a pronounced “knowledge-confidence gap” among finfluencer followers.  This group scored lower on objective investment knowledge tests while simultaneously rating their own subjective knowledge higher.  This pattern of overconfidence, the Brief notes, appears related to economically meaningful outcomes, particularly with respect to fraud susceptibility and victimization.

The Brief concluded that social media’s role in investing presents both potential costs and benefits.  These platforms appear to be successfully engaging a new, more diverse population of investors and fostering community and educational content.  Social media users reported significantly stronger non-monetary motives for investing, including entertainment, social activity and supporting personal values, including environmental, social and corporate governance issues.  However, the combination of lower objective knowledge, higher subjective confidence and demonstrated fraud vulnerability raises concerns.  Broker-dealers focusing on retail investors should take note of the fraud vulnerability data as regulators – including FINRA –sharpen their focus on social-media-driven investment activity, making proactive compliance measures and supervisory procedures around digital marketing and influencer engagement increasingly critical.  Read the Foundation’s full Brief here.

On March 30, 2026, the Financial Industry Regulatory Authority (FINRA) proposed amendments to its rules imposing restrictions on the purchase and sale of equity securities offered in initial public offerings (IPOs) (Rule 5130) and new issue allocations and distributions (Rule 5131) to exempt specified collective trust funds (CTFs) from the rules’ prohibitions.

CTFs (also known as collective investment trusts, or CITs) are bank-maintained pooled investment vehicles that generally consist of assets of one or more employer-sponsored benefits or retirement plans, government plans, or church plans. CTFs serve as an investment option for such plans, performing the same investment pooling function, among other similarities, as registered investment companies (RICs).

Currently, CTFs are not categorically exempt from Rules 5130 and 5131. Unlike RICs and common trust funds (another vehicle used by banks for collective investment of money on behalf of accounts for which the bank or a third party acts as fiduciary), which are both exempt from the new issue allocation restrictions set forth in Rules 5130 and 5131, CTFs would typically be required to represent that they are eligible to purchase new issues, including IPO securities. Due to the size and operational structure of CTFs, which often include investments from various pooled assets across multiple beneficial owners, FINRA has recognized that compliance may not always be feasible. The proposed changes to Rule 5130 would expand the pool of investors that can participate in IPOs by creating a categorical exemption for CTFs under new paragraph (c)(13), treating such funds similarly to RICs and common trust funds. The proposed modifications to Rule 5131 would likewise permit IPO allocations to exempt CTFs.

The proposed exemption would apply to a CTF if it satisfies two requirements: (1) the fund has investments from 1,000 or more plan participants and beneficiaries of one or more employee retirement benefits plans; and (2) the fund was not formed or maintained for the specific purpose of permitting restricted persons to invest in new issues.  The contemplated amendments seek to allow CTFs to more easily diversify their portfolios into IPOs, expand the pool of investors in IPO markets, and promote capital formation. Comments on the proposal must be submitted on or before 21 days from publication in the Federal Register, and, if approved, the amendments could go into effect by year-end. A link to the text of the proposed rule is available here.

Webinar | April 22, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

As mature private companies grow larger and more complex, a sophisticated investor relations strategy becomes essential. Clear, differentiated communications, paired with strong media visibility, can help strengthen reputational capital and even influence market valuation as companies move toward a liquidity event.

Join Solebury Strategic Communications and Mayer Brown for a practical discussion on how high growth private companies can prepare for the public markets. We’ll cover:

  • Building an effective pre-IPO IR strategy
  • Distinguishing your IR website from consumer-facing content
  • Establishing a consistent communications cadence
  • Understanding safe harbors and key securities law considerations
  • Maximizing non-deal roadshows and investor outreach
  • Transitioning to an IPO-ready communications approach

A rulemaking petition filed recently highlights the need to address the communications safe harbors.  The Securities and Exchange Commission has not reviewed the rules and regulations relating to social media under the securities laws since 2000. The last comprehensive review of the rules relating to offering related communications and safe harbors was Securities Offering Reform, which now was over 20 years ago.  Since then, there have been modest changes to the communications rules, principally in connection with exempt offerings and the JOBS Act.  The petition notes that, in some respects, the communications rules are more liberal in the case of offerings made pursuant to Regulation Crowdfunding (CF) and Regulation A offerings than in connection with testing-the-waters communications in the context of SEC registered offerings.

The petition requests that the SEC take action to amend Rule 163B to expand the class of permitted test-the-waters investors, which now includes only qualified institutional buyers and institutional accredited investors, so that, at a minimum, accredited investors might be included.  The petition suggests that if the categories of persons were to be expanded, then, written test-the-waters materials should include a brief legend noting that no offer to sell is being made and no allocation commitment exists.  In addition, the petition requests that Rule 169, the safe harbor relating to regularly released factual business information, be amended to (1) broaden its application to communications during registered offerings, (2) clarify that the safe harbor applies to digital and social media communications, and (3) harmonize the safe harbor with the communications standards applicable under Regulation A and Regulation CF that allow issuers to communicate freely with prospective retail investors while undertaking registered offerings.  Finally, the petition requests that the SEC issue interpretive guidance confirming that the SEC’s policy judgments permitting retail solicitation in Regulation CF, Regulation A, and Rule 506(c) offerings apply to IPOs. Access the full rulemaking petition.

Webinar | April 7, 2026
1:00 p.m. – 2:00 p.m. ET
Register here.

Join Mayer Brown partner Larry Hamilton as he provides an overview of current investment-related initiatives by the National Association of Insurance Commissioners (NAIC) which will affect a range of structured products and other investments, including repacks, for US insurance companies.

Earlier this month, the Commodity Futures Trading Commission (“CFTC”) and Major League Baseball (“MLB”) entered into a Memorandum of Understanding (“MOU”) establishing a formal framework for cooperation, information sharing, and coordination on matters affecting the integrity of the prediction markets related to professional baseball.  The MOU does not create any legally binding obligations or enforceable rights, but it is notable as the first formal bilateral arrangement between a federal market regulator and a major professional sports league.  The MOU addresses the intersection of derivatives trading and athletic competition.  The CFTC exercises authority to protect market participants from fraud, manipulation, and other abuses, while MLB seeks to protect the integrity of and public confidence in the sport. 

At an operational level, the CFTC and MLB have designated representatives to meet regularly to discuss issues impacting the integrity of professional baseball and related prediction markets, and share information.  The CFTC may only use MLB-sourced information in connection with its statutory responsibilities, while MLB may only use CFTC-sourced information to protect the integrity and public confidence in professional baseball. 

The practical implications are worth noting.  The MOU may suggest that the CFTC views sports-related prediction market integrity as a component of its regulatory mission.  Participants in prediction markets listing baseball event contracts should expect that the CFTC now has a materially enhanced information pipeline on game integrity issues, with the ability to cross-reference trading patterns against MLB’s internal investigations on a near real-time basis.  Other leagues and exchanges may soon take note and take similar action to preserve the integrity of their respective products.  Read the CFTC and MLB’s press release.