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The SEC has proposed the first comprehensive update to the rules governing registered transfer agents in four decades, citing the need to address risks from technology and the expanded role of these market intermediaries. The proposed rules would introduce significant new compliance burdens, including a first-ever requirement for all transfer agents to establish, maintain, and enforce a board-approved written compliance program. A new rule would also directly regulate the process for placing and removing restrictive stock legends—a frequent subject of SEC enforcement actions—and would create a safe harbor for agents who obtain an appropriate legal opinion or conduct their own documented analysis. Further amendments aim to modernize requirements for cybersecurity, business continuity planning, and electronic recordkeeping. Transfer agents and the issuers who rely on them should evaluate their current procedures against the proposal and consider submitting comments by the November 3, 2026, deadline.

In Sripetch v. SEC, the U.S. Supreme Court unanimously held that the Securities and Exchange Commission may obtain disgorgement of a defendant's ill-gotten gains without proving that investors suffered a corresponding financial loss. Writing for the Court, Justice Gorsuch grounded the decision in traditional equitable principles, explaining that disgorgement is measured by the wrongdoer's gain, not the victim's loss. The ruling resolves a circuit split in the SEC's favor, preserving a powerful enforcement tool used to recover billions annually and foreclosing a key defense in cases like market manipulation or pump-and-dump schemes where proving investor harm is difficult.

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The U.S. Securities and Exchange Commission and the Food and Drug Administration entered into a Memorandum of Understanding on August 31, 2026, to formalize and enhance cooperation and information sharing. The agreement establishes a direct channel for the agencies to exchange non-public information, increasing the likelihood that the SEC will scrutinize company disclosures against data submitted to the FDA.

For sophisticated counsel and their clients in the life sciences, pharmaceutical, and medical device sectors, this signals a heightened risk of enforcement actions. Discrepancies between statements to investors and filings with the FDA regarding clinical trials, regulatory approval status, or product safety could become a primary source for SEC investigations. The agencies have created dedicated points of contact to streamline the process. FDA-regulated public companies should immediately review their disclosure controls and procedures to ensure consistency and accuracy across all regulatory and financial reporting. Counsel should monitor for an expected increase in SEC filing r

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In Sripetch v. SEC, the U.S. Supreme Court unanimously held that the Securities and Exchange Commission may obtain disgorgement of a wrongdoer's profits without proving that investors suffered any corresponding financial loss. The opinion by Justice Gorsuch, grounded in traditional equitable principles, reasoned that disgorgement is a gain-based remedy measured by the defendant's unjust enrichment, not a loss-based remedy designed to compensate victims. The ruling resolves a circuit split in the agency's favor and significantly strengthens its enforcement powers, particularly in cases like market manipulation or unregistered offerings where proving direct investor loss is difficult. While the decision solidifies a key SEC remedy, a concurrence from Justice Thomas forcefully argued that congressional amendments may have converted disgorgement into a legal remedy. This would trigger the Seventh Amendment right to a jury trial in SEC enforcement actions seeking the remedy, a question that is already the subject of a circuit split and is likely to return to the Court. Counsel for defen

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The US Securities and Exchange Commission has released a proposed 'Regulation Crypto Assets,' its first formal rulemaking designed to establish a regulatory framework for offerings of investment contracts tied to crypto assets. The proposal introduces two new exemptions from Securities Act registration: a 'Startup Exemption' for offerings up to $5 million over four years and a 'Fundraising Exemption,' modeled on Regulation A, for offerings up to $75 million annually.

This development is critical for an industry that has long navigated legal uncertainty and SEC enforcement actions based on doctrines established long before digital assets existed. The proposed rules would provide clearer pathways for capital formation, with tailored, principles-based disclosure requirements. A key feature is a conditional safe harbor that would deem an investment contract to have ceased to exist once the issuer fulfills its essential managerial promises, potentially providing a long-sought regulatory off-ramp for projects that become sufficiently decentralized.

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The Securities and Exchange Commission is recalibrating its enforcement program, shifting from a high volume of cases to fewer, more targeted actions. This 'back to basics' approach prioritizes core issues like financial fraud, market manipulation, and insider trading over technical compliance matters. Underscoring this change, the agency in August 2026 created a new Financial Reporting and Accounting Unit within its Enforcement Division specifically to pursue complex accounting and auditing misconduct.

This strategic pivot means the SEC is dedicating expert resources to building stronger, more significant cases in areas of fundamental risk for public companies. Boards and senior management face heightened scrutiny over financial controls, internal reporting, and auditing processes, as recent settlements involving accounting irregularities and inadequate materiality analyses demonstrate. The new specialized task force signals that accounting-related conduct will be a top enforcement priority, likely leading to more sophisticated investigations.

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On August 5, 2026, the SEC announced formation of a dedicated Financial Reporting and Accounting Unit within its Division of Enforcement. The new unit merges resources previously dispersed across headquarters and regional offices, concentrating subject-matter expertise on public-company accounting, financial reporting, disclosures, internal controls, and auditor-engagement failures. Enforcement Director David Woodcock has identified financial-reporting matters as a priority, and Chairman Paul Atkins has framed the move as consistent with refocusing SEC enforcement on its core mission. The unit's scope is expected to reach beyond traditional accounting fraud into non-GAAP measures, revenue recognition, channel stuffing, inventory management, and disclosure controls, with heightened scrutiny of audit firms and executive certifications. Counsel advising boards, audit committees, and disclosure committees should expect increased investigative activity and should review internal controls, materiality analyses under SAB 99, risk-factor and MD&A disclosures, and whistleblower procedures, wh

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The SEC's Division of Enforcement has formally established a Financial Reporting and Accounting Unit, consolidating and elevating its focus on suspected accounting fraud, financial reporting irregularities, and broader misconduct in the accounting and auditing profession. The unit, led by Timothy Zimmerman (formerly deputy GC at RSM US and a Gibson Dunn alumnus), reports to Principal Deputy Director Osman Nawaz and will be staffed by attorneys and accountants working across SEC divisions. Director Woodcock, who previously chaired the Financial Reporting and Audit Task Force, framed the move as an expansion of existing enforcement priorities. For public companies, the practical implications are immediate: periodic-report financial reviews, internal controls over financial reporting (ICFR), and complaint-handling protocols warrant fresh attention. Audit committees and CFOs should expect more frequent and granular inquiries, particularly around revenue recognition, reserves, segment reporting, and auditor independence. Companies should also reassess whistleblower intake and document-ret

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The U.S. Securities and Exchange Commission (SEC) has formally established a dedicated Retail Fraud Working Group focused on enforcing securities laws against misconduct targeting retail investors. The group will prioritize cases involving offering fraud, market manipulation, and violations of broker-dealer and investment adviser fiduciary duties. This signals a clear uptick in SEC enforcement attention on retail-facing investment activities. In-house counsel for affected financial services firms should review current compliance protocols for retail product offerings, adviser and broker conduct monitoring, and marketing materials to ensure alignment with SEC expectations, and update relevant staff training to mitigate enforcement risk.