Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

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Scott Gootee

Scott focuses on mergers and acquisitions, offerings of equity and debt securities, and corporate and securities law matters. His deal list includes notable and game changing transactions that move business forward.

The Division of Corporation Finance (the Division) of the Securities and Exchange Commission (SEC) announced its complete exit from the shareholder proposal review process and formally signaled its intention to rescind Exchange Act Rule 14a-8.

On August 14, 2026, the Division issued an Updated Statement regarding the Division’s role in the Rule 14a-8 process…

On August 18, 2026, the Securities and Exchange Commission (SEC) proposed Regulation Crypto Assets, a new registration-exempt offering framework designed specifically for crypto assets. The proposal would create two exemptions from Securities Act registration; a conditional safe harbor under which a crypto asset would no longer be treated as a security; and preemption of…

By Scott Gootee, Eric Mikkelson & Andrew Arbuckle

On July 21, 2026, the Securities and Exchange Commission (SEC) published proposed Regulation E-Delivery, a sweeping overhaul of the framework governing how issuers, broker-dealers, investment advisers and other SEC registrants deliver required disclosures to investors. If adopted, the rule would replace the SEC’s decades-old, guidance-based approach…

By Scott Gootee & Andrew Arbuckle

On June 4, 2026, the U.S. Supreme Court unanimously held that the Securities and Exchange Commission (SEC) is not required to prove investors suffered pecuniary loss before seeking disgorgement of ill-gotten gains. The decision in Sripetch v. Securities & Exchange Commission, 146 S. Ct. 1403 (2026) resolves a…