United States: Corporate and Company Law

On September 17, 2026, the Securities and Exchange Commission (the “SEC”) issued an order designed to facilitate onchain trading of tokenized National Market System (“NMS”) stocks through a new category of trading venue, a Tokenized Securities Venue (“TSV”).[1] The so-called “Innovation Exemption” permits TSVs that meet certain specified conditions to trade tokenized NMS stock using permissioned automated market makers and liquidity pools[2] (together, “AMM Liquidity Pools”) and grants a five-year, conditional exemption to TSVs from the definition of “exchange” under the Securities Exchange Act of 1934 (the “Exchange Act”). The Innovation Exemption also grants a five-year, conditional exemption from the definition of “dealer” under the Exchange Act to liquidity providers in an AMM Liquidity Pool used by a TSV.

This alert is a part of a series discussing efforts the federal government is taking to modernize the Bank Secrecy Act. Foley Hoag LLP will continue to track and discuss further developments.

Enterprise AI creates legal risk throughout the AI lifecycle, beginning before deployment. Model selection, data pipelines, vendor relationships, AI-generated outputs, consequential decision-making, contracts, and governance can create intellectual-property, privacy, confidentiality, contractual, regulatory, and liability exposure. Artificial intelligence is rapidly reshaping real-money gaming, but its value proposition is inseparable from regulatory risk.

On September 18, 2026, U.S. Customs and Border Protection (CBP) began enhanced enforcement of importer of record (IOR) identity data on CBP Form 5106. CBP announced the enforcement program in a general notice published in the Federal Register. Accuracy of Importer of Record Data Submitted to CBP, 91 Fed. Reg. 53,627, 53,627 (Aug. 19, 2026). This notice states CBP’s enforcement position; it is not a new regulation and does not add new Form 5106 data elements. The enforcement includes immediate voiding of IOR numbers when CBP determines the data is inaccurate or incomplete. A voided number is “invalid for any purpose,” including entering merchandise.

When structuring an earnout in a middle-market M&A transaction, the choice between gross revenue and EBITDA as the underlying metric can determine whether the deal creates value or triggers post-closing disputes. Each metric measures fundamentally different aspects of financial performance and carries distinct legal and operational risks that both buyers and sellers must carefully navigate.

The Texas Business Court addressed whether parties could circumvent an existing district court receivership by filing a new action in the Business Court. In Parker v. Lynzara-Austin Real Estate Management, LLC, Judge Stacy Rogers Sharp examined the jurisdictional boundaries between the Business Court and district courts when a receivership is already in place, clarifying the scope of exclusive jurisdiction under Texas law.

The Securities and Exchange Commission (SEC) relies heavily on circumstantial evidence when building an insider trading case. Defending against an SEC insider trading investigation requires analyzing the exact evidentiary factors the SEC uses to establish liability, identifying weaknesses in the Division of Enforcement’s calculus, and establishing an alternative, credible explanation for the trades before formal charges are filed.

There are few legal situations that create more stress and uncertainty for investors, corporate insiders, pharma employees, investment bankers, or securities professionals than learning that securities regulators are investigating you for insider trading. Federal regulators, including the SEC and DOJ, aggressively pursue insider trading cases, and that historical trend appears to be continuing without pause.

Short answer: The U.S. Securities and Exchange Commission (SEC) can obtain email metadata and account information without your knowledge—but generally cannot access the actual content of your emails without a criminal search warrant, which it does not have the legal authority to issue.