The S&C Quarterly Investment Management Newsletter highlights key legal and regulatory developments relevant to the investment management industry. For more information on these and other developments, we encourage you to reach out to your regular Sullivan & Cromwell LLP contact.
Highlights
In this issue, we discuss key developments in Q1 2026 and early Q2 2026, including recent SEC, CFTC and DOL rule proposals, guidance and enforcement, as well as other key updates, including recent SEC exemptive orders, speeches and announcements.
Recent Legislation, Executive Orders, Rulemakings, & Guidance
SEC and CFTC Jointly Propose Amendments to Form PF to Streamline Reporting Requirements and Largely Roll Back the Agencies’ February 2024 Amendments to Form PF. On April 20, 2026, the SEC and CFTC jointly proposed amendments to Form PF that would reduce the number of private fund advisers subject to Form PF reporting requirements and streamline the form’s overall reporting framework. The proposed amendments would unwind many of the changes adopted in 2024 under the Biden administration. Since then, the SEC and CFTC have extended the compliance date for those amendments several times in response to industry feedback that the amendments were overly burdensome and required more guidance.
If adopted, the proposed amendment would, among other things, change certain Form PF filing thresholds for all filers from $150 million in private fund assets under management to $1 billion and the reporting threshold for large hedge fund advisers from $1.5 billion in hedge fund assets under management to $10 billion. These changes would result in nearly half of advisers currently required to file Form PF no longer being required to do so, and almost two-thirds of those currently classified as large hedge fund advisers no longer being subject to the associated reporting obligations. In addition, the proposed rule would (i) eliminate separate reporting requirements for feeder funds with de minimis holdings outside of a single master fund, (ii) narrow the categories of events that require current reporting and eliminate event reporting altogether, (iii) remove look-through requirements that currently require funds to report on their investments in other private funds and entities, and (iv) reduce reporting requirements for large hedge fund advisers.
Department of Labor (“DOL”) Proposes Rule to Facilitate Alternative Investments for 401(k) Plans. On March 30, the DOL proposed a rule under the Employee Retirement Income Security Act of 1974 (“ERISA”) that would establish a process-based safe harbor for ERISA fiduciaries in their selection of designated investment alternatives for participant-directed individual account plans.
The proposed rule is intended to provide retirement savers with greater access to alternative assets such as private market investments, digital assets, infrastructure and real estate, as directed by an Executive Order issued by the Trump administration in August 2025. In furtherance of this goal, the proposed rule sets out a pathway for an ERISA fiduciary to qualify for a legal presumption that its selection process satisfies the duty of prudence under ERISA (the “safe harbor”), alleviating some of the regulatory uncertainty and litigation risk that has discouraged ERISA fiduciaries from including alternative assets as investment options in the vast majority of defined contribution plans.
The proposed rule’s safe harbor is framed around a non-exhaustive set of six factors—performance, fees, liquidity, valuation, benchmarking and complexity—that the DOL believes to be important to a plan fiduciary’s evaluation of the “vast majority” of designated investment alternatives provided within participant-directed individual account plans. Where the plan fiduciary “objectively, thoroughly and analytically” considers any of these six factors and follows the process required by the proposed rule, the fiduciary’s judgment regarding such factor will be presumed to have met the duty of prudence and will be entitled to significant deference. Notably, the proposed rule’s example repeatedly show plan fiduciaries relying on qualified outside service providers, such as a professional investment adviser or investment manager, to gather the specific information or make a determination needed to comply with the safe harbor.
For more information on the proposed rule, including key takeaways and implications, please refer to our publication here.
DOL issues guidance stating proxy advisors may be investment advice fiduciaries under ERISA. On April 1, the DOL’s Employee Benefits Security Administration issued guidance entitled “Application of ERISA Fiduciary Requirements, and Preemption Provisions to Proxy Advisory Services” (the “Technical Release”) stating proxy advisory firms that offer advice or recommendations to ERISA-governed plans regarding their shareholding voting rights may be considered ERISA fiduciaries. The Technical Release also emphasizes that certain actions that breach ERISA fiduciary duties may result in liability for proxy advisory firms.
The guidance follows an Executive Order issued by the Trump administration in December 2025 entitled “Protecting American Investors From Foreign-Owned and Politically Motivated Proxy Advisors,” which singled out Institutional Shareholder Services and Glass, Lewis & Co. as examples of “proxy advisors wield[ing] enormous influence over corporate governance” that “regularly use their substantial power to advance and prioritize radical politically-motivated agendas — like ‘diversity, equity, and inclusion’ and ‘environmental, social, and governance.’”
The Technical Release notes that it is the DOL’s view that, in general, ongoing proxy advisory services that are (i) related to how to exercise shareholder rights based on the particular needs of an ERISA-covered plan and (ii) provided for a fee will ordinarily satisfy the DOL’s 1975 five-part test to determine when a person is a fiduciary. Additionally, the Technical Release explains that ERISA generally will not preempt state disclosure requirements applicable to proxy advisory firms that neither have an impermissible connection with, nor make a prohibited reference to, ERISA plans. In particular, where a state law requires disclosure only when a proxy advisor makes recommendations for purposes other than maximizing risk-adjusted returns, such law will typically fall outside ERISA preemption.
The Department of Treasury’s Financial Stability Oversight Council (“FSOC”) Issues Proposed Guidance on Nonbank Financial Company Designations. On March 25, FSOC proposed amendments to its interpretive guidance (the “Proposed Interpretive Guidance”) regarding the designation of nonbank financial companies as “systemically important financial institutions” (“SIFIs”) for supervision by the Board of Governors of the Federal Reserve System. The Proposed Interpretive Guidance would generally reinstate the structure and substance of FSOC’s 2019 Guidance. Under the Proposed Interpretive Guidance, FSOC would prioritize efforts to identify, assess, and respond to potential risks to U.S. financial stability through an activities-based approach and pursue entity-specific designation only if the risk “cannot be, or is not, adequately addressed through an activities-based approach.” Additionally, consistent with the 2019 Interpretive Guidance and the district court opinion in MetLife, Inc. v. Fin. Stability Oversight Council, FSOC would perform a cost-benefit analysis before making any designation decision and would assess the likelihood of a nonbank financial company’s material financial distress when evaluating the benefits of designation. The Proposed Interpretive Guidance would for the first time incorporate consideration of “impediments to economic growth and economic security when identifying potential risks to U.S. financial stability.” Further, the Proposed Guidance would create an “off-ramp,” requiring FSOC to identify the steps a nonbank financial company or financial regulator could take to mitigate any identified risk prior to making a designation.
Public comments on the Proposed Guidance are due May 14. For more information on the proposed guidance, including key takeaways and implications, please refer to our publication here.
SEC and CFTC Issue Interpretation Regarding the Application of Federal Securities Laws to Crypto Assets. On March 17, the SEC and CFTC issued a joint interpretation (the “Interpretation”) clarifying the application of the federal securities laws to certain types of crypto assets and transactions.
Overall, the Interpretation: (i) establishes a five-part token taxonomy for crypto assets based on their characteristics, uses and functions, and analyzes whether each category meets the definition of “security” under the federal securities laws; (ii) addresses how a non-security crypto asset may become subject to, and cease to be subject to, an “investment contract” and thus be offered and sold as a security; and (iii) clarifies the application of federal securities laws to certain crypto activities, including airdrops, protocol mining, protocol staking and the “wrapping” of a non-security crypto asset, consistent with existing SEC staff guidance.
Chairman Atkins stated that the Interpretation “is a major step in the Commission’s efforts to provide greater clarity regarding the Commission’s treatment of crypto assets and complements congressional endeavors to codify a comprehensive market structure framework into statute.” Chairman Atkins further noted that the Interpretation “reflects the reality that investment contracts can come to an end” and “serves as an important bridge for entrepreneurs and investors as Congress works to advance bipartisan market structure legislation, which [he] look[s] forward to implementing with [CFTC Chairman Michael Selig] in the near future.”
For more information on the Interpretation, please refer to our publication here.
SEC Staff Issues Statement to Clarify Regulatory Implications of Different Approaches to Tokenized Securities. On January 28, staff from the SEC’s Division of Corporation Finance, Division of Investment Management and Division of Trading and Markets issued a statement to clarify the application of federal securities laws to various “taxonomies associated with tokenized securities.” The statement applies to “Tokenized Securities,” which are instruments that already meet the definition of a security under the federal securities laws and are formatted as or represented by a crypto asset, with ownership records maintained in whole or in part on or through one or more crypto networks.
The statement explains that tokenized securities generally fall into two broad categories: (i) securities tokenized by or on behalf of the issuers of those securities; and (ii) securities tokenized by third parties unaffiliated with the issuers of those securities. Issuer-sponsored tokenized securities have a different format and recordkeeping method from traditional securities, but are still subject to federal securities laws, including registration requirements.
The statement identifies two models of third-party tokenization observed in the market: custodial tokenized securities, which are third-party-issued crypto assets that represent underlying securities held in custody by creating a security entitlement, and third-party tokenized securities, which tokenize securities unaffiliated with the third party either through an entitlement to an indirect interest held in custody or synthetic exposure through, for example, linked securities or security-based swaps. On security-based swaps, the statement is clear that third parties may not offer or sell crypto assets representing security-based swaps to persons who are not eligible contract participants under Section 1a(19) of the Commodity Exchange Act unless there is an effective Securities Act registration statement and such transaction is effected on a national securities exchange.
Reflecting the growing significance of tokenization in the SEC’s priorities, SEC Commissioner Mark Uyeda delivered remarks on February 9 at the Asset Management Derivatives Forum, in which he described tokenization as a development that could change the manner in which securities are issued, traded and managed. At the same time, he noted that tokenized securities raise questions concerning liquidity, collateral practices, clearing models and how to build a supportive legal and regulatory framework.
SEC Staff Updates FAQs on Fund-of-Funds Arrangements. On March 5, the SEC’s Division of Investment Management updated its “Fund of Funds Arrangements Frequently Asked Questions” relating to Rule 12d1-4 under the Investment Company Act.
In the first FAQ, the SEC staff stated that a management company acting as an acquiring fund and relying on Rule 12d1-4(b)(2)(iv) for an exemption from Section 12(d)(1)(A)(i), (ii) or (iii) must enter into a fund of funds investment agreement. If a management company does not exceed the 3% limit under 12(d)(1)(A)(i), no findings under Rule 12d1-4(b)(2)(i) would be required and the investment agreement need not include “any material terms” relating to the findings otherwise required under Rule 12d1-4(b)(2)(iv)(A), as no such terms would apply. In the second FAQ, the SEC staff confirmed that the same result applies if the acquiring fund is a unit investment trust so long as the trust relies on the rule to acquire the acquired fund’s securities.
In the third new FAQ, the SEC staff clarified that an acquiring fund need not enter into an investment agreement with an acquired fund in which it invested prior to relying on Rule 12d1-4 until the acquiring fund purchases additional shares of such an acquired fund in reliance on Rule 12d1-4.
The SEC staff also stated that it would not recommend enforcement action if a fund did not count investments in collateralized loan obligation (“CLO”) debt securities toward the 10% limit in Rule 12d1-4(b)(3) because CLO debt securities are backed by the cash flows of the underlying pool of collateral and therefore do not raise the same transparency and complexity concerns as multi-tiered “fund-like” investments that the rule’s 10% limit is intended to address.
SEC Adds Four More FAQs for Names Rule. On February 18, the SEC Division of Investment Management released four additional FAQs related to the application of the Names Rule, as amended in 2023 (the “Amended Rule”). The FAQs provide further guidance to the Amended Rule and are intended to reduce confusion and to promote consistency in the rule’s application.
- Notice Requirements: The first new FAQ clarifies that the SEC staff will not object where a fund does not provide shareholders with 60 days’ notice of non-material changes made to an existing non-fundamental 80% policy solely to comply with the Amended Rule or to make such policy more stringent in light of the fund name’s treatment under the Amended Rule.
- Application of Unfunded Commitments: The second new FAQ explains that a fund that commits to invest in a private fund or SPV may count as qualifying assets for purposes of its 80% policy, cash and cash equivalents held to cover its unfunded commitments to such private fund or vehicle that it reasonably expects to be called in the future. The SEC staff notes that funds should include explanatory disclosures in their registration statements regarding their intention to take this approach.
- Use of the Word “Growth” or “Value”: The third new FAQ states that funds using the terms “growth” or “value” in their names generally must adopt an 80% policy. However, an 80% policy would not be required where (i) “growth” or “value” is used with a modifying term that clearly indicates that such investments are not the fund’s predominant component of the portfolio or (ii) the term is used in combination with “income” (e.g., “growth and income”), which generally indicates that the fund seeks to achieve a portfolio-wide outcome of growth of capital, along with current income.
- Use of the Words “Merger” or “Merger Arbitrage”: The fourth new FAQ confirms that funds using the terms “merger” or “merger arbitrage” in their names are not required to adopt an 80% policy because such terms describe an investment technique or portfolio-wide result to be achieved.
The SEC staff also reviewed prior guidance related to the Names Rule, withdrawing certain 2001 FAQs that are now moot or suspended and retaining others with modifications.
SEC Proposes Amendments to Small Entity Definitions for Investment Companies and Advisers for Purposes of the Regulatory Flexibility Act. On January 7, the SEC proposed amendments to the rules defining which registered investment companies, investment advisers and business development companies qualify as small entities for purposes of the Regulatory Flexibility Act. Comments on the proposed rule were due by March 13.
The proposed rule would:
- increase the asset-based thresholds under which investment companies and investment advisers are deemed small entities from $50 million to $10 billion and from $25 million to $1 billion, respectively;
- update the way that related funds’ assets are aggregated for purposes of defining small entities by replacing “group of related investment companies” with a “family of investment companies” as that term is used in Item B.5 of Form N-CEN;
- provide for inflation adjustments to the asset-based thresholds by order every 10 years; and
- amend Form ADV to conform to the changes above.
SEC Proposes Amendments to Reduce Burdens in Reporting of Fund Portfolio Holdings. On February 18, the SEC proposed amendments to Form N-PORT, which are intended to reduce reporting burdens on registered investment companies required to report portfolio-related information on the form.
The proposed amendments to Form N-PORT follow amendments adopted in 2024 under the Biden administration, which increased the frequency and scope of information required to be reported by certain types of registered investment companies to the SEC and the public. The rule proposal follows the SEC’s April 2025 extension of the effective and compliance date of the 2024 amendments, to provide the agency under the Trump administration time to complete its review of such amendments.
The February 2026 proposed amendments to Form N-PORT would:
- provide reporting funds with an additional 15 days to file monthly reports of portfolio-related information on Form N-PORT;
- restore quarterly publication frequency of reports (from a change to monthly in the 2024 rule); and
- modify Form N-PORT reports to streamline or remove certain reported information, including removing “Names Rule” reporting, and add information about funds with share classes that operate as exchange-traded funds.
In a separate action, the SEC extended the compliance dates for certain Form N‑PORT reporting requirements related to the Names Rule. The updated compliance dates for the Names Rule-related reporting requirements are November 17, 2027, for fund groups with net assets of $10 billion or more, and May 18, 2028, for fund groups with less than $10 billion in net assets as of the end of the most recent fiscal year.
CFTC Issues No Action Letter for CPO Registration for Certain Investment QEP Managers. On February 26, the CFTC’s Division of Market Participants (“MPD”) expanded and reinstated CFTC Staff Letter No. 25-50 (“Letter 25-50”) as CFTC Staff Letter No. 26-06 (“Letter 26-06”). Letter 25-50 provided that existing commodity pool operators (“CPOs”) may be able to de-register as “CPOs” so long as all participants of their privately offered commodities pools are sophisticated investors known as qualified eligible persons (“QEPs”). The amendment is intended to clarify how Letter 25-50 interacts with CFTC Letter No. 14-126, which allows operators that are required to register as a CPO to delegate certain regulatory responsibilities to a CFTC-registered “Designated CPO.” Letter 26-06 clarifies that a Designated CPO may continue to perform its delegated responsibilities under CFTC Letter No. 14-126 as long as it is either registered as a CPO or all its participants are QEPs.
Enforcement and Litigation
SEC Division of Enforcement Announces Updates to Enforcement Manual. On February 24, the SEC’s Division of Enforcement announced updates to its Enforcement Manual (the “Manual”). The changes carry significant practical consequences for companies and individuals facing SEC investigation. The Division stated that going forward it plans to undergo yearly review of the Manual, which was last revised in 2017.
Changes were made to the following areas:
- Wells Process. The updated Manual introduces a more formalized Wells process. Division staff are required to disclose salient, probative evidence that recipients may not be aware of and to provide reasonable access to the investigative file, affording respondents greater visibility into the factual record before they submit a Wells response. Wells submissions will be due four weeks after Wells notices are issued, and post-Wells engagement with Division staff will generally be limited to a single meeting, held within four weeks, and attended by senior Division leadership. These revised timelines suggest that the timing for the Wells process will likely be more condensed.
- Formal Order Process. Division staff must now submit a memorandum and proposed formal order to the Commission for approval rather than relying on delegated authority.
- Simultaneous Settlement and Waiver Consideration. The Manual clarifies the SEC’s recently reinstated process for simultaneous consideration of companies’ settlement offers and requests to waive automatic disqualifications and other collateral consequences from the results of an enforcement action. The Manual outlines the process for when the Commission may accept a settlement but deny a waiver.
- Cooperation and Self-Reporting. The Manual tightens the framework for cooperation credit, raises the standard for recommending a non-prosecution agreement to “exceptional circumstances” and incorporates the Commission’s criminal referral policy, including specified factors for referral decisions and procedural requirements for notifying leadership. For cooperation credit, the Manual highlights the importance of early cooperation, noting that self-reporting credit will “rarely be appropriate” if the SEC or another regulator is already aware of the conduct. These changes heighten the significance of the determination of when and whether to self-report, which often must be made before all relevant facts are known.
For further discussion of the changes made to the Manual, please refer to our publication here.
The Interfaith Center on Corporate Responsibility (“ICCR”) and As You Sow Bring APA Challenge to SEC’s Policy on No-Action Process to Exclude Shareholder Proposals. On March 19, ICCR and As You Sow filed a complaint in the U.S. District Court for the District of Columbia against the SEC alleging that the SEC’s November 2025 policy to not individually review issuers’ requests to exclude shareholder proposals from their proxy statements (the “No-Objection Policy”) violated the Administrative Procedure Act’s notice-and-comment requirements.
The plaintiffs contend, first, that the No-Objection Policy is contrary to the substantive requirements of Rule 14a-8, which governs the shareholder proposal process, because it eliminates the company’s burden of persuasion, prevents SEC staff from evaluating the merits of exclusion and undermines proponents’ ability to have their responses considered. Second, they argue that the No-Objection Policy is arbitrary and capricious because it failed to articulate a rational justification for the new no-objection policy. Third, they argue that the No-Objection Policy is a substantive rule and, thus, its implementation without the notice-and-comment rulemaking violated the Administrative Procedure Act.
Federal Judge Dismisses Class Action Against Fidelity Over Not Automatically Converting Investors to Lower-cost Share Classes in Its $439.1 Billion Money Market Fund. On March 25, U.S. District Judge Margaret Garnett dismissed a putative class action lawsuit against Fidelity Management & Research Company LLC and the trustees and executives of Fidelity Government Money Market Fund. The plaintiffs, retail shareholders of the Fund, filed suit in the U.S. District Court for the Southern District of New York on October 25, 2024, claiming that defendants breached their fiduciary duty of care (and other claims) by failing to cause the fund to automatically convert the investors from higher-cost retail share classes to lower-cost premium share classes once their account balances met the applicable investment minimums.
Judge Garnett dismissed the complaint in its entirety, holding that plaintiffs failed to plead a breach of fiduciary duty under Delaware law, which requires allegations that a defendant either “failed to inform himself of all material information reasonably available or that he acted in a grossly negligent manner,” the latter of which is an “extremely stringent” standard requiring that the defendant was “recklessly uninformed or acted outside the bounds of reason.” The court found that defendants regularly reviewed the advisory agreements, considered competitors’ fee practices and were aware of both the fee differential between classes and the absence of auto-conversion, belying allegations that the defendants failed to inform themselves of material information. The court also held that defendants’ conduct did not rise to the level of gross negligence, emphasizing that the Fund’s multi-class structure and fee differentials were fully disclosed and that investors could convert their shares independently. The court held that plaintiffs’ other claims based on unjust enrichment, aiding-and-abetting, and implied covenant of good faith also failed as a matter of law. The court denied plaintiffs’ request to amend their complaint, but stated that plaintiffs could move for leave to file an amended complaint in 30 days if they could demonstrate that the proposed amendment would not be futile and defendants would not be prejudiced.
SEC Settles Charges with Two Registered Investment Advisers with Liability Disclaimer, Assignment and Custody Rule Violations. On January 20, the SEC announced settled charges against two registered investment advisers for violations of the custody rule in connection with their use of liability disclaimers and assignment clauses in their retail investor advisory agreements as well as custody rule violations.
The SEC found that between 2019 and 2024, the advisers required retail advisory clients to sign investment advisory agreements that included hedge clauses (i.e., liability disclaimer language) that could lead a client to mistakenly believe that the client had waived a non-waivable cause of action against the adviser. Further, the SEC found that the advisory agreements: (i) did not, in substance, require client consent for assignments and instead improperly permitted assignment without client consent; (ii) granted the advisers custody of client assets without obtaining the required independent verification by an independent public accountant of client funds and securities; and (iii) reflected a failure by the advisers to implement written policies and procedures reasonably designed to prevent violations relating to hedge clauses and assignment provisions. The advisers consented to cease-and-desist orders, with one adviser agreeing to pay a civil penalty of $85,000 and the other agreeing to pay $65,000.
Other Recent Key Updates
SEC Division of Corporation Finance Issues Exemptive Order for Tender Offers of Equity Securities. On April 16, the SEC Division of Corporation Finance issued an exemptive order (the “Order”) permitting certain tender offers for equity securities to shorten the minimum offering period to 10 days from the 20-day minimum offer period required under Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13e-4(f)(1) and 14e-1(a). The Order states that the relief is intended to address market inefficiencies, better reflect technological advancements and reduce exposure to market fluctuations.
The Order sets forth different conditions for securities of reporting companies and private companies, although all qualifying offerings are subject to certain disclosure requirements, and the offer consideration must be cash at a fixed price. For reporting companies, qualifying tender offers must, among other conditions, be subject to either Regulation 14D or Rule 13e-4 under the Exchange Act and not be made in reliance on cross-border exemptions set forth in Rule 14d-1(d) or Rule 13e-4(i). The relief does not apply to “hostile” tender offers or going private transactions under Rule 13e-3. If the offer is made under Regulation 14D, it must be for all the outstanding securities of the subject class; if it is made under Rule 13e-4, it must be for less than all outstanding securities of the subject class. For non-reporting companies, qualifying tender offers must, among other conditions, be made by the issuer or a wholly owned subsidiary of the issuer, and the issuer cannot have any class of securities registered under Section 12 of the Exchange Act or be subject to Section 15(d) reporting requirements.
WisdomTree Announces Launch of 24/7 Trading and Instant Settlement. On February 23, the SEC issued an order for exemptive relief to permit WisdomTree to settle transactions for the WisdomTree Treasury Money Market Mutual Fund (WTGXX) from the inventory of an affiliated broker-dealer, rather than only at the end-of-day net asset value as is standard for mutual funds. The SEC Order will enable WisdomTree to offer continuous, 24/7 trading through its affiliated broker-dealer and instant settlement via blockchain, while also maintaining the fund’s existing primary market structure.
WisdomTree also announced that WTGXX will offer continuous dividend accrual, enabling WTGXX shares to allocate each day’s income based on how long each verified wallet held its tokens, using blockchain timestamps to track intraday transfers. WisdomTree noted that this feature will enable shareholders conducting peer-to-peer transfers to receive their proportionate share of daily interest, even when tokens move between wallets during the day.
Recent remarks by SEC Commissioners and Investment Management Director focus on AI, Proxy Voting and E-Delivery. On February 3, Brian Daly, Director of the SEC’s Division of Investment Management, delivered a speech entitled “Artificial Intelligence and the Future of Investment Management” at the Investment Company Institute’s Winter Board Meeting. He emphasized that existing fiduciary duties, disclosure obligations and governance expectations continue to apply in the use of AI, including the need for appropriate model oversight and controls. While acknowledging industry concerns regarding liability arising from the use of AI and other emerging technologies, he stated that such concerns are not insurmountable and emphasized the SEC’s willingness to work closely with market participants, including through pilot programs, no-action relief and staff guidance to address these developments. Director Daly also highlighted the need to modernize the regulatory framework for electronic communications and e-delivery, noting that current rules do not reflect current technologies, such as electronic delivery of disclosures, much less emerging technologies.
SEC Commissioner Hester Peirce echoed these themes in her March 24 remarks at the Investment Company Institute’s Investment Management Conference. Like Director Daly, Commissioner Peirce emphasized the need to facilitate broader adoption of e-delivery for disclosures and to enable the use of emerging technologies, such as AI, to deliver a more interactive disclosure frameworks. Commissioner Peirce also discussed ongoing challenges in the fund proxy process, highlighting the difficulties investment companies face in achieving quorum and the associated costs and delays, and noted that reforms in this area could enhance shareholder engagement and operational efficiency. She encouraged stakeholders to engage with the SEC as it considers potential updates across these areas.
Keith E. Cassidy Named Director of Division of Examinations. On January 20, the SEC announced the appointment of Keith E. Cassidy as Director of the Division of Examinations. He had served as Acting Director since May 2024 and previously served as the Division’s Deputy Director, Acting Co-Director and National Associate Director of the Technology Controls Program.
David Woodcock Named Director of Division of Enforcement. On April 8, the SEC announced the appointment of David Woodcock as Director of the Division of Enforcement. He currently serves as a partner at Gibson, Dunn & Crutcher LLP and previously led the SEC’s Fort Worth Regional Office from 2011 to 2015. He also previously oversaw Enforcement and Examinations Division staff, including lawyers, accountants and examiners, and served as a member of the SEC’s Enforcement Advisory Committee and as chair of the Financial Reporting and Audit Task Force.