Entries by W. Hardy Callcott

10 09 '26

SEC Proposes to Rescind Investment Adviser Pay-to-Play Rule

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On September 3, 2026, the SEC proposed eliminating its investment adviser pay-to-play rule, Rule 206(4)-5, along with the related recordkeeping requirements. If finalized, the proposal would remove a compliance regime that can impose a two-year compensation ban for even relatively minor political contributions and has long presented advisers with complex questions about covered employees, government officials, placement agents, and public pension investments.

But rescission would not mean the end of pay-to-play risk. The SEC emphasizes that improper efforts to influence government investment decisions could still implicate the Advisers Act’s antifraud provisions and fiduciary duties, while state and local pay-to-play and procurement laws, federal bribery statutes, public pension rules, and parallel MSRB and FINRA requirements would remain. The proposal also raises important questions for exempt reporting advisers, foreign private advisers, and firms that have embedded Rule 206(4)-5 requirements into contracts and compliance programs.

Our latest blog post examines the SEC’s rationale for the proposed rescission, what would—and would not—change for advisers, and the practical compliance and enforcement implications if the proposal becomes final. Click here to read the full article.

22 07 '26

Delaware Supreme Court Rejects Jarkesy-Based Jury Trial Challenge to State Administrative Enforcement Proceeding

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On July 16, the Delaware Supreme Court held that defendants facing securities fraud and registration claims in administrative proceedings brought by the Delaware Investor Protection Unit are not entitled to a jury trial under the Delaware Constitution, distinguishing the U.S. Supreme Court’s decision in SEC v. Jarkesy. Applying its recently adopted Blue Beach Bungalows framework, the court concluded that the state statutory claims are not sufficiently analogous to common-law actions historically tried before a jury, despite the availability of monetary penalties.

The decision underscores that jury-trial challenges to state administrative enforcement actions will turn on the text and history of each state’s constitution and statutory scheme, rather than Jarkesy alone. With similar challenges pending in other jurisdictions, including Arizona, the ruling provides important guidance for regulators and litigants assessing the continued viability of administrative enforcement proceedings seeking civil penalties. Click here to read the full blog post.

13 07 '26

What to Expect in SEC Rulemaking: Takeaways From the SEC’s Spring 2026 Regulatory Agenda

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The SEC has released its Spring 2026 regulatory agenda. With nearly 40 action items in the prerule or proposed-rule stages and many proposals scheduled for October 2026, the agenda signals a robust effort focused on reducing compliance burdens, facilitating capital formation, and providing greater regulatory certainty for digital assets.

14 05 '26

New U.S. SEC Enforcement Director David Woodcock Signals Continued “Back to Basics” Approach

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New SEC Enforcement Director David Woodcock used his first public remarks to signal continuity with Chairman Paul Atkins’s “back to basics” agenda, emphasizing “quality over quantity” and a focus on cases involving real investor harm rather than technical violations. Woodcock identified key enforcement priorities and announced reinstitution of the Retail Fraud Working Group to focus specifically on protecting retail investors.