United States: Securities

This Advisory is a companion to our June 2026 Advisory on the proposed rule (Docket No. USDA-2026-0001; RIN 0560-AI70) published by the U.S. Department of Agriculture (USDA) on June 25, 2026, that would, if finalized in its current form, make significant changes to the Agricultural Foreign Investment Disclosure Act (AFIDA). Here, we focus more closely on the proposed expanded definition of “foreign persons” subject to filing requirements under AFIDA.

Recent court decisions demonstrate that AI-related securities litigation claims are being evaluated through established Private Securities Litigation Reform Act frameworks rather than novel legal theories. WilmerHale attorneys analyze two 2026 cases showing how courts require plaintiffs to identify specific, verifiable AI statements and plead contemporaneous contradictory facts to survive dismissal motions.

On July 9, 2026, the Staff of the SEC’s Division of Corporation Finance issued several new Corporation Finance Interpretations (CFIs) concerning various topics under the Securities Exchange Act of 1934.

The US Securities and Exchange Commission's Division of Corporation Finance has issued new interpretations addressing disclosure requirements for activist investors and proxy solicitations. These interpretations clarify when investors in special purpose entities must be disclosed in Schedule 13D filings and proxy statements, and provide guidance on the treatment of total return swaps for beneficial ownership purposes.

FINRA released an independent review of its Enforcement Program with 24 recommendations addressing governance, due process, transparency, and sanctions. The report provides insights that member firms can use to advocate for more efficient investigations, lower penalties anchored to NAC Sanction Guidelines, meaningful cooperation credit, and relief from overbroad Rule 8210 requests. Key recommendations include a five-year limitations period and structured engagement at the referral stage that could reshape l

The SEC Staff has issued new guidance addressing critical questions in shareholder activism, including when cash-settled derivatives trigger beneficial ownership reporting, what disclosures activist funds must make about their investors, and who qualifies as a participant in proxy contests. These interpretations clarify long-standing ambiguities around total return swaps, activist fund structures, and proxy solicitation financing.

A&O Shearman's Texas-based securities litigation team examines the evolving landscape of federal securities litigation in the Fifth Circuit during Q2 2026. The quarterly report analyzes new class action filings, settlements, trial developments, and significant pleading stage opinions affecting public companies and financial institutions operating in the region.

A federal court dismissed a securities fraud class action against a payment technology company, finding that plaintiffs failed to adequately demonstrate that alleged misstatements about routing volume caused the stock price decline following DOJ antitrust disclosures. The court held that expert opinions cannot substitute for well-pleaded facts when establishing loss causation, and that a 6.6% price drop followed by quick recovery was insufficient to support the claim.

The SEC's Division of Corporation Finance has issued a new exemptive order allowing qualifying tender or exchange offers for non-convertible debt securities to remain open for just five business days instead of the standard 20-day period. This order supersedes previous relief from 2015 and expands the conditions under which issuers can utilize abbreviated offering periods. The relief aims to address market inefficiencies and reduce exposure to interest rate fluctuations while maintaining investor protection