Shadow SEC Statement No. 12: The SEC’s Retreat from Enforcement (and the Special Case of Mandatory Arbitration Clauses)

Since the Securities Act of 1933, Congress has created and carefully maintained a two-track enforcement system that relies on both public enforcement and private enforcement to prevent fraud and protect investors. Congress has at times adjusted the balance of advantage …

Sullivan & Cromwell Discusses Parallel DOJ and SEC Spoofing Actions Against Fund Founder and Investment Manager

On June 25, 2026, the Department of Justice announced the guilty plea of Mingran Wang, the alleged founder and investment manager of Greenroots Capital Management, for an alleged multi-year securities-fraud scheme involving more than 3,000 instances of “spoofing.” Wang pleaded …

Wachtell Lipton Discusses SEC Expansion of Five Business Day Debt Tender Offer Criteria

On June 30, 2026, the SEC’s Division of Corporation Finance published an exemptive order (the “Debt Order”) permitting tender offers for non-convertible debt securities with a minimum offering period of five business days (a “Five Business Day Tender Offer”) if …

Davis Polk Discusses Potential SEC and CFTC Updates to Classification Rules for Innovative Financial Products

The SEC and CFTC (the “Commissions”) have jointly requested public comment on how to draw clearer regulatory boundaries for classifying, within statutory bounds, innovative derivatives and related products that implicate the jurisdiction of the Commissions and whether there are opportunities …