On April 2, 2026, the Financial Industry Regulatory Authority (“FINRA”) Investor Education Foundation (the “Foundation”) published a brief (the “Brief”) examining the demographic characteristics, investment knowledge and fraud vulnerabilities of retail investors who reported using social media to inform their investing decisions or making investing decisions based on the recommendation of social media personalities dispensing financial advice, or “finfluencers.”

The Brief found that finfluencer followers are predominantly younger, male, hold lower portfolio values and are more likely  from U.S. racial demographic minorities than investors who do not rely on these channels.  Nearly half of social media users relying on finfluencers agreed that “people like me aren’t usually investors,” suggesting these platforms may be drawing in market participants who might otherwise remain on the sidelines.  A central finding of the Brief is a pronounced “knowledge-confidence gap” among finfluencer followers.  This group scored lower on objective investment knowledge tests while simultaneously rating their own subjective knowledge higher.  This pattern of overconfidence, the Brief notes, appears related to economically meaningful outcomes, particularly with respect to fraud susceptibility and victimization.

The Brief concluded that social media’s role in investing presents both potential costs and benefits.  These platforms appear to be successfully engaging a new, more diverse population of investors and fostering community and educational content.  Social media users reported significantly stronger non-monetary motives for investing, including entertainment, social activity and supporting personal values, including environmental, social and corporate governance issues.  However, the combination of lower objective knowledge, higher subjective confidence and demonstrated fraud vulnerability raises concerns.  Broker-dealers focusing on retail investors should take note of the fraud vulnerability data as regulators – including FINRA –sharpen their focus on social-media-driven investment activity, making proactive compliance measures and supervisory procedures around digital marketing and influencer engagement increasingly critical.  Read the Foundation’s full Brief here.

On March 30, 2026, the Financial Industry Regulatory Authority (FINRA) proposed amendments to its rules imposing restrictions on the purchase and sale of equity securities offered in initial public offerings (IPOs) (Rule 5130) and new issue allocations and distributions (Rule 5131) to exempt specified collective trust funds (CTFs) from the rules’ prohibitions.

CTFs (also known as collective investment trusts, or CITs) are bank-maintained pooled investment vehicles that generally consist of assets of one or more employer-sponsored benefits or retirement plans, government plans, or church plans. CTFs serve as an investment option for such plans, performing the same investment pooling function, among other similarities, as registered investment companies (RICs).

Currently, CTFs are not categorically exempt from Rules 5130 and 5131. Unlike RICs and common trust funds (another vehicle used by banks for collective investment of money on behalf of accounts for which the bank or a third party acts as fiduciary), which are both exempt from the new issue allocation restrictions set forth in Rules 5130 and 5131, CTFs would typically be required to represent that they are eligible to purchase new issues, including IPO securities. Due to the size and operational structure of CTFs, which often include investments from various pooled assets across multiple beneficial owners, FINRA has recognized that compliance may not always be feasible. The proposed changes to Rule 5130 would expand the pool of investors that can participate in IPOs by creating a categorical exemption for CTFs under new paragraph (c)(13), treating such funds similarly to RICs and common trust funds. The proposed modifications to Rule 5131 would likewise permit IPO allocations to exempt CTFs.

The proposed exemption would apply to a CTF if it satisfies two requirements: (1) the fund has investments from 1,000 or more plan participants and beneficiaries of one or more employee retirement benefits plans; and (2) the fund was not formed or maintained for the specific purpose of permitting restricted persons to invest in new issues.  The contemplated amendments seek to allow CTFs to more easily diversify their portfolios into IPOs, expand the pool of investors in IPO markets, and promote capital formation. Comments on the proposal must be submitted on or before 21 days from publication in the Federal Register, and, if approved, the amendments could go into effect by year-end. A link to the text of the proposed rule is available here.

Webinar | April 22, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

As mature private companies grow larger and more complex, a sophisticated investor relations strategy becomes essential. Clear, differentiated communications, paired with strong media visibility, can help strengthen reputational capital and even influence market valuation as companies move toward a liquidity event.

Join Solebury Strategic Communications and Mayer Brown for a practical discussion on how high growth private companies can prepare for the public markets. We’ll cover:

  • Building an effective pre-IPO IR strategy
  • Distinguishing your IR website from consumer-facing content
  • Establishing a consistent communications cadence
  • Understanding safe harbors and key securities law considerations
  • Maximizing non-deal roadshows and investor outreach
  • Transitioning to an IPO-ready communications approach

A rulemaking petition filed recently highlights the need to address the communications safe harbors.  The Securities and Exchange Commission has not reviewed the rules and regulations relating to social media under the securities laws since 2000. The last comprehensive review of the rules relating to offering related communications and safe harbors was Securities Offering Reform, which now was over 20 years ago.  Since then, there have been modest changes to the communications rules, principally in connection with exempt offerings and the JOBS Act.  The petition notes that, in some respects, the communications rules are more liberal in the case of offerings made pursuant to Regulation Crowdfunding (CF) and Regulation A offerings than in connection with testing-the-waters communications in the context of SEC registered offerings.

The petition requests that the SEC take action to amend Rule 163B to expand the class of permitted test-the-waters investors, which now includes only qualified institutional buyers and institutional accredited investors, so that, at a minimum, accredited investors might be included.  The petition suggests that if the categories of persons were to be expanded, then, written test-the-waters materials should include a brief legend noting that no offer to sell is being made and no allocation commitment exists.  In addition, the petition requests that Rule 169, the safe harbor relating to regularly released factual business information, be amended to (1) broaden its application to communications during registered offerings, (2) clarify that the safe harbor applies to digital and social media communications, and (3) harmonize the safe harbor with the communications standards applicable under Regulation A and Regulation CF that allow issuers to communicate freely with prospective retail investors while undertaking registered offerings.  Finally, the petition requests that the SEC issue interpretive guidance confirming that the SEC’s policy judgments permitting retail solicitation in Regulation CF, Regulation A, and Rule 506(c) offerings apply to IPOs. Access the full rulemaking petition.

Webinar | April 7, 2026
1:00 p.m. – 2:00 p.m. ET
Register here.

Join Mayer Brown partner Larry Hamilton as he provides an overview of current investment-related initiatives by the National Association of Insurance Commissioners (NAIC) which will affect a range of structured products and other investments, including repacks, for US insurance companies.

Earlier this month, the Commodity Futures Trading Commission (“CFTC”) and Major League Baseball (“MLB”) entered into a Memorandum of Understanding (“MOU”) establishing a formal framework for cooperation, information sharing, and coordination on matters affecting the integrity of the prediction markets related to professional baseball.  The MOU does not create any legally binding obligations or enforceable rights, but it is notable as the first formal bilateral arrangement between a federal market regulator and a major professional sports league.  The MOU addresses the intersection of derivatives trading and athletic competition.  The CFTC exercises authority to protect market participants from fraud, manipulation, and other abuses, while MLB seeks to protect the integrity of and public confidence in the sport. 

At an operational level, the CFTC and MLB have designated representatives to meet regularly to discuss issues impacting the integrity of professional baseball and related prediction markets, and share information.  The CFTC may only use MLB-sourced information in connection with its statutory responsibilities, while MLB may only use CFTC-sourced information to protect the integrity and public confidence in professional baseball. 

The practical implications are worth noting.  The MOU may suggest that the CFTC views sports-related prediction market integrity as a component of its regulatory mission.  Participants in prediction markets listing baseball event contracts should expect that the CFTC now has a materially enhanced information pipeline on game integrity issues, with the ability to cross-reference trading patterns against MLB’s internal investigations on a near real-time basis.  Other leagues and exchanges may soon take note and take similar action to preserve the integrity of their respective products.  Read the CFTC and MLB’s press release.

On March 27, 2026, the Securities and Exchange Commission (“SEC”) announced its intention to adjust the dollar thresholds used under the Investment Advisers Act of 1940 in determining when a registered investment adviser may charge performance‑based fees.  These fees, which tie adviser compensation to investment gains, are generally prohibited except in respect of “qualified clients” who meet certain net worth or assets‑under-management criteria.  The inflation-linked adjustment is intended to keep the thresholds meaningful in today’s markets.

For investment advisers, the change could alter which clients qualify for performance‑based arrangements, potentially prompting a review of existing contracts and client onboarding processes.  Private funds and other pooled investment vehicles may particularly feel the impact of the change because performance fees often form a significant portion of adviser compensation.  Advisers should begin assessing how these updated thresholds might affect client eligibility, contract terms and disclosure obligations.  Even modest increases could shift who qualifies for performance fees, making early planning and proactive compliance measures essential before the formal order is issued.  Read the SEC’s notice.

On March 24, 2026, Securities and Exchange Commission Commissioner Hester Peirce spoke at the Investment Company Institute’s 2026 Investment Management Conference laying out a pragmatic path to modernize the fund regulatory framework.  Her remarks emphasized that many of the industry’s longstanding pain points are well understood and, in some cases, readily fixable.  Among several key issues, Commissioner Peirce highlighted the need to accommodate electronic delivery as the default for investor communications, a change that SEC Chair Paul Atkins, speaking at SIFMA on Monday, March 23, indicated would be coming soon.

Commissioner Peirce also noted that proxy voting mechanics and timing constraints can undercut effective oversight across large portfolios.  Proposed updates to Rule 17a‑7 under the 1940 Act would facilitate fund cross‑trading and remove barriers to cost-efficient transactions within fund complexes.  She also touched on the importance of leveling the playing field for affiliated securities lending programs and other practices that can create uneven incentives across funds.

Taken together, Commissioner Peirce’s remarks highlight a vision for a modernized, more efficient fund regulatory framework.  The goal would be to reduce unnecessary operational burdens while preserving strong investor protections, creating a system better aligned with current market practice and technological capabilities.  Hopefully, the e-delivery rule will represent a step toward realizing that vision and signal a path toward a more streamlined and responsive regulatory environment for investment companies.

Read Commissioner Peirce’s full remarks.

Webinar | April 1, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

As companies remain private longer, the importance of the private secondary market continues to grow.  Well over $60 billion in transactions are being effected through various platforms, and this does not account for other secondary transaction volume.

During this session, representatives from Nasdaq Private Market and Mayer Brown will discuss:

  • Company-sponsored liquidity programs for employees;
  • Third-party tenders and purchases using the platform;
  • Block trades;
  • Documentation and information requirements;
  • Relief from the tender rules that would be meaningful;
  • Pricing; and
  • Proximity to a liquidity event and other considerations.

The Investment Company Institute (ICI) released a white paper introducing a proposed subscription data framework (the “Framework”) for retail alternative investments. Developed by its Retail Alternatives Working Group, the Framework aims to standardize data formats and definitions used in subscription documents, improving interoperability across systems and supporting more efficient distribution.

The U.S. alternative investment landscape has shifted significantly over the past decade. The number of publicly listed companies has declined by more than half since 1996, companies are staying private longer and IPO activity has slowed. In response, sponsors and distributors have expanded access to private markets through retail-focused structures such as closed-end funds, interval funds, tender offer funds, business development companies (BDCs) and REITs.

The ICI paper also highlights regulatory developments supporting this trend, including co-investment relief, evolving SEC positions on private assets in closed-end funds, Rule 506(c) verification guidance and federal initiatives to broaden access to private markets.

Despite growth, retail alternatives face operational inefficiencies. Infrastructure remains fragmented and highly customized, with limited interoperability among recordkeeping, trading, and distribution systems. These constraints make it difficult to scale offerings to a broader retail audience.

The Working Group identifies standardized data practices as a key solution to improving efficiency, scalability, and transparency. The proposed Framework introduces consistent definitions and formats for common data elements in subscription documents. It is designed to be platform-agnostic, enabling integration across different systems without dictating how data must be transmitted.

The Framework initially covers:

  • Business development companies (BDCs);
  • Tender offer funds; and
  • Non-traded REITs.

Interval funds using existing NSCC infrastructure are excluded as they already benefit from standardized processes.

The Framework includes a detailed reference model for subscription data fields, specifying definitions, formats, required/optional status, and usage guidance to ensure consistency across market participants.

The Working Group plans to:

  • Promote industry awareness and adoption;
  • Establish governance for ongoing maintenance; and
  • Explore additional initiatives to improve operational scalability.

The Framework represents a meaningful step toward reducing operational friction in retail alternatives. Ongoing industry input is expected to refine the model and expand its applicability to additional product types.