On June 4, 2026, the Supreme Court held in a unanimous decision that the Securities and Exchange Commission is not required to show that investors suffered pecuniary loss in order to obtain a disgorgement award in a civil enforcement action.
For a detailed summary of the ruling, see our Client Alert linked here.
On June 10, 2026, the Commodity Futures Trading Commission (“CFTC” or the “Commission”) published a notice of proposed rulemaking (the “NPRM”) proposing amendments to CFTC Regulation 40.11 and the addition of Appendix F to Part 40, concerning event contracts. The CFTC is proposing to specify the types of event contracts that may be deemed contrary to the public interest and therefore may not be listed for trading or accepted for clearing on or through a CFTC-registered entity, as provided in the Commodity Exchange Act of 1936, as amended (“CEA”). These proposed amendments would identify factors the CFTC would apply in making this public interest determination. In addition, the CFTC is proposing to add a definition of the term “gaming” and a rule regarding when event contracts “involve” an underlying activity. The CFTC seeks public comment on all aspects of proposed changes to Regulation 40.11 and new Appendix F.
As we have discussed previously, the prediction markets on which event contracts are traded have grown significantly. Prediction market volume exceeded $25 billion in March 2026 and the number and diversity of event contracts listed for trading on CFTC-registered designated contract markets (“DCMs”) has increased from more than 220 in 2021 to over 8,000 types of contracts traded in May 2026.
Background
Currently, a DCM or swap execution facility can list new products either through self-certification or CFTC review and approval. The CEA authorizes the CFTC to prohibit trading platforms from listing futures, options or swaps on an excluded commodity that involve terrorism, assassination, war, gaming, unlawful activity (under state or federal law) or other “similar activity” (collectively, the “Enumerated Activities”) if the CFTC determines that the contract is “contrary to the public interest” (referred to as the “Special Rule”). The CFTC adopted Rule 40.11(a) in 2011 to implement this statute and it prohibits the listing of contracts that involve, relate to, or reference the Enumerated Activities. While the preamble to the NPRM asserts that Rule 40.11 establishes “a discretionary review framework rather than a self-executing per se prohibition,” the 2011 adopting release states that the CFTC intended for Rule 40.11 “to prohibit contracts based upon the” Enumerated Activities. It also provides that the CFTC may review and prohibit contracts if it determined that they involve, relate to, or reference events that are similar to the Enumerated Activities and contrary to the public interest. In 2024, the CFTC proposed an amendment to Rule 40.11(a)(1) that would have defined “gaming” broadly (including the staking or risking of something of value on political contests, awards contests, sporting events, or related occurrences), but withdrew the proposal in 2026, stating that it would “reconsider them in light of various forms of state regulatory actions and litigation.”
The Proposed Framework
The Commission proposes to interpret the Special Rule as requiring a three-step inquiry before a determination that an event contract is prohibited.
Notably, the Special Rule does not provide that event contracts involving Enumerated Activities are per se contrary to the public interest; rather, it provides that the Commission “may determine” they are contrary.
Definition of “Involve” and “Gaming”
Key changes outlined in the NPRM are the proposed definition of when an event contract “involves” an Enumerated Activity and the term “gaming.”
Multi-Factor Public Interest Analysis
Rather than applying a single static test, the NPRM establishes a multi-factor framework for determining whether event contracts are contrary to the public interest. These factors include: (a) price discovery and information aggregation utility; (b) potential threats to market integrity (including manipulation susceptibility and information leakage); and (c) compliance and self-regulatory challenges arising from the prediction market’s capacity to administer the contracts.
Proposed Appendix F to Part 40 provides detailed illustrative guidance on how the Commission would apply these public interest factors, as well as the factors for determining whether event contracts involve an Enumerated Activity under § 40.11(a)(4).
Treatment of Sports Event Contracts
Likely the most commercially significant aspect of the NPRM is the Commission’s preliminary views on event contracts involving sports. The CFTC indicates that event contracts based on the aggregate outcomes of professional or collegiate sports events, including final scores, point differentials, win-loss results, tournament advancement, individual or team statistical performance, and season-long performance metrics, are unlikely to be found contrary to the public interest, provided they are based on objective and verifiable settlement criteria and listed by prediction markets that maintain appropriate surveillance, trading prohibitions, and coordination with relevant sports governing bodies. In contrast, the CFTC identifies several categories of sports-related event contracts that would likely be found contrary to the public interest:
Additionally, the Commission indicates that event contracts involving games of pure random chance (e.g., roulette) are highly likely to be found contrary to the public interest because they lack informational value.
Contracts Outside the Scope of the Special Rule
The NPRM provides helpful guidance by identifying categories of event contracts that would generally fall outside the scope of the Special Rule entirely. These include contracts based on:
Read the CFTC’s press release and the Notice of Proposed Rulemaking. Comments are due 45 days after the publication of the proposed rules in the Federal Register. A more detailed Mayer Brown Legal Update will follow.
On June 2, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published its Draft Strategic Plan for fiscal years 2026-2030, formally incorporating Chair Paul Atkins’ deregulatory and innovation-focused vision into the agency’s governing framework. The plan is organized around three strategic goals: (1) renewing regulatory policy, (2) reforming enforcement and stakeholder engagement, and (3) modernizing operations and increasing efficiency.
Goal 1: Renewing Regulatory Policy Focus to Support Innovation, Capital Formation, Market Efficiency and Investor Protection
The first goal focuses on promoting “clear, fit-for-purpose rules that foster responsible innovation and deter misconduct.” Key objectives include modernizing and simplifying disclosure practices, expanding access to private markets, and enabling new capital-raising pathways for entrepreneurs and small businesses. We’ve seen some of these initiatives come to light in recent rulemaking proposals on registered offering reform and simplification of filer status.
Particularly interesting, although not surprising, is the plan’s treatment of digital assets and distributed ledger technologies. The plan commits to providing a “firm regulatory foundation” for digital assets through a “rational, coherent, and principled approach,” including clarifying the boundaries of securities law as applied to crypto assets, enabling compliant capital formation through tokenized offerings, and resolving jurisdictional questions between the SEC and the Commodity Futures Trading Commission. This is the plan’s most detailed single provision and consolidates the work of the Crypto Task Force and Chair Atkins’ broader “Project Crypto” initiative into the agency’s formal strategic framework.
The private markets language is also notable, while also consistent with previously published remarks. The plan calls for providing “meaningful pathways for entrepreneurs to access capital in both private and public markets, including by modernizing rules that inhibit early-stage fundraising, streamlining disclosure requirements, and enhancing Regulation A for smaller issuers.” Both Chair Atkins and Commissioner Peirce have advocated publicly for reforms to Regulation A to increase its use, including as a potential path for crypto offerings, such that the inclusion of this item within the plan seems to be a commitment to these changes.
Goal 2: Stakeholder Engagement and Enforcement Reform
The second goal represents what may be the most formal articulation yet of Chair Atkins’ position that his predecessors improperly used enforcement as a substitute for rulemaking. The plan commits the agency to focusing on “clear violations of established law—particularly fraud and manipulation—rather than expanding regulatory reach through ad hoc enforcement actions.”
The plan also redefines how enforcement success should be measured, i.e., “not by the number of cases or fines, but by the deterrent effect and the clarity provided to the marketplace.” This is consistent with the SEC’s track record over the past year: standalone enforcement actions fell to 313 in FY 2025 (the lowest in a decade) and total monetary settlements declined 45% to $808 million.
Other notable elements under this goal include periodic retrospective reviews of existing rules, including those governing foreign private issuers, quarterly reporting, private fund reporting, and executive compensation, as well as an assessment of the agency’s administrative law framework in light of recent judicial decisions. The plan also emphasizes increasing staff engagement with business and industry groups to facilitate compliance, signaling a more collaborative posture between the agency and market participants.
Goal 3: Operational Efficiency and Technology Modernization
The third goal prioritizes technology modernization as a “critical enabler of regulatory effectiveness.” Most notably, the plan commits to a comprehensive review of EDGAR, which Chair Atkins has previously described as a legacy system in need of modernization. The plan calls for the adoption of secure, scalable infrastructure to enhance data integrity, reduce operational risk, and support advanced analytics.
The plan also endorses the “responsible use of artificial intelligence and blockchain technologies” to improve oversight, reduce costs, and unlock new efficiencies. This aligns with the broader federal AI agenda, which calls on all agencies to revise or repeal regulations that block AI development and to establish regulatory sandboxes to test AI tools.
On the organizational side, the plan calls for streamlining management layers, consolidating duplicative offices, and reforming performance management systems in line with federal directives—a passage that reflects the broader government efficiency agenda of the current administration.
Takeaways
The Draft Strategic Plan does not itself create new rules or obligations, but it provides a roadmap of where this SEC intends to go (and at what pace). The plan’s emphasis on disclosure simplification and materiality suggests future rulemaking to streamline and more than likely reduce reporting obligations is forthcoming. The EDGAR modernization commitment has significant potential practical implications, and any overhaul of the filing system could affect how registrants submit and format disclosure documents.
The comment period closes on July 2, 2026. Given the breadth of the plan’s policy ambitions, market participants and industry groups should consider submitting comments to shape the final version of what will serve as the SEC’s governing framework through 2030. Access the SEC’s press release and draft of the SEC’s strategic plan.
June 11, 2026
8:30 a.m. – 9:30 a.m. ET
Mayer Brown LLP 14th Floor, 1221 Avenue of the Americas, New York, NY 10020
Register here.
Updated Agenda
Join us for this in-person CLE on June 11, 2026.
We will discuss the following, among other issues:
This is an in-person presentation intended to encourage discussion. There will be no recording or hybrid remote option available.
In May 2026, FINRA’s Corporate Financing Department launched a new Private Placement Information page that makes selected information from private placement filings publicly available. The data is derived from Rule 5122 and Rule 5123 filings and will be updated periodically. Historically, information collected through FINRA’s private placement filing program was treated as confidential and used solely for regulatory purposes. The publication of selected filing data is part of FINRA Forward, a broader initiative to modernize FINRA’s rules, processes and public engagement.
The data provides insight into a segment of the private markets that has traditionally operated with limited transparency. However, the scope is limited as FINRA Rules 5122 and 5123 apply only to a small subset of private placements. Most private placements, including offerings sold exclusively to institutional investors or conducted without broker-dealer participation, fall outside of FINRA’s filing requirements.
Even within that limited scope, the filing volumes are notable. FINRA reported more than 2,900 private placement filings under Rules 5122 and 5123 during 2025 compared with approximately 1,600 public offering filings reviewed under Rule 5110. Private placement filings have exceeded public offering filings by a substantial margin in recent years reflecting the continued growth of the private markets. Another noteworthy trend is the substantial increase in Rule 5122 filings. Member private offering filings increased from 37 in 2023 to 340 in 2025 a nearly ten-fold increase in just two years. The growth coincides with heightened regulatory attention to private placement practices. In recent Annual Regulatory Oversight Reports, FINRA has repeatedly identified deficiencies involving private placement filings, due diligence procedures and retail sales practices.
The launch of the Private Placement Information page also reflects growing regulatory interest in private markets more generally. Retail investor participation continues to expand through non-traded BDCs, interval funds, tender offer funds and direct private placements. Greater transparency into broker-sold retail offerings appears consistent with FINRA’s broader effort to adapt its regulatory framework to an evolving capital formation landscape. The Private Placement Information page is available here.
This Legal Update summarises the joint Call for Input published by the Financial Conduct Authority (“FCA”) and the Bank of England (“BoE”) (together, the “regulators”) in May 2026. The paper invites industry responses by 3 July 2026.
The goal of the Call for Input is to seek industry feedback on the proposed regulatory approach to tokenisation. The paper is aimed at “firms across the wholesale ecosystem and the focus is on tokenised securities (such as bonds, cash equities and fund units)“. The aim is for a digitally enabled wholesale markets ecosystem in which tokenised securities, cash and collateral move more efficiently across the trade lifecycle. The proposed end state is for this ecosystem to be anchored in central bank money settlement.
The paper:
A series of high level questions are posed to market participants as a call for input to help frame further regulation in this area.
Continue reading this Legal Update.
On May 20, 2026, the Investor Advisory Committee (“IAC”) of the Securities and Exchange Commission (the “Commission”) released a draft recommendation (the “Recommendation”) addressing the Commission’s proposed rule that would replace quarterly periodic reporting required under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with an option to comply with a semi-annual reporting regime (the “Proposal”). The draft Recommendation articulates several policy rationales opposing the Proposal.
Among other things, the draft Recommendation argues quarterly reporting serves as a critical mechanism to maintain transparency and investor confidence. Lengthening the reporting interval to six months, it contends, would materially weaken the informational foundation upon which investors – particularly retail investors – rely to make timely, informed investment and voting decisions. Less frequent mandatory disclosure would widen the information gap between institutional investors, often able to access alternative data sources and direct management engagement, and retail investors, dependent on public filings. Additionally, the draft Recommendation raises concerns that the proposed shift could erode the governance discipline that regular reporting imposes on corporate management by extending the window during which material developments may go undisclosed and diminishing accountability. It rejects the notion that quarterly reporting promotes harmful short-termism, contending the empirical evidence does not support a causal link between reporting frequency and short-term corporate decision-making. The draft Recommendation further argues the Proposal’s cost-benefit analysis is overstated, as compliance costs would not be significantly reduced and fails to account for the need to maintain accurate financial information as part of a company’s ordinary operations, and overlooks the significant costs investors would bear through reduced transparency and less timely access to financial information.
The IAC’s draft Recommendation reflects broader market concerns that moving away from quarterly reporting could undermine the transparency associated with the periodic disclosure regime. Critics of the Proposal argue less frequent reporting may lead to greater stock price volatility around fewer disclosure events, reduced analyst coverage for smaller-cap issuers, and an environment more susceptible to insider trading and selective disclosure. The draft Recommendation is subject to consideration and vote by the full IAC before it is submitted as a formal recommendation. Public companies and market participants should monitor developments closely, as the IAC’s position may influence rulemaking. Read the IAC’s full draft Recommendation here.
The IAC will hold a public meeting on June 4, 2026 to discuss, among other items, the draft Recommendation. The full agenda also includes a discussion regarding:
FINRA is conducting a targeted review of member firm practices related to the supervision of non-principal protected “worst-of” structured notes over a look-back period of 2022 through the end of 2025. FINRA’s focus is on Regulation Best Interest, including the Care Obligation, and how member firms supervise customer concentrations in “worst-of” structured notes. FINRA is assessing member firm compliance with supervisory rules, including compliance with written supervisory procedures and surveillance systems.
Specific requests include:
The full sweep letter is available here. Member firms might consider undertaking their own review and assessment of their written supervisory procedures, their product classifications, their offering materials, their due diligence of distributors, their educational materials, and evaluate the overall effectiveness of their processes.
Book Talk | Register here.
June 9, 2026 | 6:00 p.m. – 8:00 p.m. ET
The Whitby Hotel, 18 W 56th, New York
The Fine Print series continues with Lloyd Blankfein joining Puck’s Wall Street author William D. Cohan to discuss Blankfein’s insightful and inspiring memoir, Streetwise: Getting to and Through Goldman Sachs.
We hope you will join us for the book talk and the reception to follow. Copies of the book will be available.
Lloyd Blankfein was, of course, chairman and CEO of Goldman Sachs from 2006 to 2018.
William D. Cohan is a renowned financial journalist, and former M&A banker, covering what’s really happening on Wall Street. Cohan is the New York Times bestselling author of five non-fiction narratives: three about Wall Street: Money and Power: How Goldman Sachs Came to Rule the World; House of Cards: A Tale of Hubris and Wretched Excess on Wall Street; and, The Last Tycoons: The Secret History of Lazard Frères & Co., the winner of the 2007 FT/Goldman Sachs Business Book of the Year Award. His book, The Price of Silence, about the Duke lacrosse scandal was published in April 2014 and was also a New York Times bestseller. His 2022 book Power Failure: The Rise and Fall of an American Icon, about the rise and fall of GE, was long-listed for the 2022 FT Business Book of the Year Award. It was a New York Times bestseller and on the best book of the year lists published by The New Yorker, The Economist, The Financial Times and the DealBook section of the New York Times. He is working on a new book about Leon Black and Apollo Global Management.
Intelligize Webinar | June 3, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.
The ESG landscape has shifted significantly in recent years, presenting new challenges for organizations operating in this rapidly evolving space. In this session, we will explore the legal and regulatory risks emerging on both sides of the ESG debate and examine the impact of key regulatory developments in the United States and Europe.
Our presenters will address the following topics: