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Securities Law
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For inhouse counsel, CFOs, CCOs, and financial professionals: daily news and analysis covering securities law, regulation, and related legal matters.

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IRS Serves Foreign Securities Lenders “Borrow Fee” Guidance for Thanksgiving
IRS Serves Foreign Securities Lenders “Borrow Fee” Guidance for Thanksgiving
The existing income sourcing rules do not currently address the source of “borrow fees,” i.e., fees paid by securities borrowers to securities...
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November 21, 2025 at 7:39 AM
CSA Propose Amendments to Non-GAAP Financial Measures Disclosure
CSA Propose Amendments to Non-GAAP Financial Measures Disclosure
The Canadian Securities Administrators (“CSA”) published for comment proposed amendments (the “Proposed Amendments”) to National Instrument...
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November 21, 2025 at 7:37 AM
SEC Commissioner Uyeda Provides Update on Implementation of U.S. Treasury Clearing Rules
SEC Commissioner Uyeda Provides Update on Implementation of U.S. Treasury Clearing Rules
At the recent 2025 U.S. Treasury Market Conference, Securities and Exchange Commission (“SEC”) Commissioner Mark T. Uyeda provided an update on...
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November 21, 2025 at 7:33 AM
Avoiding the Whistleblower Pitfall: Updating Agreements Before Regulators—or Plaintiffs—Do It for You
Avoiding the Whistleblower Pitfall: Updating Agreements Before Regulators—or Plaintiffs—Do It for You
Even before a whistleblower claim is made, some companies have learned that well-intentioned agreements, like employment, separation, or...
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November 21, 2025 at 7:20 AM
SEC Division of Corporation Finance Announces Major Changes to Rule 14a-8 Shareholder Proposal Process
SEC Division of Corporation Finance Announces Major Changes to Rule 14a-8 Shareholder Proposal Process
The US Securities and Exchange Commission’s Division of Corporation Finance announced it will no longer express views on most no-action requests...
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November 21, 2025 at 7:08 AM
Post-IPO Governance: What the Data Reveals About Life After Listing
Post-IPO Governance: What the Data Reveals About Life After Listing
Heading into an initial public offering (IPO), companies spend significant time considering board and committee composition, capital structures,...
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November 20, 2025 at 11:07 PM
SEC Enforcement Activity: Public Companies and Subsidiaries
SEC Enforcement Activity: Public Companies and Subsidiaries
Since 2016, Cornerstone Research and the NYU Pollack Center for Law & Business have collaborated on the Securities Enforcement Empirical Database...
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November 20, 2025 at 9:14 PM
IRS Issues Revenue Procedure 2025-31 – Safe Harbor for Trusts Staking Digital Assets
IRS Issues Revenue Procedure 2025-31 – Safe Harbor for Trusts Staking Digital Assets
Revenue Procedure 2025-31 establishes a safe harbor that permits exchange-traded products (ETPs) that are organized as trusts and that hold...
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November 20, 2025 at 9:10 PM
The Role of Delaware Legal Opinions in Today’s Corporate Transactions
The Role of Delaware Legal Opinions in Today’s Corporate Transactions
In commercial transactions, legal opinions often serve as both a risk-allocation device and a due diligence tool. Among the states, Delaware...
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November 20, 2025 at 9:10 PM
Strengthening Compliance: Lessons from Recent Regulatory Administrative Fines
Strengthening Compliance: Lessons from Recent Regulatory Administrative Fines
The Cayman Islands has witnessed a continuous increase in the number of administrative fines handed down by the Cayman Islands Monetary Authority...
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November 20, 2025 at 9:08 PM
California Update: Implementation of SB 261 Paused Pending Appeal
California Update: Implementation of SB 261 Paused Pending Appeal
On Tuesday, November 18, the U.S. Court of Appeals for the Ninth Circuit  paused implementation of California’s Senate Bill 261, the...
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November 20, 2025 at 9:07 PM
Mind the Bot: FMLC Issues Report on AI in Wholesale Financial Markets
Mind the Bot: FMLC Issues Report on AI in Wholesale Financial Markets
The report covers the private law issues that may arise when firms use AI to assist, or directly execute, market activities.
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November 20, 2025 at 8:25 PM
Take No-Action: SEC Will Not Respond to Majority of No-Action Requests During 2026
Take No-Action: SEC Will Not Respond to Majority of No-Action Requests During 2026
On November 17, 2025, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it will largely stop...
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November 20, 2025 at 8:11 PM
Venetian Commerce to Section 101: Federal Circuit Affirms Commodity Exchange Ineligibility
Venetian Commerce to Section 101: Federal Circuit Affirms Commodity Exchange Ineligibility
The U.S. Court of Appeals for the Federal Circuit's decision in In re Healy offers another data point in the ongoing challenge of patenting...
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November 20, 2025 at 7:43 PM
Fraud Leaves a Trail: How Forensic Accounting and Digital Investigations Expose Financial Misconduct
Fraud Leaves a Trail: How Forensic Accounting and Digital Investigations Expose Financial Misconduct
The term “forensic accounting” is often misused and misunderstood. Tell someone you are a forensic accountant, and the response typically is,...
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November 20, 2025 at 7:40 PM
Ninth Circuit Enjoins Enforcement of California Climate Disclosure Law SB 261
Ninth Circuit Enjoins Enforcement of California Climate Disclosure Law SB 261
On November 18, 2025, the U.S. Court of Appeals for the Ninth Circuit granted an injunction blocking enforcement of SB 261, the California law...
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November 20, 2025 at 7:19 PM
Americas M&A Newsletter Fall 2025
Americas M&A Newsletter Fall 2025
Activist campaigns have become an increasingly common strategy for investors seeking to unlock shareholder value. M&A and other...
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November 20, 2025 at 7:19 PM
SEC’s ‘Project Crypto’ – Chairman Atkins Outlines Regulatory Vision
SEC’s ‘Project Crypto’ – Chairman Atkins Outlines Regulatory Vision
On November 12, 2025, at the Federal Reserve Bank of Philadelphia, Securities and Exchange Commission (SEC) Chairman Paul Atkins delivered a...
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November 20, 2025 at 6:57 PM
SEC Chairman Prioritizes Public Offering Reforms; Trump Signals Renewed Scrutiny of Proxy Advisers
SEC Chairman Prioritizes Public Offering Reforms; Trump Signals Renewed Scrutiny of Proxy Advisers
Recent developments indicate a dual focus on regulatory reform for public companies, with the SEC Chairman Paul Atkins prioritizing public...
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November 20, 2025 at 6:56 PM
State Regulators Announce Enforcement Priorities
State Regulators Announce Enforcement Priorities
On October 16, the North American Securities Administrators Association (NASAA) published the enforcement priorities for state securities...
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November 20, 2025 at 6:52 PM
FINRA Case Involving Gifts and Entertainment
FINRA Case Involving Gifts and Entertainment
On October 21, the Financial Industry Regulatory Authority (FINRA) filed a settled enforcement action involving allegedly improper gifts and...
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November 20, 2025 at 6:34 PM
SEC Chairman outlines preliminary digital asset taxonomy under Project Crypto
SEC Chairman outlines preliminary digital asset taxonomy under Project Crypto
On November 12, 2025, SEC Chairman Atkins delivered remarks previewing how the Securities and Exchange Commission may seek to categorize digital...
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November 20, 2025 at 6:06 PM
SEC Announces It Will Not Review Most 14A-8 Shareholder Proposal No-action Letters for Next Proxy Season
SEC Announces It Will Not Review Most 14A-8 Shareholder Proposal No-action Letters for Next Proxy Season
On November 17, 2025, the Division of Corporation Finance staff of the SEC (“Division”) announced that, due to resource constraints...
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November 20, 2025 at 5:43 PM
Understanding the Benefits and Burdens of Rollover Equity in a Practice Sale
Understanding the Benefits and Burdens of Rollover Equity in a Practice Sale
When a professional practice sells its business the buyer often pays part of the purchase price in the form of “rollover equity” rather than...
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November 20, 2025 at 4:49 PM
CPMI and IOSCO report and proposed guidance on FMIs' general business risk and losses management
CPMI and IOSCO report and proposed guidance on FMIs' general business risk and losses management
The BIS Committee on Payments and Market Infrastructures (CPMI) and the International Organization of Securities Commissions (IOSCO) have...
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November 20, 2025 at 4:35 PM