On August 18, 2026, the Securities and Exchange Commission (the “SEC”) proposed rules (the “Proposal”) titled “Regulation Crypto Assets,” that, if adopted, would create a tailored offering regime for certain investment contracts involving crypto assets, defined as “covered investment contracts”. The Proposal is the next step in the SEC’s ongoing effort to create a regulatory framework for digital assets that is intended to facilitate capital formation and encourage innovation while still protecting investors.

The Road to Regulation Crypto Assets

In January of 2025, then-Acting Chairman Mark Uyeda announced the formation of the SEC’s Crypto Task Force, led by Commissioner Hester M. Peirce. Following this, the SEC moved forward quickly in various ways to pave the way for this Proposal, including the example milestones below:

  • In early 2025, the SEC’s Division of Corporation Finance issued a number of statements on the application of the federal securities laws to crypto assets, including a statement that transactions in meme coins do not constitute securities offerings and a statement confirming that certain protocol staking and proof-of-work mining activities are not securities transactions.
  • In May 2025, the Division of Trading and Markets withdrew the 2019 Joint Staff Statement on broker-dealer custody of digital asset securities and published new FAQs on crypto asset activities and distributed ledger technology.
  • In March 2026, the SEC and CFTC signed a Memorandum of Understanding committing to harmonize digital asset oversight and issued a joint interpretive release establishing a five-part token taxonomy for digital assets and addressing when an investment contract ceases to exist.

The Proposal

Proposed Regulation Crypto Assets would provide a structured framework for transactions in covered investment contracts. The fact sheet accompanying the proposal outlines four key components:

Startup Exemption. This one-time, non-exclusive exemption would permit issuers to conduct offerings of covered investment contracts of up to $5 million during a period of up to four years without Securities Act registration. Issuers would be required to make public filings at the beginning and end of the period and to provide certain principles-based narrative disclosures to investors. The proposed exemption is intended to give issuers temporary relief to fulfill certain essential managerial efforts, while ensuring that investors remain protected by the antifraud and antimanipulation provisions of the federal securities laws.

Fundraising Exemption. Modeled in part on Regulation A, this two-tier exemption would permit larger capital raises. Under Tier 1, issuers could offer up to $20 million of covered investment contracts in a 12-month period, and under Tier 2, up to $75 million in a 12-month period. Issuers would file offering materials containing the same principles-based narrative disclosures as the startup exemption, along with a discussion of financial condition and financial statements (audited for Tier 2 offerings). There would be ongoing reporting requirements.

Investment Contract Safe Harbor. This safe harbor would deem a covered investment contract to have ceased to exist, and the underlying crypto asset to no longer be subject to such investment contract for purposes of the statutory definition of  “security” if the issuer has (1) completed or permanently ceased all essential managerial efforts it represented or promised it would undertake, and does not intend to make new such representations, and (2) made a public filing certifying satisfaction of the safe harbor conditions and providing a supporting analysis. This builds directly on the framework for when an investment contract ceases to exist included in the March 2026 interpretive release.

Preemption of State Registration and Qualification Requirements. The Proposal would add a definition of “qualified purchaser” under the Securities Act to preempt state securities law registration and qualification requirements for offers and sales of covered investment contracts made under Regulation Crypto Assets. Secondary market transactions by non-issuers, non-underwriters, and non-dealers would also benefit from preemption, so long as the issuer continues to satisfy the applicable information and filing or reporting requirements.

Looking Ahead

The public comment period will remain open for 60 days following publication of the Proposal in the Federal Register. Regulation Crypto Assets represents a meaningful progression in the SEC’s approach to crypto assets, and Mayer Brown will follow with a more comprehensive analysis of the Proposal shortly, along with providing continued monitoring of the Proposal and its implications for market participants as the comment process unfolds.

Link to the Fact Sheet: https://www.sec.gov/files/33-11434-fact-sheet.pdf

Link to Proposal: https://www.sec.gov/files/rules/proposed/2026/33-11434.pdf

The Securities and Exchange Commission’s (“SEC”) Office of the Advocate for Small Business Capital Formation (“OASB”) published its report on the 45th Annual Small Business Forum (the “Forum”).  The forum took place on March 9, 2026 and featured remarks from each of the Commissioners and discussions with the public on capital formation related issues.  The report puts forward 15 policy recommendations along with SEC responses.  The SEC responses to the OASB’s recommendations often pointed to the 2026 Regulatory Agenda.  In addition, several recommendations align closely with, and are addressed by, the SEC’s recent rulemaking proposals on registered offering reform (the “Registered Offering Reform Proposal”) and enhancement of EGC accommodations and simplification of filer status (the “Filer Status Proposal”).

Early-Stage Capital Raising

  • Expand the accredited investor definition.  The OASB once again recommended that the SEC expand the accredited investor definition to include additional sophistication measures, such as an investor test and experience.  The SEC noted that Chair Atkins has directed staff to begin discussions with FINRA about creating an accredited investor examination.
  • Modernize crypto asset regulation.  The OASB called for the modernization of the regulation of crypto assets that are securities, including regulation of secondary trading. The SEC pointed to its March 2026 crypto interpretation, Project Crypto initiative, and plans for an “innovation exemption” for tokenized securities on novel platforms, such as automated market makers or other decentralized liquidity systems.
  • Federal friends and family blue sky exemption.  The OASB would have the SEC create a new federal securities exemption permitting early-stage entrepreneurs to raise capital from personal networks without registering with individual states.
  • Raise the Regulation Crowdfunding cap.  The OASB would raise the crowdfunding cap from $5 million to $20 million.  In 2025, the OASB recommended easing issuer requirements under Regulation Crowdfunding rather than a specific dollar increase.

Growth-Stage Companies and Smaller Funds

  • New private fund exemption.  The OASB recommended creating a new private fund exemption for small or regional funds focused on community-based investing.
  • Preempt blue sky laws for secondary trading.  The OASB again recommended federal preemption of blue sky laws for off-exchange secondary trading in the securities of companies that make available robust, publicly accessible, and timely information, such as information required by Regulation A Tier 2.  The SEC’s Registered Offering Reform Proposal goes further, proposing to preempt state securities law for all registered offerings.
  • Streamline Rule 144.  The OASB recommended making restricted securities available for public trading sooner.
  • Advance the INVEST Act. The legislation, which passed the House in December 2025, covers similar capital formation topics.

Small Cap Companies and the Public Markets

  • Improve OTC trading transparency.  The OASB recommended requiring disclosures about short selling, institutional holdings, insider and affiliate holdings and transactions, paid stock promotion, and information about the security from transfer agents in order to improve public trading for companies traded over-the-counter (“OTC”).
  • ATM offerings.  The OASB recommended allowing at-the-market (“ATM”) offerings for all small public companies and Regulation A Tier 2 companies current in their filing requirements.  The Registered Offering Reform Proposal would expressly codify ATM offering mechanics and expand eligibility.
  • Expand Form S-3 eligibility.  The OASB recommended that the SEC expand Form S-3 to enable more issuers to conduct offerings on Form S-3, regardless of public float.  The Registered Offering Reform Proposal would eliminate the public float requirement entirely, expanding eligibility to approximately 1,127 additional issuers.
  • Revise Regulation A.  The OASB wouldsimplify reporting requirements and improve capital access for small issuers. The OASB’s 2025 recommendation focused on raising the Tier 2 offering limit to $150M, while the 2026 recommendation focuses on reporting burden reduction.
  • Reduce cost and liability barriers. The OASB’s last recommendation was for the SEC to pursue regulatory reforms to reduce unnecessary cost and liability barriers associated with becoming and remaining a smaller public company. Both SEC proposals respond directly. The Filer Status Proposal would simplify filer categories into LAFs and NAFs (with an SNF subcategory), extend scaled disclosure accommodations to  about 81% of public companies, and create a five-year on-ramp for new registrants. The Registered Offering Reform Proposal would further expand shelf registration and communication benefits to a broader set of issuers.

The OASB hosts the SEC’s Small Business Forum each year, providing a forum for the public to provide feedback on capital formation related policy improvements.  Read the SEC’s press release and the full report. 

Webinar | August 17, 2026
1:00 p.m. – 2:00 p.m. EDT
Register here.

In a pair of exemptive orders issued in April and June 2026, the SEC’s Division of Corporation Finance (the “Division”) has allowed certain qualifying tender offers for equity securities (“equity tender relief”), and certain qualifying tender or exchange offers for non-convertible debt securities (“debt tender relief”), to remain open for a minimum period of 10 and 5 business days, respectively, instead of the 20 business days required under the Securities Exchange Act of 1934.   The new equity relief allows certain abbreviated tenders for equity securities of public and private companies, including third-party public M&A tenders and issuer self-tenders.  The new debt tender relief expands and enhances the relief afforded by the Division’s 2015 no-action letter, including relaxing or eliminating some of the letter’s prior qualifying conditions.

We will discuss the two exemptive orders and the qualifying conditions under the orders, and compare the new relief with the SEC’s prior guidance. In addition, we also will analyze how the new relief can provide participants greater flexibility in structuring and undertaking certain friendly M&A transactions, issuer share repurchases and liability management transactions to aid issuers seeking to optimize their capital structures.

Topics will include

  • 20 Business Day Requirement for Tender Offers under the Securities Exchange Act
  • SEC’s April 2026 Exemptive Order for Tender Offers for Equity Securities
  • SEC’s June 2026 Exemptive Order for Tender or Exchange Offers for Non-Convertible Debt Securities; Comparison to the 2015 No-Action Letter
  • Practical Application and Considerations
  • Looking Ahead and Other Areas for Consideration

See our legal update: SEC Issues Exemptive Order Expanding Availability of Five-Business Day Tender Offer Relief for Non-Convertible Debt Securities, a table comparing the 2026 Exemptive Order with the 2015 No-Action Letter, and the redline comparison.

On July 22, 2026, Securities and Exchange Commission (“SEC”) Commissioner Hester M. Peirce issued a statement cautioning cryptocurrency market participants against the notion that crypto assets and activities fall outside the scope of the federal securities laws, focusing on the use of:  vaults and onchain lending strategies.

Commissioner Peirce’s statement builds on her July 2025 remarks that “tokenized securities are still securities,” reinforcing the SEC’s broader stance that moving financial activities onchain does not, as a general matter, remove these from the scope of the federal securities laws.  Commissioner Peirce addressed crypto vaults, which use smart contracts to allocate user assets to yield-generating activities, like staking and lending.  In her comments, she distinguished among a variety of structures.  Some rely on smart contracts and involve no discretion in relation to asset allocation, but others give a person or group discretion.  To the extent that a party has discretion regarding asset allocation, which might include deciding on yield-generating activities for the vault, the timing of investing and reallocating or rebalancing invested assets, etc., these activities may raise investment management questions.  The Commissioner’s comments also addressed onchain lending strategies, which allow participants to deposit assets into systems that lend deposited assets to borrowers for a fee.  Here too, there are a variety of lending programs, including some that involve charging borrowers a fee for managing a strategy relating to rates, loan-to-value limits or other criteria.  Depending on the features of such a program, these may give rise to securities law considerations.

The Commissioner notes that the securities law considerations may include issues arising under the Investment Company Act and the Investment Advisers Act.  Whether a particular vault or lending strategy falls within the SEC’s regulatory scope depends on the specific facts and circumstances of the structure and operations.  Commissioner Peirce encouraged market participants engaged in these activities to work with the SEC on how to serve participants in compliance with the federal securities laws and welcomed their input. The full statement is linked here.

The Federal Regulation of Securities Committee (the “Committee”) of the Business Law Section of the American Bar Association (“ABA”) submitted its comment letter addressing the Securities and Exchange Commission’s (“SEC”) Registered Offering Reform rulemaking proposal (the “Registered Offering Proposed Rules”), the Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies rulemaking proposal (the “Filer Status Proposed Rules,” together with the Registered Offering Proposed Rules, the “Proposed Rules”) and the invitation for public comment by SEC Chair Paul Atkins on initial public offering (“IPO”) modernization and revisiting the communications rules.

The Proposed Rules are intended to provide issuers with greater flexibility to access the capital markets through registered securities offerings and also relate to the enhancement of Emerging Growth Company (“EGC”) accommodations and simplification of filer status for reporting companies.  Read our Legal Updates on the Registered Offering Proposed Rules and on the Filer Status Proposed Rules for a summary of the Proposed Rules.

The Committee commended the SEC’s efforts to modernize the registered offering framework, including extending elements of the IPO on-ramp under Title I of the Jumpstart Our Business Startups Act to a broader array of companies and renewing focus on capital formation for smaller reporting companies (“SRCs”) and other issuers affected by “baby shelf” limitations.  At the same time, the Committee raised concerns and offered recommendations on specific aspects of the Proposed Rules:

  • Form S-3 eligibility.  The Committee supported expanded Form S-3 eligibility but suggested a brief seasoning period might have some benefits. It also urged the SEC to reconsider the proposed prohibition on use of Form S-3 by “ineligible issuers,” noting that the existing ineligible issuer approach used to maintain WKSI status is well reasoned and effective, and expressed particular concern about the potentially harmful effects of the proposed definition on capital formation.
  • Technical and capital formation reforms. The Committee supported several of the proposed technical reforms, including elimination of the baby shelf limitation, improvements to at-the-market offering mechanics, modernization of Form S-1, expanded incorporation by reference, and broader access to free writing prospectuses (“FWPs”) and offering-related communications.
  • WKSI replacement framework. The Committee believed the proposal to eliminate well-known seasoned issuer (“WKSI”) status and replace it with the Eligible Listed Issuer (“ELI”) and Seasoned Eligible Listed Issuer (“SELI”) framework warranted careful reconsideration. In particular, the Committee was concerned that debt-only issuers qualifying as WKSIs through the $1 billion nonconvertible securities prong may lose important benefits under a framework that depends exclusively on listed common equity. The Committee recommended either retaining and modernizing the WKSI construct with a reduced public float threshold, or adopting the ELI/SELI framework while adding a nonconvertible debt and preferred stock prong with appropriate parent/subsidiary attribution rules.
  • BDCs and registered funds. The Committee supported the proposed amendments streamlining registration and communications for business development companies (“BDCs”) and registered closed-end funds, and recommended that the SEC also consider modernizing the rules applicable to tender offer funds.
  • Filer status simplification. The Committee generally supported the Filer Status Proposed Rules and their goal of reducing complexity in the current framework. It supported setting a higher large accelerated filer (“LAF”) threshold, with suggestions including a debt issuance threshold and an accelerated seasoning period in certain instances based on public float and revenue thresholds.
  • Disclosure accommodations. The Committee supported the principles underlying the disclosure accommodations extended to new registrants and non-accelerated filers (“NAFs”) but had suggestions regarding the applicable revenue threshold and the calibration of executive compensation disclosure accommodations for NAFs.
  • ICFR auditor attestation. The Committee urged the Staff to closely study the impact of extending the internal control over financial reporting (“ICFR”) auditor attestation requirement exemption to the full NAF population, citing potential consequences to investors.
  • IPO modernization. In an annex to its letter, the Committee provided its views in response to SEC Chair Atkins’s request for comment on communications safe harbors and the IPO process.

The full text of the Committee’s comment letter is available on the SEC’s website. We will continue to monitor developments as the SEC considers the comments received and moves toward potential adoption of final rules.

In a post by its Head of Examinations, Jim Reese, the Financial Industry Regulatory Authority, Inc. (“FINRA”) announced a series of meaningful changes to its examination program as part of its “FINRA Forward” initiative.  The changes are designed to make the exam process more transparent and efficient, and more closely tied to risk assessments.  These changes signal a shift toward a more collaborative, streamlined regulatory approach, which aims to identify and resolve compliance issues early, before they escalate into formal enforcement actions.

A More Transparent Process

FINRA has begun providing member firms with advance notice of the quarter in which their examination is expected to be announced, giving firms additional time to prepare and allocate internal resources.  FINRA has also published new guidance detailing how it assesses member firm risk and categorizes members, offering greater visibility into the factors that shape examination scope and frequency.

Risk-Informed Examinations

FINRA has recalibrated its examination schedules so that certain lower-risk firms will be examined every six years rather than every four, while remaining subject to ongoing risk monitoring that could trigger more frequent reviews if circumstances change.  FINRA has also refined its approach to initial examinations for newly approved firms by drawing more heavily on information gathered during the membership application process, enabling a more targeted first exam.

Notably, total external data requests fell 12% in 2025 compared to the prior year, and policy-driven initial trade blotter requests dropped by more than 50%, reflecting FINRA’s effort to leverage data it already has on hand rather than placing additional burdens on firms.

Expanding the Information Exchange

FINRA is making the examination itself more of a two-way exchange:  firms now have the option to receive preliminary findings in writing throughout the exam, rather than waiting for a consolidated report at the end. This allows firms to address concerns or supply additional context earlier in the process, which can influence the final disposition of findings.  At the conclusion of the exam, the firm’s risk monitoring analyst remains available as a resource to discuss remediation efforts and other actions a firm takes to address identified issues.

Changing How FINRA Works

FINRA’s efforts are reinforced by a broader internal reorganization that unifies risk monitoring, surveillance, examinations, investigations, and enforcement into a single Regulatory Operations reporting structure, positioning FINRA to reduce regulatory duplication and identify emerging issues more quickly.  When insights from FINRA’s work with one member firm spotlight issues relevant to others, FINRA aims to create a feedback loop by synthesizing exam intelligence and reporting findings more frequently across its membership—without disclosing proprietary information—to help firms spot and mitigate risks before they escalate.

Looking Ahead

FINRA has signaled that it plans to further streamline examinations through automation and the use of artificial intelligence capabilities, including tools to accelerate the review of Written Supervisory Procedures, while continuing to solicit member feedback to guide future improvements.

Read FINRA’s press release for additional information.

On July 24, 2026, the Securities and Exchange Commission (the “SEC”) approved the Financial Industry Regulatory Authority, Inc.’s (“FINRA”) proposed amendments to FINRA Rules 5110 and 5123, which were filed with the SEC in January 2026 as part of FINRA’s Forward initiative to modernize the capital formation process.

As discussed in our prior post from January 2026, FINRA Rule 5123 generally requires FINRA member firms to make certain filings in connection with their participation in private placements.  Among other things, FINRA Rule 5123 requires that, in the absence of an exemption from the filing requirement, a member firm participating in a private placement file private placement memoranda, term sheets and other offering documents as well as any retail communications that promote or recommend the private placement within 15 calendar days of the date of first sale. The rule provided for filing exemptions for private placements sold to certain institutional accredited investors.  The amendments now expand the filing exemptions for sales to two additional categories of accredited investors, which were added by the SEC’s 2020 amendments to the accredited investor definition.  These include (i) certain family offices with assets under management in excess of $5 million whose investment decisions are directed by a person with sufficient financial and business expertise and (ii) certain entities (not otherwise listed in SEC Rule 501) owning investments in excess of $5 million.  The SEC found that these categories of investors possess a level of sophistication and expertise similar to the institutional accredited investors to which private placements may be made that are exempt from filing under FINRA Rule 5123.

FINRA also made several amendments to FINRA Rule 5110, which is its Corporate Financing Rule, most of which are technical in nature.  These include replacing the “bona fide public market” valuation method for securities deemed underwriting compensation with a simpler approach based on closing market prices of the security traded on a U.S. registered national securities exchange or a “designated offshore securities market” as defined under SEC Rule 902(b) on the date of the acquisition.  The amendments add new exclusions from underwriting compensation that codify exemptive relief FINRA has previously granted on a case-by-case basis (for debt-for-equity exchanges, capital investments in direct participation programs and unlisted real estate investment trusts, and non-convertible preferred securities).  The amendments also clarify that tail fees are subject to the same requirements as termination fees.

The amendments reflect a continuing effort to streamline FINRA’s oversight of public offerings and private placements. The text of the order approving the amendments is available here.

On July 16, 2026, the U.S. Securities and Exchange Commission (the “SEC”) proposed new Regulation E-Delivery (“Reg E-Delivery”), a potential modernization of the default manner in which issuers, broker-dealers, investment advisers, and other market participants provide information to investors in our increasingly electronic world. In the words of SEC Chairman Paul Atkins, “[t]oday, the Commission took an important step toward allowing the financial services industry to harness technology for the benefit of everyday American investors. By proposing to permit electronic delivery to become the default method for issuers, market intermediaries, and others to communicate with investors, we are taking another stride toward a regulatory framework suitable for the modern era, a key pillar of my agenda. In an age of artificial intelligence and blockchain technology, a default to paper delivery should be a relic, not a standard.”

Today, many regulatory disclosures pursuant to the federal securities laws are still delivered in paper, unless the recipient affirmatively opts otherwise based on the “notice, access and delivery” framework that the SEC adopted over 30 years ago and the regulated entity and, as applicable, its service providers, have the operational and practical means to effect e-delivery (particularly where there are substantial numbers of recipients). However, the benefits of electronic information delivery are numerous—e-delivery is rapid, cost-efficient, secure and provides for information to be widely delivered with ease. Investors and others can access and parse information on their phones or laptops worldwide; in fact, a 2025 survey by the SEC’s Office of the Investor Advocate “found that the vast majority of U.S investors (nearly 80%) prefer some form of e-delivery for financial disclosure documents that do not include personal information, and also that a majority (approximately 63%) prefers some form of e-delivery even for documents that do include personal information.” Artificial intelligence and blockchain technologies only serve to enhance the benefits provided by e-delivery. In light of these technological steps forward, the SEC is proposing Reg E-Delivery as a comprehensive update to its current information delivery framework.

Continue reading this Legal Update.

On July 23, 2026, the Securities and Exchange Commission (“SEC”) announced that it will host a roundtable on September 17, 2026, to discuss paths toward 24-hour trading in U.S. equity markets. The roundtable will address preparations needed to support overnight trading, operational and resiliency considerations in a round-the-clock market, and the opportunities and challenges associated with expanding trading hours.

The roundtable reflects the SEC’s continued focus under Chairman Paul Atkins on modernizing the structure of U.S. equity markets and evaluating whether existing rules and market infrastructure can accommodate expanded trading availability. Market participants are expected to actively engage in the discussion given the operational, risk-management, and technology implications of moving toward continuous trading. Some U.S. retail brokerages currently offer trading of certain equity securities nearly 24 hours a day, 6 days a week via alternative trading systems (ATSs), and other major industry players, including the New York Stock Exchange and Nasdaq, have announced plans to enable near-24-hour trading, 5 days a week, subject to regulatory approval.

The event will be open to the public and held at the SEC’s headquarters in Washington, D.C., with a live stream available on SEC.gov and a recording to be posted afterward. The event announcement is linked here.

Webinar | August 6, 2026
1:00 p.m. – 2:00 p.m. EDT
Register here.

The institutional private placement market has experienced continued and rapid growth in recent years, with new market participants playing a more significant role. In this session, we will discuss how investment grade debt private placements differ from bank debt as well as from public debt. In addition, we will discuss various related debt instruments. We will address the following:

  • Section 4(a)(2) institutional private placements and market developments
  • Typical marketing documents and investors; model forms and settlement issues
  • Covenants and other terms
  • Comparison to bank loans, Rule 144A offerings, and public debt offerings
  • Global depositary notes and role of depositary bank
  • Settlement issues and other recent developments