DROPLETS
Broker-dealer compliance leaders must update enforcement playbooks now, as FINRA's June 30, 2026 independent report promises earlier advocacy, stronger Wells submissions, and tighter Rule 8210 discipline.
FINRA's independent external review, published June 30, 2026, recommends sweeping procedural changes to its enforcement program under the FINRA Forward initiative. Member firms will gain earlier advocacy rights at the referral stage, including written notice of staff assignments and the alleged violations, plus a structured opportunity to present merits arguments with non-Enforcement subject-matter experts. Enhanced Wells procedures will require FINRA to disclose its legal theory, factual view, and sanctions rationale, making pre-settlement submissions more consequential. Rule 8210 requests will face senior supervision and a formal challenge mechanism for overbroad demands, requiring firms to document burden contemporaneously. Cooperation credit will expand beyond extraordinary cooperation, with greater transparency in AWCs. Sanctions will be tied more closely to the Sanction Guidelines, and FINRA will observe federal-style limitations periods and avoid duplicative enforcement where other regulators act. In-house counsel should refresh response playbooks covering referral-stage advoc
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Public companies, broker-dealers, investment advisers and other SEC-covered market participants must monitor and comment on a proposed rule that would flip the default for required securities disclosures from opt-in paper to opt-out electronic delivery, eliminating longstanding paper notice requirements and cutting administrative and mailing costs for regulated entities.
On July 16, 2026, the SEC voted to propose Regulation E-Delivery, a uniform rule that would replace decades of guidance-based requirements for delivering mandatory securities disclosures. Under the proposal, covered entities could send regulatory documents electronically without prior affirmative consent, as long as the recipient has provided an electronic address, received prominent advance notice of electronic delivery, and has not opted out. The rule would eliminate the standalone paper Notice of Internet Availability for proxy materials, remove the longstanding 40-calendar-day e-proxy deadline, and extend default electronic delivery to business combination proxy solicitations and tender offer materials. Recipients retain the right to free paper copies at any time, with current paper recipients entitled to two advance paper notices before transition. The 60-day comment period closes September 21, 2026, with a two-year transition period planned if the rule is finalized.
M&A deal teams and in-house antitrust counsel must act because the FTC’s record $12M HSR evasion settlement signals aggressive expanded enforcement against split transaction structures designed to avoid premerger filing thresholds.
The FTC settled allegations that Edwards Lifesciences and Genesis MedTech Group structured Edwards’ $140 million acquisition of JC Medical as a $115 million voting securities purchase plus a $25 million nonvoting investment in Genesis to fall below the $119.5 million HSR filing threshold, classifying the structure a prohibited “device in avoidance” under Rule 801.90. The $12 million combined penalty is the largest ever imposed for HSR non-filing, and the FTC is simultaneously scrutinizing acquihire and other nontraditional deal structures for evasion, with a pending request for public comment on expanding HSR coverage. M&A parties must conduct independent HSR analyses for all related transaction components, preserve internal communications related to threshold planning, and avoid characterizing acquisition consideration as nonvoting seller investments to evade filing requirements, as both buyers and sellers face civil penalty exposure for violations.
U.S. importers of Brazilian-origin goods must immediately assess tariff exposure and compliance obligations to avoid unexpected costs, customs penalties, and supply chain disruptions.
On July 15, the USTR finalized a 25% Section 301 tariff on most Brazilian-origin imports, effective July 22, addressing actionable concerns including digital trade barriers, unfair ethanol market access, illegal deforestation, and inadequate intellectual property protection. The rule includes HTSUS-specific product exclusions for categories such as pharmaceuticals, medical devices, certain agricultural goods, and select industrial inputs, but eligibility requires careful review of Federal Register annexes to avoid incorrect claims. Importers face heightened CBP scrutiny for classification, country-of-origin, and transshipment compliance, plus increased duty costs, potential customs bond insufficiency, and supply chain disruption risks for goods with limited alternative sourcing. In-house counsel should prioritize product-level tariff exposure assessments, review of supply and intercompany contracts for duty allocation terms, and updates to customs compliance protocols.
Multistate attorneys general are probing algorithmic and surveillance pricing, signaling enforcement risk for any company using dynamic or AI-driven pricing tools.
Several state attorneys general have launched investigations into algorithmic pricing software and so-called surveillance pricing, raising antitrust and consumer-protection exposure for retailers, landlords, and platform operators. Regulators are examining whether shared pricing algorithms facilitate tacit coordination or whether personalized pricing based on consumer data violates state consumer protection statutes. Companies should immediately audit their pricing tools, document the data inputs used, review vendor contracts for compliance representations, and assess whether information-sharing with competitors occurs through any third-party platform. Early mapping of exposure is critical, as enforcement actions and follow-on private litigation are likely to expand across additional states in the coming months.
Oilfield service providers with active contracts to recently acquired E&P operators must act because post-merger procurement reviews may terminate or renegotiate their existing agreements regardless of prior performance.
Three major upstream E&P mergers, including ExxonMobil’s $59.5 billion Pioneer Natural Resources acquisition and ConocoPhillips’ $22.5 billion Marathon Oil purchase, closed between 2024 and 2025, consolidating the U.S. shale buyer market. Acquiring operators typically review inherited vendor contracts post-closing to eliminate service overlaps, putting oilfield service providers’ master service agreements (MSAs) at risk of termination, renegotiation, or replacement even for long-standing, high-performing vendor relationships. Service companies should immediately audit assignment, change-of-control, and termination clauses in all MSAs with E&P customers that could be acquisition targets, as these provisions govern whether contracts survive a change of ownership.
In-house counsel overseeing consumer text messaging programs, TCPA compliance, and class action risk for companies operating in the Seventh Circuit must adjust litigation forecasting, as a new binding ruling eliminates a major category of TCPA do-not-call claims in Illinois, Indiana, and Wisconsin, while a growing circuit split may prompt Supreme Court review.
On July 14, 2026, the Seventh Circuit held in Steidinger v. Blackstone Medical Services that text messages do not qualify as 'telephone calls' under the TCPA's § 227(c)(5) private right of action for do-not-call violations, affirming dismissal of the plaintiff's class claim. The ruling is binding in Illinois, Indiana, and Wisconsin, eliminating the viability of text-based § 227(c)(5) class actions in those states, and serves as persuasive authority in other circuits. It does not, however, affect other TCPA provisions covering autodialed texts, nor does it preempt Seventh Circuit state telemarketing laws that explicitly regulate text messages. Companies should maintain full TCPA and state telemarketing compliance programs, and monitor for potential Supreme Court review amid the growing circuit split on the issue.
In-house counsel for biopharmaceutical firms with pending unapproved drug or biologics applications must track this policy debate, as the FDA’s unprompted CRL publication rule carries unvetted legal risks that could disrupt development timelines and patient access.
The FDA has rolled out a policy publishing complete response letters (CRLs) for unapproved drug and biologics applications without prior formal rulemaking. Eva Temkin, a former acting policy director at the FDA’s Office of Therapeutic Biologics and Biosimilars and current life sciences regulatory attorney, cautioned the shift raises unresolved legal and regulatory questions, noting it was developed without adequate stakeholder input and could negatively impact drug development timelines and patient access. While she acknowledged the policy may be difficult to reverse, she urged the FDA to pause implementation, finalize the rule via formal rulemaking, and incorporate stakeholder feedback before moving forward. Biopharmaceutical in-house counsel should monitor upcoming rulemaking proceedings and assess potential impacts on their development pipelines.
Life sciences and biotech companies developing peptide therapies must track evolving FDA oversight priorities, as widespread unapproved peptide products threaten public health and deter investment in required clinical trials for approved therapies.
Former FDA Deputy Commissioner for Global Regulatory Operations and Policy and Arnold & Porter Life Sciences & Healthcare Regulatory partner Howard Sklamberg recently discussed FDA oversight gaps for peptide products on NPR’s Short Wave. He noted many peptides marketed for anti-aging, performance enhancement and recovery lack the rigorous clinical testing required for FDA approval. Sklamberg warned the broad availability of unapproved compounded peptides creates dual risks: it discourages private investment in costly clinical trials for approved peptide therapies, and exposes consumers to unvetted public health harms. Life sciences firms with active peptide R&D pipelines should monitor potential FDA enforcement actions targeting unapproved products, and assess how regulatory shifts could impact their investment timelines and product approval strategies.
In-house counsel overseeing cross-border commercial agreements and international dispute resolution need this guidance to mitigate unaddressed performance and breach exposure from shifting global sanctions regimes and market volatility.
The upcoming CLE program, developed with AAA-ICDR international arbitration experts, addresses growing cross-border contract risk as evolving sanctions rules, export control requirements, and global market volatility create unanticipated performance challenges for international commercial deals. Sessions will cover front-end drafting best practices for sanctions and export control clauses, compare common-law and civil-law treatment of force majeure, hardship, and frustration of purpose doctrines, and analyze how arbitral tribunals evaluate these defenses in international proceedings, including how AAA-ICDR procedural rules shape dispute outcomes. The program offers 1 hour of requested Washington CLE credit.
U.S. importers of Brazilian-origin goods must immediately assess tariff exposure and compliance obligations to avoid unexpected costs, customs penalties, and supply chain disruptions.
On July 15, the USTR finalized a 25% Section 301 tariff on most Brazilian-origin imports, effective July 22, addressing actionable concerns including digital trade barriers, unfair ethanol market access, illegal deforestation, and inadequate intellectual property protection. The rule includes HTSUS-specific product exclusions for categories such as pharmaceuticals, medical devices, certain agricultural goods, and select industrial inputs, but eligibility requires careful review of Federal Register annexes to avoid incorrect claims. Importers face heightened CBP scrutiny for classification, country-of-origin, and transshipment compliance, plus increased duty costs, potential customs bond insufficiency, and supply chain disruption risks for goods with limited alternative sourcing. In-house counsel should prioritize product-level tariff exposure assessments, review of supply and intercompany contracts for duty allocation terms, and updates to customs compliance protocols.
M&A deal teams and in-house antitrust counsel must act because the FTC’s record $12M HSR evasion settlement signals aggressive expanded enforcement against split transaction structures designed to avoid premerger filing thresholds.
The FTC settled allegations that Edwards Lifesciences and Genesis MedTech Group structured Edwards’ $140 million acquisition of JC Medical as a $115 million voting securities purchase plus a $25 million nonvoting investment in Genesis to fall below the $119.5 million HSR filing threshold, classifying the structure a prohibited “device in avoidance” under Rule 801.90. The $12 million combined penalty is the largest ever imposed for HSR non-filing, and the FTC is simultaneously scrutinizing acquihire and other nontraditional deal structures for evasion, with a pending request for public comment on expanding HSR coverage. M&A parties must conduct independent HSR analyses for all related transaction components, preserve internal communications related to threshold planning, and avoid characterizing acquisition consideration as nonvoting seller investments to evade filing requirements, as both buyers and sellers face civil penalty exposure for violations.
Multistate attorneys general are probing algorithmic and surveillance pricing, signaling enforcement risk for any company using dynamic or AI-driven pricing tools.
Several state attorneys general have launched investigations into algorithmic pricing software and so-called surveillance pricing, raising antitrust and consumer-protection exposure for retailers, landlords, and platform operators. Regulators are examining whether shared pricing algorithms facilitate tacit coordination or whether personalized pricing based on consumer data violates state consumer protection statutes. Companies should immediately audit their pricing tools, document the data inputs used, review vendor contracts for compliance representations, and assess whether information-sharing with competitors occurs through any third-party platform. Early mapping of exposure is critical, as enforcement actions and follow-on private litigation are likely to expand across additional states in the coming months.
In-house counsel overseeing consumer text messaging programs, TCPA compliance, and class action risk for companies operating in the Seventh Circuit must adjust litigation forecasting, as a new binding ruling eliminates a major category of TCPA do-not-call claims in Illinois, Indiana, and Wisconsin, while a growing circuit split may prompt Supreme Court review.
On July 14, 2026, the Seventh Circuit held in Steidinger v. Blackstone Medical Services that text messages do not qualify as 'telephone calls' under the TCPA's § 227(c)(5) private right of action for do-not-call violations, affirming dismissal of the plaintiff's class claim. The ruling is binding in Illinois, Indiana, and Wisconsin, eliminating the viability of text-based § 227(c)(5) class actions in those states, and serves as persuasive authority in other circuits. It does not, however, affect other TCPA provisions covering autodialed texts, nor does it preempt Seventh Circuit state telemarketing laws that explicitly regulate text messages. Companies should maintain full TCPA and state telemarketing compliance programs, and monitor for potential Supreme Court review amid the growing circuit split on the issue.
In-house counsel for biopharmaceutical firms with pending unapproved drug or biologics applications must track this policy debate, as the FDA’s unprompted CRL publication rule carries unvetted legal risks that could disrupt development timelines and patient access.
The FDA has rolled out a policy publishing complete response letters (CRLs) for unapproved drug and biologics applications without prior formal rulemaking. Eva Temkin, a former acting policy director at the FDA’s Office of Therapeutic Biologics and Biosimilars and current life sciences regulatory attorney, cautioned the shift raises unresolved legal and regulatory questions, noting it was developed without adequate stakeholder input and could negatively impact drug development timelines and patient access. While she acknowledged the policy may be difficult to reverse, she urged the FDA to pause implementation, finalize the rule via formal rulemaking, and incorporate stakeholder feedback before moving forward. Biopharmaceutical in-house counsel should monitor upcoming rulemaking proceedings and assess potential impacts on their development pipelines.
Life sciences and biotech companies developing peptide therapies must track evolving FDA oversight priorities, as widespread unapproved peptide products threaten public health and deter investment in required clinical trials for approved therapies.
Former FDA Deputy Commissioner for Global Regulatory Operations and Policy and Arnold & Porter Life Sciences & Healthcare Regulatory partner Howard Sklamberg recently discussed FDA oversight gaps for peptide products on NPR’s Short Wave. He noted many peptides marketed for anti-aging, performance enhancement and recovery lack the rigorous clinical testing required for FDA approval. Sklamberg warned the broad availability of unapproved compounded peptides creates dual risks: it discourages private investment in costly clinical trials for approved peptide therapies, and exposes consumers to unvetted public health harms. Life sciences firms with active peptide R&D pipelines should monitor potential FDA enforcement actions targeting unapproved products, and assess how regulatory shifts could impact their investment timelines and product approval strategies.
Broker-dealer compliance leaders must update enforcement playbooks now, as FINRA's June 30, 2026 independent report promises earlier advocacy, stronger Wells submissions, and tighter Rule 8210 discipline.
FINRA's independent external review, published June 30, 2026, recommends sweeping procedural changes to its enforcement program under the FINRA Forward initiative. Member firms will gain earlier advocacy rights at the referral stage, including written notice of staff assignments and the alleged violations, plus a structured opportunity to present merits arguments with non-Enforcement subject-matter experts. Enhanced Wells procedures will require FINRA to disclose its legal theory, factual view, and sanctions rationale, making pre-settlement submissions more consequential. Rule 8210 requests will face senior supervision and a formal challenge mechanism for overbroad demands, requiring firms to document burden contemporaneously. Cooperation credit will expand beyond extraordinary cooperation, with greater transparency in AWCs. Sanctions will be tied more closely to the Sanction Guidelines, and FINRA will observe federal-style limitations periods and avoid duplicative enforcement where other regulators act. In-house counsel should refresh response playbooks covering referral-stage advoc
…
U.S. importers of Brazilian-origin goods must immediately assess tariff exposure and compliance obligations to avoid unexpected costs, customs penalties, and supply chain disruptions.
On July 15, the USTR finalized a 25% Section 301 tariff on most Brazilian-origin imports, effective July 22, addressing actionable concerns including digital trade barriers, unfair ethanol market access, illegal deforestation, and inadequate intellectual property protection. The rule includes HTSUS-specific product exclusions for categories such as pharmaceuticals, medical devices, certain agricultural goods, and select industrial inputs, but eligibility requires careful review of Federal Register annexes to avoid incorrect claims. Importers face heightened CBP scrutiny for classification, country-of-origin, and transshipment compliance, plus increased duty costs, potential customs bond insufficiency, and supply chain disruption risks for goods with limited alternative sourcing. In-house counsel should prioritize product-level tariff exposure assessments, review of supply and intercompany contracts for duty allocation terms, and updates to customs compliance protocols.
Oilfield service providers with active contracts to recently acquired E&P operators must act because post-merger procurement reviews may terminate or renegotiate their existing agreements regardless of prior performance.
Three major upstream E&P mergers, including ExxonMobil’s $59.5 billion Pioneer Natural Resources acquisition and ConocoPhillips’ $22.5 billion Marathon Oil purchase, closed between 2024 and 2025, consolidating the U.S. shale buyer market. Acquiring operators typically review inherited vendor contracts post-closing to eliminate service overlaps, putting oilfield service providers’ master service agreements (MSAs) at risk of termination, renegotiation, or replacement even for long-standing, high-performing vendor relationships. Service companies should immediately audit assignment, change-of-control, and termination clauses in all MSAs with E&P customers that could be acquisition targets, as these provisions govern whether contracts survive a change of ownership.
In-house counsel overseeing cross-border commercial agreements and international dispute resolution need this guidance to mitigate unaddressed performance and breach exposure from shifting global sanctions regimes and market volatility.
The upcoming CLE program, developed with AAA-ICDR international arbitration experts, addresses growing cross-border contract risk as evolving sanctions rules, export control requirements, and global market volatility create unanticipated performance challenges for international commercial deals. Sessions will cover front-end drafting best practices for sanctions and export control clauses, compare common-law and civil-law treatment of force majeure, hardship, and frustration of purpose doctrines, and analyze how arbitral tribunals evaluate these defenses in international proceedings, including how AAA-ICDR procedural rules shape dispute outcomes. The program offers 1 hour of requested Washington CLE credit.
Public companies, broker-dealers, investment advisers and other SEC-covered market participants must monitor and comment on a proposed rule that would flip the default for required securities disclosures from opt-in paper to opt-out electronic delivery, eliminating longstanding paper notice requirements and cutting administrative and mailing costs for regulated entities.
On July 16, 2026, the SEC voted to propose Regulation E-Delivery, a uniform rule that would replace decades of guidance-based requirements for delivering mandatory securities disclosures. Under the proposal, covered entities could send regulatory documents electronically without prior affirmative consent, as long as the recipient has provided an electronic address, received prominent advance notice of electronic delivery, and has not opted out. The rule would eliminate the standalone paper Notice of Internet Availability for proxy materials, remove the longstanding 40-calendar-day e-proxy deadline, and extend default electronic delivery to business combination proxy solicitations and tender offer materials. Recipients retain the right to free paper copies at any time, with current paper recipients entitled to two advance paper notices before transition. The 60-day comment period closes September 21, 2026, with a two-year transition period planned if the rule is finalized.
Grade 3 — worth a glance, not the full analysis.
- Q2 2026 Global Labor and Employment Law Quarterly Guide Published
In-house counsel managing multinational workforces must review this guide to track evolving cross-border labor and employment legal requirements across core global regions.
- Next Congress Expected to Reshape Corporate Oversight Priorities
Corporate in-house counsel and executive leadership must proactively prepare for anticipated shifts in congressional oversight priorities and investigative targets under the next Congress to mitigate legal and reputational exposure.