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SEC Proposes Simplified Filer Status Rules and Expanded Disclosure Accommodations

Fri, 22 May 2026 07:00:00 Z

On May 19, 2026, the Securities and Exchange Commission (SEC) proposed amendments to substantially simplify its domestic public company filer status framework and extend existing scaled disclosure and other accommodations, including an exemption from auditor attestation requirements, to more public companies.

If the amendments are adopted as proposed, the SEC estimates that approximately 80% of current public companies would be eligible for less burdensome disclosure requirements. Many small- and mid-cap companies stand to benefit, but so do investors to the extent that these accommodations contribute to companies choosing to go or stay public. The SEC estimates that affected companies represent only 6.5% of total market public float, which means that companies representing the bulk of investor assets would continue to provide the most fulsome level of disclosure. With this proposal, the SEC is seeking to simplify and recalibrate the public company reporting framework so that more companies go and stay public, creating more investment opportunities and improving transparency for the market as a whole.

The proposal would eliminate the current rubric of overlapping filer categories – large accelerated filer (LAF), accelerated filer (AF), non-accelerated filer (NAF), smaller reporting company (SRC) and emerging growth company (EGC) – and replace it with two primary reporting categories under the Securities Exchange Act of 1934, as amended (Exchange Act): LAF and NAF. The NAF designation would provide significant scaled disclosure accommodations, in line with what is currently available to SRCs and EGCs, to the vast majority of public companies, and would relieve them from the obligation to obtain an independent auditor’s attestation on internal control over financial reporting (ICFR) under Section 404(b) of the Sarbanes-Oxley Act (SOX).

Background

Under the existing framework, public companies can be simultaneously assigned to multiple overlapping status categories – LAF, AF, NAF, SRC and EGC – each carrying distinct thresholds and disclosure consequences that do not cleanly integrate across categories. The current LAF threshold is a public float of $700 million or more. A separate SRC category accommodates companies with a public float below $250 million or annual revenues below $100 million and public float below $700 million. The proposal would substantially simplify this structure while materially raising the eligibility threshold for the more demanding LAF disclosure and attestation requirements.

Proposed amendments

The proposal would make the following principal changes to the filer status framework:

Increase LAF public float threshold to $2 billion. The threshold for becoming an LAF would increase from a public float of $700 million to $2 billion. Public float would be calculated based on the number of shares outstanding on the last day of the second quarter of a company’s fiscal year using the average stock price over the last 10 trading days of the second fiscal quarter, rather than a single measurement date.
Enhance filer status stability and predictability. A company would not transition into or out of LAF status unless the $2 billion threshold is met, or not met, for two consecutive years. A single one-year swing in public float would not affect a company’s filer status.
Provide a five-year on-ramp for all newly public companies. A company, regardless of public float size, would need at least 60 consecutive calendar months of Exchange Act reporting history before transitioning to LAF status. This change would effectively create a minimum five-year on-ramp for every new public company, regardless of public float, which builds on existing EGC accommodations.
Eliminate AF and SRC categories. The “accelerated filer” and “smaller reporting company” designations would be eliminated as distinct regulatory classifications. EGC status, which is a statutory category, would be retained; however, all companies, including EGCs, that are not LAFs would become NAFs.
Extend ICFR auditor attestation exemption to more public companies. All companies that are not LAFs would be NAFs, resulting in a decrease in the number of public companies that would be required to obtain an independent auditor’s attestation on ICFR under Section 404(b) of SOX. Management’s annual ICFR assessment under Section 404(a) and existing financial statement audit requirements would continue to apply to NAFs.
Extend scaled disclosures to all NAFs. The proposal would extend to all NAFs the accommodations currently available to SRCs, along with certain EGC accommodations, including:
- Two years of financial statements (with reduced presentation requirements) and management’s discussion and analysis (MD&A), rather than three for LAFs.
- Scaled executive compensation disclosure, including no compensation discussion and analysis (or related compensation committee report), pay ratio or pay-versus-performance disclosure; only three named executive officers (rather than five for LAFs); and only two years of summary compensation table information (rather than three for LAFs).
- Exemption from say-on-pay and say-when-on-pay shareholder advisory votes, as well as golden parachute compensation in connection with mergers and acquisitions.
- Risk factors and market risk disclosure not required in periodic reports.
- Exemption from the requirement that the compensation committee conduct an independence assessment before engaging any compensation adviser.
Eliminate more rigorous related-person transaction disclosure requirements applicable to SRCs. Currently, Item 404(d) of Regulation S-K provides, among other things, a different, more rigorous threshold for disclosure by SRCs of the lesser of $120,000 or 1% of the average total assets at year-end for the last two fiscal years when determining reportable transactions with related persons under Item 404(a). The proposal would eliminate Item 404(d) so that all reporting companies would be subject to the same related-person transaction disclosure requirements under Item 404(a).
Create new “small non-accelerated filer” (SNF) subcategory. A new SNF subcategory for NAFs with total assets of $35 million or less as of the end of each of their two most recent second fiscal quarters would benefit from extended filing deadlines: 120 days for Form 10-K (rather than 90 for other NAFs) and 50 days for Form 10-Q (rather than 45 for other NAFs).
Establish universal disclosure of material unresolved staff comments. The proposal would extend to all registrants, including NAFs, the obligation to disclose material unresolved SEC staff comments in annual reports where specified conditions are met, a requirement currently applicable only to AFs, LAFs and well-known seasoned issuers. In proposing this change, the SEC noted that as its contemporaneous proposed reforms to the securities offering process would make the ability to conduct shelf offerings – which often incorporate by reference information from the issuer’s reports – available to significantly more issuers, including NAFs, investors should be aware of the substance of any material unresolved comments.

The proposal would not expressly change:

Annual requirement to analyze filer status. Companies would continue to assess filer status annually, as of the last day of their fiscal year.
Requirements for audited financials and annual ICFR assessment. As noted under the proposal, NAFs would remain subject to the SEC’s rules under Section 404(a), which require management to establish, state its responsibility to establish and maintain, and provide its assessment of, the company’s ICFR. NAFs would also continue to be required to obtain a financial statement audit by a registered public accounting firm in which the auditor is required to obtain an understanding of ICFR as part of its risk assessment procedures.
EGC status. The proposal does not alter the statutory designation for EGC status. However, relying on the EGC designation to unlock discrete accommodations would become less relevant, because the proposal would extend most EGC accommodations to NAFs.
EGC confidentiality privileges. The SEC does not have authority to extend the statutory confidentiality privilege under Section 6(e)(2) of the Securities Act, which allows EGCs to exclude nonpublic draft registration statements and related correspondence from being produced in response to Freedom of Information Act requests. Non-EGC NAFs can continue to use Rule 83 procedures for confidential treatment of draft registration statements.

Who would be affected

The proposal would affect all domestic public companies currently filing periodic reports with the SEC and companies planning an initial public offering (IPO). The benefits would be most apparent in three scenarios:

The mid-cap “step down”: Companies presently classified as AFs (public floats between $75 million and $700 million), and companies classified as SRCs, EGCs, and many companies with public floats between $700 million and $2 billion presently classified as LAFs, would transition to NAF status if the proposal is adopted as drafted – in many cases gaining access to scaled disclosures and relief from the Section 404(b) auditor attestation requirement not currently available to them.
The large-cap IPO: Newer public companies with fewer than 60 months of Exchange Act reporting history would be NAFs regardless of public float size – a meaningful change for large-cap issuers that have recently completed IPOs.
The SNF: A company with $35 million or less in total assets (tested over its two most recent second fiscal quarters) would gain breathing room for periodic report deadlines.

The SEC indicated that if the proposed amendments were in place today, 19.2% of current public companies would be LAFs (compared to 35.4% currently), and 80.8% would be NAFs. A total of 17.9% of public companies (or 22.2% of NAFs) would be small NAFs.

The following categories of issuers would generally be excluded from the LAF/NAF framework under the proposal:

Asset-backed issuers, which are subject to the separate Regulation AB regime.
Foreign private issuers using FPI-specific forms, such as Form 20-F, for whom existing thresholds would generally remain in place (the $75 million public float threshold for the ICFR auditor attestation under Form 20-F is proposed to remain, absent EGC status).

Open questions and areas for comment

The proposal raises several interpretive and policy questions on which the SEC has invited comment, and that may attract significant attention from practitioners and issuers, including:

Whether the proposed $2 billion LAF threshold and the two-year and 60-month eligibility criteria are appropriately calibrated.
Whether there should be a mechanism for automatically adjusting the $2 billion LAF threshold, and, if so, what the mechanism should be.
How the transition framework should operate for companies currently occupying intermediate categories, including AFs.
Whether the broad extension of scaled disclosures to NAFs is appropriate given the simultaneous elimination of the SRC category.
Whether further conforming amendments are warranted with respect to foreign private issuers.
Whether to add an accommodation for special purpose acquisition companies (SPACs) that would permit a new seasoning period to begin when a business combination between a SPAC and a private operating company occurs.
The appropriate boundary conditions and measurement dates for the SNF subcategory.
How NAFs should practically implement the expanded material unresolved staff comment disclosure obligation.

Observations and commentary

If the SEC’s proposal is adopted, many existing public companies will become eligible for scaled disclosure accommodations that were not previously available to them, and newer public companies will benefit from an extended reporting on-ramp. If adopted, some potential impacts could include:

Consideration of voluntary auditor attestation. Depending on the investor profile, companies that are no longer subject to the ICFR auditor attestation may consider voluntarily obtaining an ICFR auditor attestation to enhance the reliability of management’s assessment of ICFR and improve the reliability of financial statements. Investors may still view the auditor’s attestation as enhancing the quality of financial statements, which investors rely on in making investment and voting decisions.
Adverse recommendations for compensation committee members. Currently, in general, if a company includes a shareholder advisory say-on-pay vote, Institutional Shareholder Services (ISS) addresses its compensation-related recommendations to that proposal. However, if there is no say-on-pay proposal on the ballot, any adverse recommendations related to executive compensation are typically applied to compensation committee members. Without a say-on-pay proposal on the ballot for NAFs, more public company compensation committee members may find themselves subject to adverse recommendations related to executive compensation.
Modeling compliance costs for newly public companies. Presently, a new public company could become an LAF after being an Exchange Act reporting company for 12 calendar months, thereby providing a new public company very little time to prepare for the additional requirements. A five-year on-ramp for every new public company, regardless of public float, would greatly help companies model the increased costs for company personnel, third-party advisors or service providers required to comply with nonscaled disclosure requirements, accelerated reporting deadlines and ICFR auditor attestation.
Impact on SNFs. Although the extended filing deadlines proposed for SNFs would alleviate some timing pressure, the proposed deadlines could result in SNFs filing their 10-K, proxy statement and first quarter 10-Q within days of each other. SNFs may therefore still choose to file earlier than the extended deadline (or opt into semiannual reporting if semiannual reporting rules go into effect as proposed) to avoid managing concurrent workstreams.

Next steps

Comments on the proposed amendments should be received on or before July 20, 2026. Public companies, underwriters, auditors and other market participants with views on the proposal’s scope, thresholds or transition mechanics should consider whether to submit comments during that period.

If adopted as proposed, the transition framework would require existing registrants to make an initial LAF/NAF status determination keyed to the fiscal year before the effective date of any final rules. The availability of NAF scaled disclosures, and SNF extended filing deadlines where applicable, would generally commence with the first filing following the effective date of the final rules and completion of that initial assessment. The proposing release provided the following examples:

Assuming an August 1, 2027, effective date, if a calendar year-end registrant had public float of $2 billion or more for 2026 and 2025 (determined at the end of each of its second fiscal quarters for 2026 and 2025, respectively), and if it had been a reporting company for at least 60 consecutive calendar months as of December 31, 2026, then it would continue as an LAF, and would continue to be required to comply with the reporting requirements for LAFs in its next Securities Act or Exchange Act filing after the initial filer status assessment was performed.
On the other hand, if the calendar year-end registrant were an LAF before effectiveness of final rules on August 1, 2027, but would not meet either the proposed public float or the seasoning requirement for LAF status as of December 31, 2026 (i.e., because its public float at the end of either of its two most recent second fiscal quarters was less than $2 billion and/or it had not met the 60-calendar month seasoning requirement), the reporting company could conduct its assessment as early as August 1, 2027, at which point it would become an NAF, and could begin scaling its disclosure and availing itself of the other accommodations available to NAFs beginning with its next Securities Act or Exchange Act filing made after the initial filer status assessment was completed. If this registrant had total assets of $35 million or less as of the end of each of its two most recent second fiscal quarters before December 31, 2026 (i.e., June 30, 2026, and June 30, 2025), then it would be an SNF, and could begin availing itself of the longer reporting deadlines for SNFs with its next periodic filing (i.e., the Form 10-Q for the fiscal quarter ended September 30, 2027).

Companies should consider modeling their likely status under the proposed rules, in order to anticipate changes to procedures and budgets if the rules are adopted. Companies should monitor the rulemaking for further developments and are encouraged to provide feedback on the proposal.

Cooley’s corporate governance and securities regulation attorneys are available to discuss these issues. Reach out to your existing Cooley contact or email the Cooley capital markets team.

Cooley Bolsters New York Fund Formation Practice With Key Tax Hire

Thu, 21 May 2026 16:00:00 Z

New York – May 21, 2026 – Jon Brose has joined Cooley as a partner in the firm’s tax practice in New York, further strengthening the firm’s tax capabilities for its fund clients.

Brose brings deep experience advising investment funds and their sponsors on the tax aspects of fund formation and ongoing operations. His practice focuses on management entity and fund structuring, seeding arrangements, partnership and international tax issues, compensation arrangements, and transactional matters across the life cycle of investment funds. He joins Cooley from Cadwalader, where he was a partner in the tax group.

“We are excited to welcome Jon to Cooley,” said John Clendenin, partner and chair of Cooley’s global fund formation practice. “Jon’s experience advising investment managers on fund formation and operational tax matters makes him an excellent fit for our platform. As demand continues to grow from sponsors navigating increasingly complex tax and structuring considerations, Jon’s background will be a valuable resource for our fund formation clients.”

Brose has spent significant time advising investment management clients on fund-related matters, building a strong foundation in the tax issues most relevant to sponsors and managers. He has experience across a range of investment strategies and asset classes, including private equity, venture capital, credit, distressed assets, commodities, cryptocurrencies, and real estate, and he works closely with clients to deliver practical, business-oriented tax advice. Brose has received consistent industry accolades for his tax practice, including recognition from The Legal 500 US as a leading practitioner.

“I’m excited to join Cooley and focus my practice on supporting investment managers and fund sponsors,” said Brose. “Cooley’s market-leading fund formation platform and collaborative approach provide an ideal environment to work with clients as they build, grow and manage their funds.”

Cooley’s fund formation practice provides primary counsel to more than 950 investment fund organizations. The practice’s deep bench of 60+ lawyers has helped support $120 billion+ in committed capital in closings over the past five years. Its client investments span the US, China, Europe, India, Vietnam, Singapore, Israel, South America and elsewhere. The group formed the first venture capital limited partnership in the western US and has been active in China for four decades and in India for three. The team advises on every type of fund formation, including private equity, venture capital, hedge funds, fund of funds, evergreen, growth equity and other managers at all states and sizes, from individual angel funds to billion-dollar investment funds.

Cooley’s tax practice provides strategic life cycle tax advice and counseling at every stage of a client’s business. The firm handles sophisticated cross-border transactional tax structuring and annually advises on 2,500+ transactions with complex tax considerations for more than 3,000 clients across technology, life sciences, energy, telecommunications, real estate and other industries. The team focuses on all aspects of US and UK tax law and includes lawyers regularly ranked in The Legal 500 US and UK, Chambers US and UK, and Best Lawyers.

Antitrust Suits Spread Through Fertilizer Industry

Thu, 21 May 2026 15:38:31 Z

Cooley partner Dee Bansal was quoted in a Law.com article about how the surge of antitrust lawsuits against fertilizer companies was likely influenced by reports of a government investigation. Bansal cautioned that these cases could become lengthy and costly, and noted that the filings can serve as a reminder for companies about the importance of maintaining a strong antitrust compliance program.

Read the article (subscription required)

Europe’s New Tech-Licensing Rules: Evolution, Not Revolution

Thu, 21 May 2026 14:20:00 Z

On May 1, the European Union’s revised Technology Transfer Block Exemption Regulation (TTBER) and accompanying Technology Transfer Guidelines came into force. The new rules replace a framework that had been in place since 2014 – an eternity in technology markets. Four years of review and public consultation by the European Commission have produced something that is less a bonfire of the old rules than a careful spring cleaning. The 2026 reform does not rewrite the underlying competition-law logic. Rather, it updates the legal scaffolding that applies it.

In Brussels jargon, technology transfer agreements are those by which a licensor authorizes a licensee to use certain technology rights to produce goods or services. Most such deals are benign, simply spreading technology and spurring research. The TTBER accordingly grants a “block exemption” from the prohibition on competition-restrictive agreements in Article 101(1) of the Treaty on the Functioning of the European Union (TFEU), on the assumption that qualifying agreements meet the efficiency criteria of Article 101(3). Yet, this is no carte blanche. Licensing agreements that fail to satisfy specified conditions, or that contain “hardcore” restrictions, fall outside the exemption – exposing their parties to the risk of severe quasi-criminal fines and civil damages.

The new Technology Transfer Guidelines flesh out how the TTBER should be interpreted and how agreements falling outside it should be assessed. The main changes fall into four areas:

Data licensing: Data encompassed by in-scope rights fall within the TTBER, while Data Act-mandated sharing receives Article 101 comfort.
Market share thresholds: Nascent technologies attributed zero share, and the grace period for threshold breaches increases from two to three years.
Technology pools: Tighter disclosure duties, a new anti-double-dipping rule and an explicit fair, reasonable and nondiscriminatory (FRAND) obligation on pool-granted licenses are imposed.
Licensing negotiation groups: In first-ever EU guidance, a line is drawn between pro-competitive collective bargaining and buyer cartels, though no formal safe harbor is offered.

Data: the elephant in the (server) room

The TTBER covers the licensing or assignment of know-how, patents, utility models, design rights, topographies of semiconductor products, supplementary protection certificates, plant breeder’s certificates and software copyrights. Data licensing agreements, however, were conspicuously absent from the 2014 rules – even as they became ubiquitous in practice.

In the public consultation, stakeholders clamored for guidance while simultaneously warning against a blanket extension of the TTBER to all data licensing – a reflection of the sheer diversity of data types in play. The Commission has threaded the needle. Under the new guidelines (Section 3.3.2), data that qualifies as an existing technology right – production know-how, for instance – falls squarely within the TTBER. Databases protected by copyright or the database sui generis right, being the closest analogues to covered technology rights, will be assessed by analogy with the TTBER’s principles. All other data licensing must be analyzed case by case.

Two further clarifications are worth noting. Information exchanged in the context of database licensing will often not restrict competition “by object” within the meaning of Article 101 of the TFEU. However, exchanges that go beyond what is objectively necessary and proportionate will be scrutinized under the Commission’s Guidelines for Horizontal Co-operation Agreements. And data-sharing agreements mandated by Chapter II of the Data Act will generally be treated as compliant with Article 101 – unless they serve as a fig leaf for hardcore restrictions such as price-fixing or customer allocation.

Market shares: less guesswork, more grace

The TTBER’s safe harbor depends on the parties not exceeding certain market-share thresholds. For competitors, the combined share must stay below 20% on any relevant technology or product market; for noncompetitors, each party’s share must remain below 30%. That’s simple enough in theory – but in practice, calculating shares in technology markets can be devilishly difficult.

Stakeholders told the Commission as much during the consultation, prompting three targeted fixes. First, the TTBER (recital 13) now confirms that technologies which have not yet generated sales of contract products hold a market share of “zero” – a welcome reduction in uncertainty for early-stage and nascent technologies. Second, the TTBER (Article 8(d)) and Technology Transfer Guidelines (Section 3.3.2) provide further methodological guidance on how to calculate technology market shares in the first place. Third, and perhaps most practically significant, the “grace period” during which the block exemption continues to apply after shares breach the thresholds has been extended from two to three years (Article 8(e)). That extra year offers a useful buffer where market shares fluctuate on the back of new technology launches.

Technology pools: tightening the soft safe harbor

Technology pools – arrangements in which two or more parties assemble a package of technology rights for licensing to contributors and third parties alike – sit outside the TTBER itself. But the Technology Transfer Guidelines have long offered a steer for assessment, including a “soft safe harbour” for pools meeting certain conditions. In the consultation, stakeholders broadly endorsed the existing guidance but grumbled that some conditions were too vague.

The revised guidelines (Section 4.4) respond with three sharpened requirements. Pools must now effectively disclose to licensees both the individual rights included and the methodology used to assess their essentiality – though there is no obligation to evaluate every single patent in the bundle. A new “double-dipping” prohibition ensures licensees are not charged twice for the same technology (once under a bilateral license with an individual right holder and again under the pool license). And the existing FRAND condition has been tightened to make explicit that it applies to licenses granted by the pool itself, closing what was seen as an awkward gap in the prior wording.

Licensing negotiation groups: new kids on the block

Licensing negotiation groups (LNGs) – arrangements whereby technology implementers band together to negotiate license terms collectively – are the genuinely novel element of the 2026 package. The 2014 guidelines said nothing about them, for the simple reason that none were known to exist at the time. (The Commission issued its first informal guidance letter on the subject only in July 2025, in relation to the Automotive Licensing Negotiation Group).

The new guidelines (Section 4.5) now provide a framework for assessing these creatures. On the pro-competitive side, LNGs can reduce transaction costs and produce more balanced, better-informed negotiations. On the anticompetitive side, they risk exercising excessive purchasing power to drive royalties below competitive levels, facilitating downstream coordination among participating implementers or foreclosing third-party implementers.

Crucially, the Commission draws a line between genuine LNGs and buyer cartels. Groups that operate transparently, disclose their membership and confine themselves to negotiating license terms will generally not be found to restrict competition “by object.” The guidance identifies specific risk-reduction measures that LNGs can adopt – relating to market power, scope of activity and information barriers – to stay on the right side of Article 101.

Notably, the Commission chose not to offer a formal safe harbor for LNGs. Its reasoning is candid: With so little enforcement experience, prescriptive conditions risked either failing to capture genuine concerns (under-enforcement) or deterring pro-competitive arrangements (over-enforcement). The substance of what might have been safe-harbor conditions has instead been folded into the risk-reduction guidance – a pragmatic hedge.

The bottom line

The 2026 package, then, is a measured refinement rather than a rethink. The core architecture – block-exemption conditions, hardcore restrictions, individual assessment principles – remains intact. What has changed is the scaffolding surrounding it, updated to reflect a world of data licensing, fluctuating technology markets and collective negotiation that the 2014 drafters could not fully have foreseen. Companies with technology licensing agreements touching the EU market would do well to review them against the full updated framework. The consequences for getting it wrong have not become any less severe.

EEOC Proposes to Eliminate EEO-1 Reporting

Thu, 21 May 2026 07:00:00 Z

On May 14, 2026, the Equal Employment Opportunity Commission (EEOC) submitted a proposed rule to the Office of Management and Budget’s Office of Information and Regulatory Affairs (OIRA) titled, “Rescission of EEO-1, EEO-2, EEO-3, EEO-4, EEO-5, and reporting requirements under Title VII, the ADA, GINA, and the PWFA.” If finalized, this could eliminate the annual EEO-1 workforce demographic filing familiar to many large employers. The proposed rule would also eliminate EEO reports currently required by certain labor unions, state and local governments, and school systems.

A requirement since 1966, the EEO-1 Component 1 report is a mandatory annual data collection that requires all private-sector employers with 100 or more employees, and federal contractors with 50 or more employees meeting certain criteria, to submit workforce demographic data, including data by job category and sex and race or ethnicity, to the EEOC. The latest proposal follows a reporting change made last year, in which the Trump administration eliminated the optional reporting of nonbinary employee data pursuant to the January 20, 2025, Executive Order 14168 “Defending Women From Gender Ideology Extremism and Restoring Biological Truth to the Federal Government.”

Notably, the elimination of EEO-1 data reporting was recommended in Project 2025’s policy playbook, which called for rescinding the collection, noting that, “[c]rudely characterizing employees by race or ethnicity fails to recognize the diversity of the American workforce and forces individuals into categories that do not fully reflect their racial and ethnic heritage.” Current EEOC Chair Andrea Lucas also warned employers that they may not use the information collected and reported in their organization’s EEO-1 report to justify treating employees differently based on their race, sex or other protected characteristics.

What this means

The submission of a proposed rule is an early step in a longer process. Under Executive Order 12866, OIRA has up to 90 days (which may be extended) to review a proposed rule. After OIRA concludes the review, the proposed rule will be published in the Federal Register for a review and comment period.

As these administrative processes will take time, employers covered by the EEO-1 reporting obligations should continue preparing for the next filing cycle and monitor for further updates to the pending proposal. If federal EEO-1 reporting is ultimately rescinded, states may seek to fill the gap by imposing their own workforce demographic data collection and reporting requirements, potentially creating a patchwork of compliance obligations for multistate employers.

Trade Court Rejects Section 122 Tariffs, Appeal Pending

Thu, 21 May 2026 07:00:00 Z

The US Court of International Trade (CIT) recently held in a split decision that the Trump administration’s imposition of a 10% global tariff, effective February 24, 2026, under Section 122 of the Trade Act of 1974 was “invalid” and “unauthorized by law.” While the CIT issued a permanent injunction prohibiting the collection of further Section 122 duties (and the government did not contest that the CIT could order reliquidation of entries and refunds after a final, unappealable decision), that relief was limited to plaintiff importers who paid the challenged tariffs. The CIT declined to issue universal injunctive relief. The US Court of Appeals for the Federal Circuit has since temporarily stayed the judgment, meaning the tariffs remain in effect for the importer plaintiffs for now, pending further ruling by the appellate court.

The CIT’s ruling, the Federal Circuit’s stay and practical implications

After the US Supreme Court held that the tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were unauthorized in February 2026, the administration immediately imposed a new global 10% tariff on most imported goods, invoking Section 122 of the Trade Act of 1974, which authorizes the imposition of tariffs to address “large and serious United States balance-of-payments deficits,” among other specified circumstances. A coalition of states and private importers challenged this executive action.

The CIT held that the tariffs exceeded the scope of the statute but limited injunctive relief to plaintiffs who imported goods subject to Section 122 tariffs. The CIT enjoined the government from collecting Section 122 tariffs solely with respect to these plaintiffs. The CIT declined to enter a universal injunction. The ruling was divided, with a dissenting judge arguing that the tariffs were lawfully imposed pursuant to authority delegated by Congress.

Shortly thereafter, the government appealed the CIT’s decision, and the Federal Circuit issued a temporary stay while it decides whether to issue a broader stay pending resolution of the government’s appeal. The CIT’s ruling and Federal Circuit’s stay underscore the rapidly evolving landscape and leave open questions regarding the relief available and steps affected entities must take to preserve their rights to a potential refund of Section 122 tariffs.

If you have any questions concerning this ruling or its potential implications, please reach out to your Cooley contact or one of the lawyers listed below.

Socket Raises $60 Million Series C at $1 Billion Valuation

Wed, 20 May 2026 15:02:00 Z

San Francisco – May 20, 2026 – Cooley advised Socket, a cybersecurity platform that protects companies from software supply chain attacks, on its $60 million Series C at a $1 billion valuation, bringing its total funding to $125 million. Thrive Capital led the round, with participation from Andreessen Horowitz, Abstract Ventures and Capital One Ventures.

Lawyers Kevin Rooney, Ben Lima, Jessica Dallas, Alice Wu and Sharon Connaughton led the Cooley team advising Socket.

Cooley previously advised Socket on its $40 million Series B financing in October 2024.

Engage Bio Acquired by Eli Lilly for up to $202 Million

Wed, 20 May 2026 12:28:40 Z

Cooley advised Engage Bio, a preclinical biotechnology company pioneering non-viral DNA delivery, on its acquisition by Eli Lilly for up to $202 million in cash, including an upfront payment and subsequent payments upon achievement of specified development milestones.

The transaction was announced publicly in the following press release, which can be viewed here.

Lead team: Charity Williams, Lindsey O’Crump, Mika Mayer and Lauren Creel led the Cooley team advising Engage Bio.

Supporting team: Nitasha Bennett, Alessandra Murata, Josh Himmelstern, Allie Pilmer, Camille Awono, Emily Ianarelli, Ross Eberly, Jonathan Rivinus, Freddy Yip, Stacey Bradford, Megan Browdie, Paula Fleckenstein, Tony Guan, Andrew Epstein, Morgan Perna and Karen Tsai provided invaluable support.

Cooley Extends Run as #1 Ranked Global, US Advisor to Venture-Backed Companies

Tue, 19 May 2026 19:56:01 Z

Palo Alto – May 19, 2026

Cooley was again named the #1 law firm in the US and globally for representing companies raising venture capital, according to PitchBook’s Q1 2026 Global League Tables – a ranking the firm has held for more than six consecutive years. In addition, LSEG’s Global Private Equity & Venture Capital Review for Q1 2026 named Cooley the #1 firm for representing companies raising venture capital based on deal count, as well as the #1 law firm for venture capital firm representations based on overall deal count and overall deal value.

PitchBook also recognized Cooley as the leading life cycle firm, evidenced by its #1 ranking for deals overall in the US and globally based on representations of companies in the combination of venture capital financings, initial public offerings (IPOs), M&A and private equity transactions.

Cooley was #1 in the PitchBook year-end rankings for overall representations in VC financings across several industry sectors, including pharmaceuticals and biotech, healthcare services & systems, IT hardware, and consumer goods & services.

The firm also landed atop PitchBook’s lists for venture deal volume in multiple regions across the US, including the Great Lakes, Mountain and Midwest regions, and was second-most active in the West Coast, New England, Mid-Atlantic states, South and Southeast regions. Cooley was also #1 in the UK and Ireland PitchBook rankings and was second-most active across Europe.

Cooley is the go-to advisor to innovators and disruptors, helping turn great ideas into great companies. We are one of the most active firms globally in advising on early- and late-stage financings, IPOs and M&A, combining our multidisciplinary platform with efficient, tech-enabled resources designed to provide clients with premium counsel through each stage as they scale. Cooley is deeply connected in the venture ecosystem, working with startups, boards, management teams and investors to support more than 7,000 high-growth private companies reshaping the global economy. Our distinctive approach to client relationships, proactive problem-solving and team collaboration ensures clients have a legal partner to take their business to the next level.

Hallmarks of Cooley’s commitment to innovation include Cooley GO, a platform offering easy-to-navigate resources and document generators to help startups grow their businesses; IPO GO, an interactive resource designed specifically for executives, legal teams and finance professionals preparing to go public; and Cooley Protect, a resource providing companies the information they need to make informed decisions about patent protection and strategy.

Mentari Therapeutics Announces Merger with InMed Pharmaceuticals, Concurrent $290 Million Private Placement

Tue, 19 May 2026 17:03:00 Z

San Diego – May 19, 2026 – Cooley advised the placement agents to Mentari Therapeutics, a privately-held biotechnology company developing therapies for migraine prevention, in connection with an approximately $290 million private placement concurrent with its merger with InMed Pharmaceuticals.

The syndicate of investors was led by Fairmount with participation from Commodore Capital, Deep Track Capital, Janus Henderson Investors, a16z Bio + Health, Venrock Healthcare Capital Partners, Wellington Management, TCGX, Blackstone Multi-Asset Investing, BB Biotech, Farallon Capital, RTW Investments, LP, Vivo Capital, Perceptive Advisors and other leading investment management firms.

Partners Denny Won, Charlie Kim and Div Gupta led the Cooley team advising the placement agents.

Cooley Reinforces Leading Privacy Practice for Major Tech Companies

Tue, 19 May 2026 17:00:00 Z

Washington, DC – May 19, 2026 – Cooley today announced that Meredith Halama has joined the firm as a partner in its global cyber/data/privacy group. She and her colleague Katie Cramer, who is also joining Cooley, are among the industry’s foremost leaders in the application of consumer privacy laws to advertising technology.

Together, Meredith and Katie enhance the litigation department’s cyber/data/privacy practice, which is already recognized as among the industry’s best, and reinforce its capabilities to serve major technology companies. Meredith and Katie will reside in the firm’s Washington, DC, and Denver offices, respectively.

“Cooley has long had one of the best privacy and cybersecurity practices for counseling, defense of government investigations and privacy class actions. Meredith and Katie significantly expand our counseling practice by contributing their exceptional experience in ad tech,” said Ian Shapiro, partner and chair of Cooley’s global litigation department. “They are already the primary privacy advisors to many of the world’s major technology companies. Upon their arrival, we expect them to become the same for many more Cooley clients and to collaborate with Cooley’s litigators in the defense of federal and state privacy investigations and privacy class actions.”

Meredith and Katie join Cooley from Perkins Coie, where Meredith was co-chair of the firm’s privacy and security practice. She has advised clients on privacy and ad tech for more than 20 years. Merdith served as the deputy general counsel and director of policy and compliance for the Network Advertising Initiative, the industry trade group for online advertising, prior to joining Perkins Coie.

“Meredith and Katie practice at the intersection of law, technology and commercialization – the DNA of the modern economy. They are a perfect fit for Cooley, where we represent the most innovative companies in the world,” said Travis LeBlanc, partner and co-chair of Cooley’s global cyber/data/privacy practice. “Their arrival immediately elevates the solutions we can, and will, deliver to our clients.”

“I’m excited to join Cooley’s premier privacy and data security group and the broader Cooley practice,” said Halama. “As companies confront intensifying scrutiny around their data practices, particularly with respect to marketing to consumers, and the industry continues to shift into AI-driven products, there is a growing need for practical, forward-looking guidance that enables growth while managing legal and reputational risk. Cooley’s strength in the tech sector and deep experience defending companies in privacy- and advertising-related regulatory and class action matters make it an ideal platform from which to deliver that counsel. I’m also looking forward to partnering with Cooley’s deep bench of premier privacy litigators to defend clients in the growing flood of claims and investigations concerning their practices involving the collection, use and disclosure of personal information for advertising purposes.”

Cooley’s global litigation department includes more than 500 lawyers in the US and Europe and is the leading litigation department for the representation of technology, life sciences and other innovative companies. Cooley has added numerous elite, next-generation lawyers to its litigation department throughout the US, including, since 2025, Elizabeth Prelogar, Raymond Tolentino, Ephraim McDowell, Brian Nelson and Janet Kim in DC; Simona Agnolucci, Ben Hur, Jonathan Patchen, Eduardo Santacana, Joshua Anderson and Tiffany Lin in San Francisco; Michael Rome and Brian Klein in Los Angeles; Lyndsey Kruzer in Boston; and James Kim, Tejal Shah and Sean Quinn in New York.

Orphai Therapeutics Sale to Quince Therapeutics

Mon, 18 May 2026 16:19:44 Z

Cooley advised Orphai Therapeutics, a clinical-stage biotechnology company, on its sale to Quince Therapeutics, a biotechnology company dedicated to unlocking the power of a patient’s own biology for the treatment of rare diseases. The acquisition brings Orphai’s lead program LAM-001, an inhaled formulation of rapamycin (mTOR inhibitor), to treat rare pulmonary diseases, into Quince’s pipeline.

The transaction was announced publicly in the following press release, which can be viewed here.

The Cooley corporate and M&A team advising Orphai was led by Brittany Wightman, Madison Jones, Rita Sobral, Rama Padmanabhan and Ariel Rom and included associates Kyle Hess, Dillon Holdsworth, Susan Choy, John DelMastro and Mac Taggart.

Partners Ariane Andrade and Nyron Persaud and associates Mark Cornillez-Ty and Breanna Qin provided compensation and benefits advice. Partner Charity Williams and associates John Forrest, Joe Perry and Noah Goldman provided advice on intellectual property matters. Partner Jeffrey Tolin and associate Hardy Zhou advised on tax matters. Special counsel Andrew Epstein and associate Christopher Suhler advised on cyber data privacy matters. Partner Ross Eberly and associates Jacob Lahana and Alyssa Broer provided advice on labor and employment matters.

Sedona Conference Publishes Model Jury Instructions on DTSA’s 10th Anniversary

Mon, 18 May 2026 16:00:00 Z

Key takeaways

The Sedona Conference’s Trade Secrets Working Group published the first-ever model jury instructions for federal DTSA cases – the product of a multiyear, consensus-driven drafting effort – filling a long-standing gap in trade secret trial practice.
The publication is expected to promote greater uniformity in DTSA jury instructions across federal courts, though some issues will continue to be treated differently in different courts.
Both plaintiffs and defendants stand to benefit from increased certainty, including improved prospects for early resolution of disputes when both sides have a clearer picture of how key issues are likely to play out at trial.

The need for DTSA model jury instructions

The federal Defend Trade Secrets Act of 2016 (DTSA) authorizes civil claims for trade secret misappropriation. DTSA trials are complex, often combining federal claims with state trade secret claims, breach of contract and other causes of action. Given the relatively modest period of the statute’s existence, uniform federal common law under the DTSA has been slow to develop.

In the absence of jury instructions specifically tailored to the DTSA, courts and litigants have relied on instructions from state law analogs (primarily statutes modeled on the Uniform Trade Secrets Act (UTSA), Economic Espionage Act precedents and prior DTSA trial court orders) – sources less readily available and formulated for a different purpose. The result has been certain inconsistency across districts, unpredictability for clients and counsel alike, and hard-fought disputes over jury instructions conducted without the benefit of an impartial and authoritative reference.

The effects of this publication go beyond trials themselves. Jury instructions provide the framework for understanding what each party must eventually prove and how they can prove it, which in turn shapes the tenor of prelitigation disputes, pretrial discovery and – critically – settlement analysis. The Sedona Conference’s model instructions are likely to have an important impact in these areas.

The Sedona Conference Trade Secrets Working Group

The Sedona Conference is a nonprofit research and educational institute dedicated to the advanced study of law and policy in complex litigation, intellectual property, artificial intelligence, and data security and privacy. Its Working Group Series publications – developed through a consensus-driven process among practitioners, academics and jurists representing all stakeholders – are widely recognized as influential thought leadership and frequently cited by courts and others.

The model instructions were developed over three years in a collaborative process that included a public comment period.

Highlights from the model jury instructions

The instructions address the full life cycle of a DTSA misappropriation claim at trial, organized as follows:

Trade secret existence: Definition of “trade secret,” the reasonable measures and independent economic value requirements, so-called “negative” trade secrets, combination and compilation trade secrets, the “generally known” and “readily ascertainable” standards, ownership, and the interstate commerce requirement.
Misappropriation: Misappropriation by improper acquisition, unauthorized disclosure and unauthorized use – including a specific instruction that “inevitable disclosure” is insufficient to establish misappropriation.
Damages: A comprehensive framework covering actual loss (including lost profits, price erosion, increased costs, development costs, lost business value and diminution of trade secret value), unjust enrichment (including defendant profits, avoided development costs and “head start” damages), reasonable royalty, apportionment, avoidance of double recovery, and exemplary damages for willful and malicious misappropriation.

The instructions reflect several notable outcomes on key issues, while also leaving certain unresolved questions and areas of disagreement for courts to address.

Defining trade secrets with particularity

The instructions require the factfinder to determine that the plaintiff has identified alleged trade secrets “with a reasonable degree of precision and specificity.” The requirement of defining trade secrets with particularity – and the appropriate timing for such definition by the plaintiff – continues to be a hot topic in trade secret litigation, including in the high-profile Ninth Circuit decision in Quintara Biosciences Inc. v. Ruifeng Biztech, Inc. The working group’s inclusion of an instruction concerning trade secret particularity reflects that this issue may remain a focus of the litigants up to and including trial.

Rejection of inevitable disclosure doctrine

The publication includes a model instruction requiring “actual” disclosure or use for a finding of misappropriation, rather than merely a finding that such use or disclosure would be “inevitable.” As the working group acknowledges, there has long been a debate concerning the degree of overlap between the requisite showing for “threatened misappropriation” sufficient to support preliminary injunctive relief, and “inevitable disclosure” that, in some courts, has been held to qualify as sufficient for a showing of misappropriation. The instructions do not fully resolve the distinction, but clarify that misappropriation by disclosure or use requires genuine, not speculative, disclosure or use.

Reasonable measures

While courts frequently provide nonlimiting examples of factors for juries to consider whether the plaintiff took “reasonable measures” to protect the confidentiality of the trade secret, the working group recognized that any specific example offered out of context could inadvertently favor one party. The Sedona Conference publication cautions that all instructions – and particularly those on reasonable measures – must be carefully tailored to the specific claims and facts in each case. The model instructions summarize two alternative approaches to reasonable measures: listing relevant examples for the factfinder to consider or separately listing each of the plaintiff’s and the defendant’s contentions.

‘Use’ of combination trade secrets – A circuit split left unresolved

Courts are divided on whether a defendant must use “all elements” of a so-called combination or compilation trade secret to be liable, or whether use of a “substantial portion” of the alleged trade secret is sufficient. Unable to resolve this split, the working group proposed two alternative instructions – one for each standard – and left the choice to the court. Litigants should be prepared to argue for the instruction beneficial to their position in courts that have not yet addressed the question.

Unjust enrichment damages – Jury or judge?

The instructions flag an unresolved question about whether unjust enrichment damages under the DTSA are legal (entitling the parties to a jury) or equitable (reserved for the court). Consistent with the approach of most courts to date, the instructions include unjust enrichment damages provisions and note that courts often submit the issue to the jury while preserving the option to treat the verdict as advisory to the court’s own determination.

Practical implications for DTSA litigants

For parties involved in or contemplating DTSA litigation, the model jury instructions provide a well-regarded resource to frame how key issues will be presented to a jury. Because an influential organization has now reduced these principles to writing, there may be increased certainty on issues, such as defining trade secrets with particularity, ways to establish “use,” reasonable measures and damages methodologies, that previously lacked a widely accepted baseline. That increased certainty benefits both sides: Plaintiffs and defendants can more reliably assess the strength of their positions at the outset of litigation, which may facilitate more informed early settlement discussions and reduce the cost of disputes that would otherwise turn on unpredictable jury instruction battles. For potential plaintiffs, in particular, greater uniformity across federal courts may reduce the need to be selective about the jurisdictions in which to bring cases, while defendants may benefit from reduced uncertainty about how key issues will be framed, regardless of where a plaintiff chooses to file.

Playground Global Announces $475 Million Fourth Fund

Mon, 18 May 2026 15:29:00 Z

San Francisco – May 18, 2026 – Cooley advised Playground Global, an early-stage venture capital firm, on its $475 million Playground Global Fund IV to back the next generation of deep technology companies turning foundational advances in science and engineering into commercial, industrial and societal impact.

Lawyers Eric Doherty and Michael Torbati led the Cooley team advising Playground.

Cooley has advised on Playground’s fund formation work since the company’s inception, including its $410 million Fund III in December 2023.

Data, Power and Dollars: Financing the AI Energy Boom

Mon, 18 May 2026 13:45:07 Z

Mona Dajani, partner and co-chair of Cooley’s infrastructure, energy and real estate practice, spoke on an Energy Gang podcast about her participation in the ACORE Finance Forum. She discussed how finance is structurally changing in the data centers, technology and energy sectors during the artificial intelligence (AI) boom.

Listen to the podcast

Iridium Communications Acquires Aireon

Fri, 15 May 2026 18:37:52 Z

Cooley advised Iridium Communications, a leading provider of global voice, data, and positioning, navigation, and timing (PNT) satellite services, on its agreement to acquire Aireon LLC, operator of the world's only space-based Automatic Dependent Surveillance-Broadcast (ADS-B) air traffic surveillance system.

The transaction was announced publicly in the following press release, which can be viewed here.

Lead team: Joshua Holleman, Robert McDowell, Meredith Klionsky, Cassidy Schuma and Dennis Craig led the Cooley team advising Iridium Communications.

Supporting team: Scott Deutsch, Cristina DeBiase, Jason Shefferman, Stella Sarma, Nicollette Kirby, Sara Derhab, Patrick Sharma, Michael Bergmann, Sarah Oliai and Megan Browdie provided invaluable support.

Cooley previously advised Iridium Communications on its 2025 acquisition of Satelles.

Mirum Pharmaceuticals Announces $690 Million Convertible Senior Notes Offering

Fri, 15 May 2026 15:49:19 Z

New York – May 15, 2026 – Cooley advised Mirum Pharmaceuticals (Nasdaq: MIRM), a leading rare disease company, on its $690 million aggregate principal amount of convertible senior notes due 2032 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, which includes the full exercise of the initial purchasers’ option to purchase up to an additional $90 million aggregate principal amount of the notes.

Lawyers Jason Kent, Mischi a Marca, Jason Savich, Julia Boesch, Timothy Nguyen, Nicholaus Johnson, Kelly McCormick, Yoni Horn and Rebeca Kinslow led the Cooley team advising Mirum.

Cooley previously advised Mirum on its acquisition of Bluejay Therapeutics in December 2025, its initial public offering in July 2019, and on various other matters dating from the company’s formation in May 2018.

Litigator of the Week Runners-Up and Shout-Outs

Fri, 15 May 2026 15:39:14 Z

Cooley lawyers Raymond Tolentino, Heather Sawyer, Joshua Revesz and Dev Ranjan, earned a shout-out on the American Lawyer’s Litigator of the Week Runners-Up and Shout-Outs list for securing a preliminary injunction for its client The Endocrine Society, blocking the Federal Trade Commission’s civil investigative demand into the Society's medical views and opinions regarding gender affirming care. The team was supported by associates Alex Deitz, Elissa Lowenthal and Katie Kaufman.

Read the article (subscription required).

The Evolving Approach Chinese Companies Have Taken to Navigating US Litigation

Thu, 14 May 2026 21:00:49 Z

Cooley partner William K. Pao authored an article for Law.com discussing how Chinese companies’ approach to US litigation and regulatory scrutiny has evolved over 20 years.

Read the article

Peloton Consulting Strategic Investment from Sunstone Partners

Thu, 14 May 2026 20:48:37 Z

Cooley advised Peloton Consulting Group, an Oracle partner specializing in AI-driven transformations, on its strategic investment from Sunstone Partners, a growth-oriented private equity firm focused on technology- and AI-enabled services companies.

The transaction was announced in the following press release.

Lead team: Alfred Browne, Nick Kenyon, Sydney Sachs and Sri Ravipati led the Cooley team advising Peloton Consulting Group.

Supporting team: Ryan Montgomery, Rick Jantz, William Corcoran, Megan Browdie, Sharon Connaughton, Stella Sarma, Thomas Connors, Carly Mitchell and Kristen Mathews provided invaluable support.

Neurocrine Announces $1 Billion Revolving Credit Facility

Thu, 14 May 2026 17:35:00 Z

San Diego, CA – May 14, 2026 – Cooley advised Neurocrine (Nasdaq: NBIX), a leading biopharmaceutical company, on its $1 billion five-year revolving credit facility with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent.

Lawyers Michael Tollini and Matthew Scarano led the Cooley team advising Neurocrine.

Cooley has served as Neurocrine’s primary corporate and transactional counsel for approximately 20 years. During that time, the firm has advised the company on a variety of matters, including its acquisition of Soleno (2026), acquisition of Diurnal (2023) and $517.5 million offering of convertible senior notes (2017). Cooley also counseled Neurocrine on numerous license agreements with leading life sciences companies, including Mitsubishi Tanabe Pharma (2015), Xenon (2019), Takeda (2020), Sosei Heptares (2021), Voyager Therapeutics (2023) and TransThera (2025).

Key Tronic Case Shows SEC Isn’t Ignoring Controls Violations

Thu, 14 May 2026 15:32:32 Z

Cooley lawyers Tejal Shah and Bingxin Wu authored an article for Law360 discussing the US Securities and Exchange Commission (SEC) settlement with Key Tronic and how it is a helpful reference point for other public companies engaged in settlement discussions with SEC staff.

Read the article

DoD Targets Foreign Ownership Disclosure in Proposed DFARS Rule

Thu, 14 May 2026 13:35:57 Z

The Department of Defense (DoD) issued a proposed rule on May 7, 2026, to amend the Defense Federal Acquisition Regulation Supplement (DFARS) to implement provisions of the National Defense Authorization Act (NDAA) for fiscal years 2020 and 2021, aimed at mitigating risks related to beneficial ownership and foreign ownership, control or influence (FOCI) of DoD contractors and subcontractors. Contractors and subcontractors with an award of more than $5 million (other than for commercial products and services, absent a specific determination of coverage) must disclose FOCI and beneficial ownership information prior to a covered award, modification or option exercise, implement any required mitigation to address FOCI risks, and update their disclosures throughout contract performance. Comments on the proposed rule are due by July 6, 2026.

Background

The proposed rule implements aspects of Section 847 of the NDAA for FY 2020 (Pub. L. 116-92) and Section 819 of the NDAA for FY 2021 (Pub. L. 116-283). These statutes require covered contractors and subcontractors to disclose information related to their beneficial ownership and whether they are under FOCI, including contact information for foreign beneficial owners. Further, they mandate updates to this information when changes occur during contract performance and, if necessary, that contractors mitigate any FOCI pursuant to an approved FOCI mitigation plan for the duration of the award. The proposed rule also implements elements of DoD Instruction 5205.87, which establishes procedures related to disclosing beneficial ownership and FOCI information and mitigating FOCI risk.

Who is covered

The rule proposes to apply its requirements to “covered contractors” and “covered subcontractors,” which are existing or prospective DoD contractors or subcontractors at any tier with a contract or subcontract valued at more than $5 million. The rule will not apply to the acquisition of commercial products – including commercially available off-the-shelf (COTS) items – or commercial services, unless a designated senior DoD official determines that the contract implicates a national security concern or a risk to sensitive data, systems or processes.

Key requirements

The proposed rule imposes the following obligations on covered contractors and subcontractors:

Pre-award disclosure. Offerers must submit Standard Form (SF) 328, Certificate Pertaining to Foreign Interests, and supporting documents – including contact information for each foreign beneficial owner – to the Defense Counterintelligence and Security Agency (DCSA) for review through the National Industrial Security System (NISS).
Representation at the time of offer submission. By submitting an offer, the offerer represents that it has submitted the required information in NISS, and that the information is current, accurate and complete.
Continuous disclosure and updates. Contractors must complete, update and verify the currency of the SF 328 and supporting documents, including beneficial owner contact information in NISS, before contract modifications or renewals and whenever changes occur.
FOCI risk mitigation. Contractors determined to be under FOCI must implement any required mitigation within 90 calendar days after contract award, modification or option exercise. Practically speaking, this suggests that a contractor under FOCI can nevertheless be eligible for and receive an award, modification or option exercise while under FOCI as long as it has agreed to the proposed mitigation. The contractor will then have 90 days following the award, modification or option exercise to implement the FOCI mitigation plan.
Rapid reporting of changes. If changes may result in a contractor or subcontractor under FOCI, the contractor must report the foreign or beneficial owner’s name and relevant information, as well as any “readily available information” regarding actions taken or recommended to mitigate the associated risk, within three business days of identification. If DCSA notifies the contractor that FOCI or beneficial ownership poses a risk, the contractor must undertake a plan of action to implement DCSA’s mitigation recommendations and confirm in NISS that it will comply with those recommendations within 10 business days.
Subcontract flow down. Contractors must ensure that all subcontractors with subcontracts exceeding $5 million similarly have an eligible status in NISS before subcontract award and maintain that status throughout performance. Contractors must also insert the substance of the relevant contract clause into subcontracts and other contractual instruments exceeding $5 million.

Action items for contractors

Contractors and prospective contractors doing business with DoD – particularly those with foreign investors, parent companies or other foreign interests – should take note of the following:

Review FOCI exposure now. Contractors should assess whether any foreign interest could be deemed to have ownership, control or influence over their operations. The first step in doing so is completing an SF 328 and assembling the information that accompanies the SF 328. Cooley can help answer questions about the disclosures the SF 328 requires and what such disclosures may mean for DCSA’s FOCI analysis and requirements for FOCI mitigation measures.
Verify NISS status. Contractors should confirm or initiate their NISS registration and ensure SF 328 submissions are current, accurate and complete when made.
Review subcontract terms. Contractors should anticipate the need to flow down the new clause to subcontractors on awards exceeding $5 million.
Submit comments on the proposed rule by July 6, 2026. Comments should be submitted via the Federal eRulemaking Portal at regulations.gov (searching for DFARS Case 2021-D011) or by email to osd.dfars@mail.mil with “DFARS Case 2021-D011” in the subject line.

908 Devices Inc. Acquires NIRLAB AG

Wed, 13 May 2026 15:39:11 Z

Cooley advised 908 Devices Inc., a pioneer in handheld devices for real-time chemical analysis, on its acquisition of NIRLAB AG, a privately held Swiss technology company specializing in the identification of narcotics through AI-powered near-infrared (NIR) spectroscopy.

Cooley served as U.S. counsel to 908 Devices Inc. on corporate and capital markets aspects of the transaction.

This transaction was announced publicly in the following press release, which can be viewed here.

Lead team: Marc Recht, Rita Sobral, Brandon Fenn and Eric Blanchard led the Cooley team advising 908 Devices Inc.

Supporting team: Sydney Sawyier, Trevor Bossi, Arthur Courroy and Danbi Kim provided invaluable support.

Bluecore Acquired by Insider One

Wed, 13 May 2026 15:22:51 Z

Cooley advised Bluecore, a leading retail martech unicorn serving more than 400 US enterprise brands, on its agreement to be acquired by Insider One, the leading Agentic Customer Engagement Platform, enabling brands to deliver autonomous, end-to-end customer engagement and AI-driven growth.

The transaction was announced publicly in the following press release, which can be viewed here.

Lead team: David Silverman, Scott Rudin, Jim Fulton, Simon Trisk, Nancy Kyei and Ethan Ebert-Zavos led the Cooley team advising Bluecore.

Supporting team: Jeffrey Tolin, Nyron Persaud, Joseph Lockinger, Mark Cornillez-Ty, Katie Benvenuti, Erika Freeman, Joy Chow, Stefan Cohen, Michael Pelle, Liz Gold, Tania Soris and Brittany Sanok provided invaluable support.

Cooley has served as primary corporate counsel to Bluecore for over ten years, advising on the company’s Series A–E financings, which collectively resulted in a $1 billion valuation.

Avantia Acquired by Carta

Wed, 13 May 2026 15:15:51 Z

Cooley advised Avantia, an AI-native law firm built for the pace and complexity of private markets, on its acquisition by Carta, one of the leading fund administration and fund operations platforms serving institutional asset managers globally.

The transaction was announced publicly in the following press release, which can be viewed here.

Lead team: Ben Shribman, Harry Calkin and Aaron Archer led the Cooley team advising Avantia.

Supporting team: Maddie Drabble, Paula Holland, Jack Jones, Eerik Kukebal, Amy Collins, Amber Fisher, Chris Stack, Kafeel Azher and Nikki Taylor provided invaluable support.

Cooley previously advised Avantia on its Series A in October 2024.

IMPACT Therapeutics Announces HK$844 Million IPO

Wed, 13 May 2026 14:20:57 Z

Hong Kong – May 13, 2026 – Cooley advised IMPACT Therapeutics, a commercial-stage biotechnology company focused on advancing synthetic lethality-based precision anti-cancer therapies globally, on its HK$844 million initial public offering (IPO). IMPACT offered 41,977,000 H shares (subject to the over-allotment option) priced at HK$20.10 per share. The company’s shares began trading on the Hong Kong Stock Exchange on May 13, 2026, under stock code 7630.

Goldman Sachs and CICC acted as joint sponsors, overall coordinators, joint global coordinators, joint bookrunners and joint lead managers for the offering.

Lawyers Yiming Liu, Michael Yu, Hilda Li, Ying Liu, Xinwei Li and Daniel Zheng led the Cooley team advising IMPACT.

CoinDesk Live at Consensus Miami

Wed, 13 May 2026 13:33:47 Z

Cooley partner Brian Klein appeared on CoinDesk Live at Consensus Miami 2026, where he shared an update on client Roman Storm’s case and what’s ahead, and discussed the legal risks facing crypto founders amid increasingly aggressive federal enforcement.

Watch the video (3:11:42 – 3:21:48)

Tempus Announces Upsized $460 Million Convertible Senior Notes Offering

Tue, 12 May 2026 17:19:00 Z

Chicago – May 12, 2026 – Cooley advised Tempus AI (Nasdaq: TEM), a technology company leading the adoption of artificial intelligence to advance precision medicine and patient care, on its offering of $460 million aggregate principal amount of 0% convertible senior notes due 2032 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, which includes the full exercise of the initial purchasers’ option to purchase an additional $60 million aggregate principal amount of notes.

Lawyers Christina Roupas, Jason Savich, Mischi a Marca, Pengli Li, Timothy Nguyen and Shimeng Cheng led the Cooley team advising Tempus.

Cooley previously advised Tempus on its upsized $650 million convertible senior notes in June 2025, $300 million incremental debt financing in February 2025, $600 million acquisition of Ambry Genetics in November 2024 and $410.7 million initial public offering in June 2024.

FCC Proposes Making Spectrum Available for ‘Weird Space Stuff’

Tue, 12 May 2026 16:48:00 Z

On March 26, the Federal Communications Commission (FCC) adopted a Notice of Proposed Rulemaking titled, “Spectrum Abundance for Weird Space Stuff,” seeking comment on ways it can make spectrum available for new space activities. The FCC proposes two pathways to opening more spectrum for new space activities: clarifying and expanding its traditional regulatory classifications and exploring new spectrum bands that can support new use cases on a dedicated basis.

Comment due date: May 11, 2026

Reply comment due date: June 8, 2026

Clarifying existing spectrum allocations

Authorizing spectrum ‘piggybacking’

The first avenue the FCC proposes for accessing additional spectrum resources for new space operations is to expand some of its existing frequency authorizations. “Piggybacking” entails a space station using the same frequencies as a separate, consenting spacecraft that is also authorized by the FCC, as long as the space station certifies that it will only use its authorization for servicing, monitoring or collaborating with the consenting spacecraft, and its operations will conform with the consenting spacecraft’s license.

Authorizing stand-alone TT&C within existing FSS allocations

The FCC also proposes authorizing applicants for emergent space operations to conduct telemetry, tracking and command (TT&C) in fixed-satellite service (FSS) bands. FSS space station licensees are routinely authorized to conduct TT&C in the same frequency bands that are allocated for FSS. This allocation would be on an unprotected, noninterference basis subject to coordination with other authorized spectrum users.

Refining definition of TT&C

In line with its proposal to authorize emergent space operations to conduct TT&C operations, the FCC also proposes an updated interpretation of the definitions of space telecommand and space telemetry to include downlink of video and other data during maneuvers, such as rendezvous and proximity operations (RPO) or docking with other spacecraft, eliminating concerns that the current definitions could be narrowly construed to exclude those activities.

Existing service allocations

The FCC reviews requests to operate space stations within specific service allocations on a case-by-case basis and does not plan on abandoning this approach. In response to concerns regarding potential interference of new applicants requesting service in existing bands, the FCC clarifies that it will not preemptively exclude operators from applying to use frequencies in any service allocation where their operations could justifiably fit. The FCC’s rules already require applicants to demonstrate compliance with International Telecommunication Union (ITU) rules and recommendations and subject applicants to FCC review.

New spectrum bands for emergent space operations

The second avenue that the FCC is considering for new space operations is making available frequency bands that are already allocated for nonfederal use. The FCC is particularly interested in bands that are either not shared with federal users or are shared with federal users but are not intensively used and are allocated for federal use on a secondary basis. The main bands the FCC is considering are the 2320-2345 MHz band, 2315-2320 MHz and 2345-2350 MHz bands, 2305-2315 MHz and 2350-2360 MHz bands, and intersatellite links. While these frequency bands are the focus of the FCC at present, it seeks comment on any additional bands that may be suitable.

2320-2345 MHz band

The 2320-2345 MHz band is exclusively used by SiriusXM to provide satellite radio service (SDARS), and no other federal operations are authorized to operate in it. As such, the FCC proposes creating a secondary allocation for SOS operations in the Earth-to-space direction, as well as allowing SiriusXM to lease use of the spectrum to earth station licensees.

2315-2320 MHz and 2345-2350 MHz bands

These bands serve as the “guard band” spectrum between SDARS and terrestrial operations. The FCC proposes utilizing these bands in the same way as the 2320-2345 MHz band for command uplinks.

2305-2315 MHz and 2350-2360 MHz bands

The FCC seeks input on the potential to create a secondary allocation for SOS operations in the Earth-to-space direction and allowing AT&T, which has near-exclusive use, to lease the spectrum.

Intersatellite links

The FCC also proposes authorizing licensed satellite operators to use their FCC-licensed satellites and intersatellite links to provide TT&C and data downlinks in support of new space operations without the need to file a modification or obtain additional FCC authorization. This would allow the use of off-the-shelf equipment and already established ground and space infrastructure. It could also potentially open up a new avenue of business for established non-geostationary orbit (NGSO) or geostationary orbit (GSO) space station licensees.

OpenAI Forms New Joint Venture, OpenAI Deployment Company, and Acquires Tomoro

Tue, 12 May 2026 16:28:35 Z

Cooley advised OpenAI on the formation of OpenAI Deployment Company, a private-equity backed joint venture designed to help organizations build and deploy AI systems they can rely on every day across their most important work. This is a committed partnership between OpenAI and 19 leading global investment firms, consultancies, and system integrators.

Lead team: Ben Beerle, Amelia Davis, TJ Graham, Eileen Marshall, Stephanie Gentile, Scott McCall, Katie Rosati, Seamus Howard, David Zhou, Calvin Lee and Mark Cornillez-Ty led the Cooley team advising OpenAI on the formation of this joint venture.

In connection with the OpenAI Deployment Company’s launch, Cooley also advised OpenAI on its agreement to acquire Tomoro, an applied AI consulting and engineering firm that helps enterprises turn AI into operational advantage. The acquisition will bring approximately 150 experienced Forward Deployed Engineers and Deployment Specialists to the OpenAI Deployment Company from day one.

Lead team: Ben Shribman, Ben Beerle, Laurence Nelson, Arabella Murrison, David Wilson, Jack Jones, Ondrej Hajda, Paula Holland, Bethan Chalmers, Kafeel Azher, Chris Stack, Chris Coulter, Leo Spicer-Phelps, Amber Fisher, Olivia Anderson and Eerik Kukebal led the Cooley team advising OpenAI on this acquisition.

These transactions were announced publicly in the following press release, which can be viewed here.

A* Announces $450 Million Fund III

Tue, 12 May 2026 15:22:00 Z

Palo Alto – May 12, 2026 – Cooley advised A*, an early-stage venture capital firm leading the shift from transactional capital to meaningful partnerships, on its $450 million Fund III.

Lawyers Jimmy Matteucci, John Dado, Emily Hren, Brionne Frazier and Rand Singleton led the Cooley team advising A*.

Cooley previously advised A* on its $315 million oversubscribed Fund II.

Hengrui Pharma and Bristol Myers Squibb Announce Strategic Agreements

Tue, 12 May 2026 14:06:00 Z

Palo Alto – May 12, 2026 – Cooley advised Hengrui Pharma, an innovative, global pharmaceutical company dedicated to the research, development and commercialization of high-quality medicines to address unmet clinical needs, on its global strategic collaboration and license agreements with Bristol Myers Squibb (BMS) to advance a portfolio of 13 early stage programs in oncology, hematology and immunology, with the goal of accelerating discovery and development of innovative medicines for the benefit of patients worldwide.

Under the terms of the agreements, BMS will pay Hengrui up to $950 million, including a $600 million upfront payment, a $175 million first anniversary payment, and a second contingent anniversary payment of $175 million in 2028. The potential total value of the agreements is up to approximately $15.2 billion, including the exercise of available options for the joint discovery programs and the achievement of applicable development, regulatory, and commercial milestones for all programs. In addition, Hengrui is eligible to receive tiered royalties on net sales of products commercialized outside Chinese mainland, Hong Kong SAR, and Macau SAR.

Lawyers Lila Hope, Jennifer Raab, Jiqiang Lin, Freddy Yip and Yuhan Wu led the Cooley team advising Hengrui.

Cooley previously advised Hengrui on its agreement with GSK to develop up to 12 medicines in July 2025; its exclusive license agreement with Merck KGaA in April 2025; its exclusive license agreement with Merck in March 2025; its global license agreement (excluding Greater China) with Hercules CM Newco in May 2024; its exclusive worldwide (excluding mainland China) license agreement with Merck KGaA in October 2023; and its global license agreement (excluding Greater China and Korea) with Elevar Therapeutics in November 2023.

Cooley Advised Circle in its $222 Million Presale of ARC Token

Tue, 12 May 2026 13:59:00 Z

Miami – May 12, 2026 – Cooley advised Circle Internet Group, Inc., a full-stack internet financial platform business, on its $222 million presale of the ARC token, at a $3 billion fully diluted network valuation. Circle’s ARC presale is the first ever token sale by an SEC-registered company.

a16z crypto served as the lead purchaser in the sale, with other purchasers including Apollo Funds, ARK Invest, BlackRock, Bullish, General Catalyst, Haun Ventures, IDG Capital, Intercontinental Exchange, Janus Henderson Investors, Marshall Wace, SBI Group and Standard Chartered Ventures.

Lawyers Rodrigo Seira and Connor Tweardy led the Cooley team advising Circle.

The SEC’s Semiannual Reporting Proposal: Fare Thee Well Quarterly Reporting?

Mon, 11 May 2026 19:58:13 Z

On May 5, 2026, the Securities and Exchange Commission (SEC) proposed rule and form amendments that would allow companies reporting under the Securities Exchange Act of 1934, as amended (Exchange Act), the option to file semiannual reports in lieu of the current quarterly reporting regime. If adopted as proposed, a company electing this new approach would file one single semiannual report on a new Form 10‑S – covering the first six months of the fiscal year – and one annual report on Form 10-K. Companies that do not elect this option would continue filing quarterly. The proposing release also includes related amendments to Regulation S‑X that would update “staleness requirements” and consolidate the “age of financial statements” requirements. Comments on the proposal are due by July 6, 2026.

Background

Under current Exchange Act Rules 13a‑13 and 15d‑13, domestic reporting companies subject to Sections 13(a) or 15(d) are required to file quarterly reports on Form 10‑Q for each of the first three quarters of the fiscal year. The SEC’s proposal would amend those rules to permit companies to elect, on an annual basis, to instead file semiannual interim reports on a new Form 10‑S. Existing exceptions from the quarterly reporting requirement – for foreign private issuers, asset-backed issuers and investment companies (other than business development companies and face-amount certificate companies) – would remain unchanged.

Proposed amendments

Annual check-box election

Companies would elect semiannual reporting annually by checking a new box on the cover page of Form 10‑K. Newly public companies could, alternatively, make the election on certain registration statements filed pursuant to the Securities Act of 1933, as amended (Securities Act) – i.e., Forms S‑1, S‑3, S‑4 or S‑11 – or on Exchange Act registration statement Form 10. The election would apply for the first interim report (semiannual or quarterly) of the fiscal year in which the Form 10-K election was filed; a company that made the election could not switch between quarterly and semiannual reporting midyear. For private companies conducting an initial public offering, the company could amend its election with respect to semiannual reporting until the registration statement becomes effective; once effective, the newly public company could not change its election midyear.

A company that leaves the new box unchecked would be deemed to have opted for quarterly reporting. A company would be able to correct an inadvertent check-box error by amending its Form 10‑K as soon as practicable after discovery but no later than the due date for the first Form 10‑Q that would otherwise have been required for that fiscal year.

Form 10‑S content and timing

A semiannual filer would file Form 10‑S covering the first six months of its fiscal year. The form would require the same information as currently required by Form 10‑Q, including management discussion and analysis (MD&A), legal proceedings, material changes to risk factors, certain equity-related disclosures, defaults, and governance-related items – with US generally accepted accounting principles (GAAP) interim financial statements reviewed (but not audited) by an independent accountant and tagged using inline XBRL. Disclosure controls and procedures certifications would also apply.

The filing deadline would be 40 days (for large accelerated filers and accelerated filers) or 45 days (for all other filers) after the end of the first semiannual period – the same framework that currently governs Form 10‑Q. The second half of the fiscal year would be subsumed in the company’s annual report on Form 10‑K just as the fourth fiscal quarter is currently subsumed within the company’s annual report on Form 10-K. The current framework for newly public companies would also apply; the filing deadline for the first semiannual report would be the later of 45 days after the effective date of the registration statement or the date that the Form 10-S would have otherwise been due had the company been a reporting company.

Companies that do not elect to become semiannual reporters would continue to be required to file three quarterly reports on Form 10-Q and one annual report on Form 10-K for each fiscal year as under the current system for reporting companies. Companies could not opt out of portions of Form 10-Q – it is an “all-or-nothing” election.

Voluntary quarterly disclosures permitted

The proposal contemplates that some companies may elect semiannual reporting for purposes of mandatory periodic disclosure while continuing to provide voluntary disclosure of information on a quarterly basis through other channels, such as earnings releases. In addition, under the proposal, a semiannual filer would not be precluded from voluntarily reporting quarterly financial information in a Form 10-S in addition to the required semiannual financial information. If the quarterly financial information is presented in the Form 10-S financial statements, the quarterly financial information would require auditor review.

Updated financial statement staleness framework

The proposal would also amend Regulation S‑X to update and consolidate the financial statement staleness framework and revise how the date of an interim balance sheet is determined in registration or proxy statements. These changes are designed to ensure that registration and proxy statements incorporating financial statements of semiannual filers are not treated as containing stale financial information under a framework calibrated to a quarterly reporting cycle. The changes would also eliminate the one- or two-day period under the existing framework during which financial statements are required to be updated in a registration statement or proxy statement before those updated financial statements would be required to be filed on Form 10-Q.

Currently, Rules 3-01 and 8-08 of Regulation S-X (for smaller reporting companies) address how the date of an interim balance sheet is determined in registration or proxy statements. These rules require a company to assess the number of days from the filing date or from the effective date of a registration statement (or mailing date of a proxy statement) to the date of the most recent balance sheet to determine if the balance sheet falls within 130 days or 135 days, as applicable. The proposal would replace the current day-count tests with a requirement that, generally, a registrant include interim financial statements – as of the end of the most recently completed fiscal quarter (for quarterly filers) or semiannual period (for semiannual filers) – that have been filed, or were required to be filed, on or before the relevant filing date.

The proposal would avoid disparate treatment between semiannual filers and quarterly filers with respect to the age of the interim financial statement requirements. Both quarterly and semiannual filers would have the same date on which the financial statements would be required to be updated because both filers would determine the date from their most recently completed interim periods. However, this could result in an investor in a company that is a semiannual filer not receiving interim financial statements that are as current, as would be required under the existing framework. For example, if a nonreporting company with a calendar fiscal year that elects semiannual reporting files a registration statement as late as August 13, proposed Rule 3-01(c)(2) would not require any interim financial statements to be included in the registration statement.

Technical amendments

The proposal includes a number of technical amendments to conform existing rules and forms to the proposed flexible approach to interim reporting – for example, by inserting references to semiannual reporting or new Form 10-S and adding definitions of “quarterly filer” and “semiannual filer” to Exchange Act Rule 12b‑2 and Securities Act Rule 405.

Who would be affected

The proposed accommodation would be available to all domestic Exchange Act reporting companies currently subject to Form 10‑Q filing requirements under Sections 13(a) or 15(d), as well as companies filing Securities Act or Exchange Act registration statements of the types discussed above. Companies already excluded from the quarterly reporting requirement – including foreign private issuers, asset-backed issuers and investment companies (other than business development companies and face-amount certificate companies) – are not within the scope of the proposed amendments.

Potential benefits of semiannual reporting discussed in the proposal include reallocation of time and resources to business strategy, new product or service development, and other value-enhancing activities. The SEC stated these benefits may be especially appealing to newly public or smaller companies that may have financing constraints or limited managerial capacity and are intended to help newly public or smaller companies ensure long-term viability and remain in the public market. Additionally, the proposal suggests that the semiannual reporting structure and the reduction of compliance costs associated with quarterly reporting may contribute to more private companies choosing to enter the public market.

In light of these potential benefits, companies will still need to consider their industries, peer practice, size, business operations (including seasonality), financing needs, contractual obligations and investor base, among other factors, before determining whether to move to semiannual reporting. For example, a move to semiannual reporting may make more sense for a pre-revenue biotechnology company whose investors tend to care more about the outcome of clinical or regulatory developments than the information that is required by Form 10-Q. Meanwhile, companies that have robust analyst coverage, or that have debt covenants requiring quarterly information, may find that continuing with a quarterly reporting cadence better serves their needs.

Open questions

The SEC has solicited comments on a range of issues that may shape the final rule. Key areas of uncertainty include:

Eligibility for electing semiannual reporting (i.e., a mandatory or optional requirement)
Filing deadline for Form 10-S
Permissibility of midyear changes to reporting frequency and method of such changes
Treatment of earnings releases for semiannual filers (i.e., whether earnings releases should be “filed” rather than “furnished”)
Auditing and accounting implications, including with respect to the comfort letter process
Implications to insider trading policies, trading windows and Rule 10b5-1 plans
Comparability of financial information among quarterly and semiannual reporters
Compliance date, including any applicable transition period

Observations and commentary

When evaluating a shift to semiannual reporting, companies should consider a number of factors, including:

Impact on quarterly earnings disclosure. Depending on their investor profile, companies may feel compelled to continue to issue earnings releases and hold quarterly earnings calls. Additionally, because semiannual filers will be reporting financial and other material information on a less frequent basis, there may be an increase in Forms 8-K filed by semiannual filers. Companies will also need to consider the impact on their guidance practices – shifting from quarterly guidance to semiannual, annual or no guidance – when evaluating a move to semiannual reporting.
Implications for active registration statements. Companies that have active registration statements are required to keep them current to ensure investors have all of their material information. For many companies, this is achieved through incorporation by reference of their Exchange Act reports into their registration statements. A company moving to semiannual reporting would need to be mindful of the fact that extant registration statements would be regularly updated only two times per year rather than four times per year. This consideration would be relevant not only for companies with shelf and resale registration statements but also for companies with employee equity plans registered on Form S-8.
Capital raising needs. Given the current practices regarding auditor comfort letters and negative assurance for securities offerings, depending on the timing of an offering, an underwriter may request auditor review of more recent interim financial statements than those included in the last semiannual or annual report in order to obtain traditional negative assurance comfort. Companies with near-term capital raising needs may need to continue to report quarterly, depending on how the underwriting process adapts to a semiannual reporting structure.
10b5-1 plan, insider trading policy and Regulation FD considerations. Semiannual reporting could affect the cooling-off period for Rule 10b5-1 trading plans adopted by directors and Section 16 officers. Under Rule 10b5-1, trading cannot begin until after a cooling-off period expiring the later of 90 days after adoption or modification of a plan or two business days following disclosure of a company’s financial results for the relevant fiscal period in a Form 10-K or 10-Q, subject to a maximum cooling-off period of 120 days. For companies that elect semiannual reporting, trading plans adopted during the first or third quarter would more likely be subject to the full 120-day cooling-off period before trading may begin under the plan.

Additionally, companies adopting a semiannual reporting framework may need to impose longer trading blackout periods under their insider trading policies. A semiannual reporting framework could result in longer gaps between the disclosure of financial and other material information. Companies may prefer to continue a quarterly reporting cadence, or to continue issuing quarterly earnings releases, to allow for more frequent open trading windows. Relatedly, a semiannual framework may result in the need for more rigorous policies and protocols around Regulation FD. If companies are in possession of material nonpublic information for longer periods of time, the risk of inadvertent disclosure of such information increases, and a company’s ability to have discussions with analysts and investors could be impacted.

Competitive (dis)advantages. A semiannual reporting framework could create information asymmetries between companies that report semiannually and those that continue to report quarterly. Companies that elect to continue to report quarterly would disclose financial results, legal developments and other information more frequently, which may provide semiannual reporters with additional visibility into competitors’ performance and strategies they can use to inform their own decision-making.

At the same time, semiannual reporting companies may be at a disadvantage in the public markets. Investors may rely on more frequent disclosures from quarterly reporting peers as indicators of industry trends, which could cause the stock prices of semiannual reporters to move in response to competitors’ results, even when those companies have not provided updated information about their own performance.

Next steps

The SEC’s semiannual reporting proposal is open for public comment, and the SEC is actively soliciting input on the numerous questions it has posed. As highlighted in this alert, there are many important factors that companies will need to carefully consider as they evaluate whether moving to semiannual reporting makes sense for them. Cooley’s corporate governance and securities regulation attorneys are available to discuss these issues with you.

Wise Debuts US Listing on Nasdaq

Mon, 11 May 2026 16:00:00 Z

London and New York – May 11, 2026 – Cooley advised Wise (Nasdaq: WSE, LSE: WISE), a global technology company building the best way to move and manage the world’s money, on its listing on Nasdaq.

Wise began trading on Nasdaq on May 11, 2026, under the ticker symbol WSE. Wise also maintains a secondary listing on the London Stock Exchange (LSE), with its shares continuing to trade on the LSE’s Main Market for listed securities.

Lawyers Claire Keast-Butler, Jean Park, David Peinsipp, Philip Whitehead, Trey Reilly and Charlotte Yin lead the Cooley team advising Wise. The team also included Victoria Peluso, Angela Kim, Rebecca Wright, Jack Jones, David Wilson, Aaron Pomeroy, Rick Jantz, Nicola Squire, Ariane Andrade, Kafeel Azher, Charlotte Witherington, Kate Goodman, Tejal Shah, Brian French and Michael Egan.

Delos Capital and AP Biosciences Launch Collaboration to Create New Biotech Companies

Mon, 11 May 2026 14:26:00 Z

Boston – May 11, 2026 – Cooley advised Delos Capital (Delos), a life sciences investment firm that empowers life sciences leaders to turn bold ideas into medical breakthroughs for patients, on its strategic collaboration with AP Biosciences (APBio) to create and incubate new biotechnology companies.

Under the collaboration, Delos, through its Delos Foundry, will lead therapeutic ideation, financing and strategic development. APBio will contribute its proprietary antibody discovery platform and translational expertise.

Lawyers James Schneider, J. Brian Stalter and Arda Can Tekin led the Cooley team advising Delos.

To NDA or Not to NDA Your Data Center Proposal?

Fri, 08 May 2026 17:40:04 Z

Cooley partner Mark Looney was quoted in Law360 about the backlash of nondisclosure agreements (NDA) between data center companies and local governments.

Read the article (subscription required)

FDA Rolls Out 1-Day Assessment Pilot in Bid to Refocus Inspection Resources

Fri, 08 May 2026 17:35:04 Z

Sonia Nath, partner and chair of Cooley’s global life sciences and healthcare regulatory practice, was quoted in a Fierce Pharma article about the US Food and Drug Administration’s new pilot program that uses one-day inspectional assessments to better target agency resources and streamline oversight, noting that the agency’s move to set clearer expectations may signal increased regulatory scrutiny on inspections.

Read the article

Knight-Swift Transportation Announces Upsized $1.5 Billion Convertible Senior Notes Offering

Fri, 08 May 2026 13:56:00 Z

San Francisco – May 8, 2026 – Cooley advised Knight-Swift Transportation (NYSE: KNX), one of North America’s largest and most diversified freight transportation companies, on its upsized $1.5 billion aggregate principal amount of 1% convertible senior notes due 2031 in a private placement only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, which includes full exercise of the initial purchasers’ option to purchase up to an additional $200 million aggregate principal amount of the notes.

Partners Jason Savich, Logan Tiari, John-Paul Motley, Ellie Seber and Mischi a Marca led the Cooley team advising Knight-Swift.

Litigator of the Week Runners-Up and Shout-Outs

Fri, 08 May 2026 13:36:31 Z

Cooley lawyers Raymond P. Tolentino and Sahar Atassi earned a shout-out on The American Lawyer’s Litigator of the Week Runners-Up and Shout-Outs list for securing a major victory on behalf of Cooley’s pro bono client Trokon Diahn, after the Court of Appeals for the Fourth Circuit granted his petition for review, vacated his removal order, and remanded his case for further proceedings.

The Cooley team representing Diahn on appeal included partner Raymond P. Tolentino and associate Sahar Atassi, who presented oral argument on behalf of Diahn in the Fourth Circuit.

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Eyewitness Accounts and Recommended Actions to Counter AI’s Strain on Cyber Defense

Fri, 08 May 2026 13:30:39 Z

Cooley partner Michael Egan was quoted in a Cybersecurity Law Report article examining how attackers are using artificial intelligence (AI) to accelerate exploits and refine ransomware tactics, leaving many organizations exposed. Egan noted that many companies lack incident‑response plans for supply‑chain failures, highlighting the importance of identifying vulnerable APIs and external data connections to disable those connections, if needed, during an attack.

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Cooley Fourth Circuit Win Featured

Fri, 08 May 2026 13:23:33 Z

Cooley lawyers Raymond P. Tolentino and Sahar Atassi were featured in Law.com and Law360 for their major victory on behalf of Cooley’s pro bono client Trokon Diahn, after the Court of Appeals for the Fourth Circuit granted his petition for review, vacated his removal order, and remanded his case for further proceedings.

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Brown Advisory Strategic Investment in RockCreek

Fri, 08 May 2026 12:12:00 Z

Cooley advised Brown Advisory, a global investment management and strategic advisory firm, on its strategic investment in RockCreek, a leading investment firm specializing in multi-asset and outsourced chief investment officer (OCIO) solutions.

The transaction was publicly announced in the following press release, which can be viewed here.

Deal leads: Mike Lincoln, Brooke Nussbaum, Rita Sobral and Jeffrey Tolin led the Cooley team advising Brown Advisory.

Supporting team: Calvin Lee, Parth Bhatt, Tyler Day, Adam Marks, Evan Burroughs, Steve Flores, Nathaniel Hearn, and Sharon Connaughton provided invaluable support.

Cooley Shortlisted for Global London Law Firm of the Year

Thu, 07 May 2026 19:33:00 Z

Cooley has been shortlisted for Legal Business’s Global London Law Firm of the Year award, which will be announced on September 20, 2026.

View the shortlist for the Legal Business Awards 2026

Cooley Wins Major Fourth Circuit Victory for Pro Bono Client Trokon Diahn

Thu, 07 May 2026 17:34:58 Z

Washington, DC – May 7, 2026 – Cooley won a major victory on behalf of pro bono client Trokon Diahn after the US Court of Appeals for the Fourth Circuit granted his petition for review, vacated his removal order and remanded his case for further proceedings.

Diahn, now in his early 20s, has lived in the United States since age 2. Born in a refugee camp in Côte d’Ivoire after his parents fled Liberia’s civil war, he grew up in Philadelphia, believing he was a lawful permanent resident through his father’s naturalization. He learned that he lacked permanent status only after being placed in removal proceedings following a criminal conviction that ultimately ordered him removed to Liberia, a country he has never been to.

In its May 5, 2026, ruling, the Fourth Circuit addressed administrative exhaustion and the scope of immigration judges’ obligations in cases involving pro se respondents. The court held that exhaustion turns on substance rather than labels, concluding that Diahn’s brief before the Board of Immigration Appeals sufficiently placed the agency on notice of his claims despite the absence of formal legal language. It also reaffirmed that immigration judges have an affirmative statutory duty to develop the administrative record, particularly where a respondent is detained and unrepresented, and held that failures to do so are presumptively prejudicial. Although the court resolved the case on statutory grounds, it also identified serious due process concerns arising from defective notice and the respondent’s inability to meaningfully present evidence.

Read the decision

The Cooley team representing Diahn on appeal included partner Raymond P. Tolentino and associate Sahar Atassi, who presented oral argument on behalf of Diahn in the Fourth Circuit.

The case is Trokon Diahn v. Todd Blanche, No. 24-2066 (4th Cir. 2026).

Kalshi Raises $1 Billion Series F

Thu, 07 May 2026 14:21:00 Z

San Francisco – May 7, 2026 – Cooley advised Kalshi, the world’s largest prediction market where people can trade on real-world events, on its $1 billion Series F round at a $22 billion valuation, led by Coatue, with participation from Sequoia Capital, Andreessen Horowitz, IVP, Paradigm, Morgan Stanley and ARK Invest.

Lawyers Kevin Rooney and Michael Perretta led the Cooley team advising Kalshi.

Cooley advised Kalshi on all previous financing rounds, including its $1 billion Series E in December 2025 and $300 million Series D in October 2025.

Odyssey Therapeutics Announces $279 Million Upsized IPO, Concurrent $25 Million Private Placement

Thu, 07 May 2026 14:07:00 Z

Boston – May 7, 2026 – Cooley advised the underwriters of Odyssey Therapeutics, a clinical-stage biopharmaceutical company developing medicines that are designed to precisely target disease pathology, in connection with Odyssey’s $279 million upsized initial public offering (IPO) and concurrent $25 million private placement. Odyssey issued and sold 15,500,000 shares of its common stock priced at $18 per share, with a 30-day option for the underwriters to purchase 2,325,000 million additional shares. Odyssey’s common stock will begin trading on Nasdaq Capital Market on May 8, 2026, under the ticker symbol ODTX.

Additionally, Odyssey announced a concurrent sale of 1,388,889 shares of common stock to an affiliate of TPG Life Sciences Innovations, at the IPO price of $18 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.

J.P. Morgan, TD Cowen and Cantor are acting as joint book-running managers for the IPO. Wedbush PacGrow and Oppenheimer & Co. are acting as co-lead managers for the IPO.

Lawyers Eric Blanchard, Evan Leitner, Richard Segal, Div Gupta, Trevor Bossi, Brenna McGuire, Chelsea Braun and Amelia Griffiths led the Cooley team advising the underwriters.

Mona Dajani Joins Cooley as Co-Chair of Infrastructure, Energy and Real Estate Group

Wed, 06 May 2026 18:27:00 Z

New York – May 6, 2026 – Cooley today announced the launch of its infrastructure, energy and real estate group along with the addition of Mona Dajani as a partner in the firm’s New York office. Building on Cooley’s decades of experience in the real estate, data center and digital infrastructure sectors – and its long-standing relationships with many of the world’s most innovative technology and AI companies – Dajani’s arrival helps advance the firm’s strategy to offer a fully integrated, multichannel infrastructure platform. She joins John Goldman, who arrived earlier this year as a New York‑based partner.

“Mona adds invaluable expertise to our growing platform,” said Rachel Proffitt, partner and CEO of Cooley. “The infrastructure market is converging where our clients are focused and where the market is heading: toward complex, capital‑intensive infrastructure projects driven by energy, data, AI and digital transformation. We will continue to invest in this space as part of our ambition to build a destination practice for the most capital-intensive infrastructure and energy work.”

Dajani, who will co-chair the new group alongside longtime Cooley real estate and data center partner Michelle Schulman, brings decades of sophisticated transactional experience advising on global energy and infrastructure projects, with a practice spanning project finance and development, mergers and acquisitions, finance, and tax equity. She represents sponsors, utilities, financial institutions, underwriters, private equity funds, infrastructure funds, investment banks, clean technology companies and sovereign wealth funds across the full spectrum of conventional and clean energy assets.

A widely recognized industry global thought leader, Dajani has received numerous accolades from Chambers and Partners, Legal 500, Lawdragon, and other leading publications for her transactional work in clean and alternative energy. She joins Cooley from Baker Botts, where she served as the global co-chair of its energy, infrastructure and hydrogen practice.

“The alignment between my practice and Cooley’s platform was immediately apparent,” said Dajani. “Cooley sits at the intersection of capital, energy and technology, which is exactly where the infrastructure market is moving. I’m energized to work alongside Michelle and the broader team to build an integrated, market‑defining infrastructure, energy and real estate practice to help clients navigate the unprecedented energy and infrastructure investment cycle.”

Dajani added: “Rising power demand is driving a fundamental reallocation of capital into infrastructure and reshaping how energy systems are built and financed. The most valuable assets today sit at the intersection of energy, technology and real estate and require an integrated approach, from site selection through capital deployment.”

Cooley’s clients build, finance, acquire and operate the infrastructure that powers the modern economy. The firm’s infrastructure, energy and real estate group leverages lawyers firmwide to advise on the capital-intensive projects where power, energy, land, regulation, complex structuring and dealmaking converge. Working with the full spectrum of market participants – encompassing top developers, operators, technology companies, financial sponsors, investors and lenders – the team collaborates across the life cycle of digital infrastructure, from site selection, permitting and tax incentives through construction, power procurement, capital raising and structuring, and leasing and operations.

Cooley’s infrastructure, energy and real estate practice spans the transactions defining this market cycle: renewable energy and storage development, data center and digital infrastructure, conventional power generation, grid interconnection, project finance, M&A, and the cutting-edge deal structures at the intersection of AI and energy. The team works across asset classes, investment structures and geographies, bringing the full depth of Cooley’s platform to bear on transactions that move fast and carry significant execution risk. Cooley advances practical, commercially grounded solutions that help clients manage risk, unlock capital and execute complex, large-scale projects efficiently.

Travere Announces Upsized $475 Million Convertible Senior Notes Offering

Wed, 06 May 2026 14:58:00 Z

New York – May 6, 2026 – Cooley advised Travere Therapeutics (Nasdaq: TVTX), a biopharmaceutical company helping patients, families and caregivers of all backgrounds as they navigate life with a rare disease, on its upsized $475 million aggregate principal amount of 0.5% convertible senior notes due 2032. Travere also granted the underwriters of the notes a 30-day option to purchase up to an additional $50 million aggregate principal amount of notes, solely to cover over-allotments. The sale of the notes is expected to close on May 11, 2026, subject to customary closing conditions.

Corporate and securities lawyers Jason Kent, Asa Henin and Alexandria Ashour and debt lawyers Mischi a Marca, Jason Savich and Timothy Nguyen led the Cooley team advising Travere.