SEC Proposes to Rescind Investment Adviser Pay-to-Play Rule
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.
Permission to Speak (and a Reason To): FinCEN and Banking Agencies Clarify SAR Confidentiality Rules for Customer Communications About Fraud and Account Closures
Financial institutions have long approached communications about suspicious activity with caution given the strict confidentiality rules governing Suspicious Activity Reports (SARs). New
guidance from FinCEN and the federal banking agencies provides welcome clarity: institutions may discuss the underlying facts of potentially fraudulent or suspicious transactions with customers and third parties, so long as they do not reveal the existence of a SAR.
The guidance also addresses account restrictions and closures, confirming that institutions may tell customers that such actions relate to suspected fraud or suspicious activity — even if the customer might infer that a SAR was filed.
In our latest blog post, we break down the new guidance and what it means for fraud investigations, customer communications, account closures, and BSA/AML compliance. Click here to read more.
Hong Kong SFC Signals Tougher Scrutiny of Legal Privilege Claims
The Hong Kong Securities and Futures Commission (SFC) has signaled that it intends to take a tougher approach to claims of legal professional privilege, particularly where companies assert privilege broadly over internal investigation materials, documents collected during dawn raids, or materials responsive to compulsory regulatory requests.
The warning follows a recent Hong Kong court ruling rejecting privilege claims over an internal investigation report and related materials because their dominant purpose was found to be satisfying regulatory reporting obligations, rather than obtaining legal advice or preparing for litigation. The decision underscores that the involvement of lawyers, confidentiality labels, or even a limited waiver to a regulator does not itself establish privilege.
In this post, our colleagues examine the ruling, the SFC’s stated intention to “push back hard” against over-broad privilege claims, and the practical implications for companies conducting internal investigations and responding to regulatory inquiries. The post also considers how companies can preserve legitimate privilege claims while navigating investigations that may simultaneously involve fact-finding, legal advice, remediation, and regulatory engagement. Click here to read the full post.
DOJ Loosens the Whistleblower Program’s Bar on “Other Program” Claimants in Latest Revision
On July 30, 2026, the U.S. Department of Justice (DOJ) revised its Corporate Whistleblower Awards Pilot Program, expanding the pool of individuals who may qualify for an award. Most notably, DOJ eliminated the prior rule that automatically disqualified whistleblowers who could have been eligible for an award under another U.S. government whistleblower program, such as those administered by the SEC or CFTC. Instead, a whistleblower is now disqualified only if he or she actually receives an award from another program for reporting the same or substantially the same misconduct, while DOJ retains discretion to reduce or deny duplicative awards.
The revised guidance also includes several administrative updates, including confirmation that the program is now administered by the Criminal Division’s Money Laundering, Narcotics, and Forfeiture Section (formerly the Money Laundering and Asset Recovery Section) and that submissions will be made through a dedicated online intake portal. The covered subject-matter areas remain unchanged from the May 2025 expansion and continue to include, among other areas, financial institution crimes, bribery, healthcare fraud, trade and customs fraud, procurement fraud, immigration offenses, and sanctions-related misconduct.
For companies, the revisions further strengthen incentives for whistleblowers to report directly to DOJ, including in matters that may also be eligible for other agency whistleblower programs. At the same time, DOJ’s Corporate Enforcement and Voluntary Self-Disclosure Policy continues to provide a pathway to a declination for companies that promptly self-disclose, cooperate, and remediate misconduct, reinforcing the importance of effective internal reporting mechanisms and careful consideration of self-disclosure decisions in the face of potential whistleblower reports. Click here to read the full post.
Beyond AML: FinCEN and FDIC Clarify That Section 314(b) Safe Harbor Extends to Fraud Prevention
The Financial Crimes Enforcement Network’s (FinCEN) June 12, 2026 guidance, along with the Federal Deposit Insurance Corporation’s (FDIC) July 9, 2026 Financial Institution Letter, signal a significant shift in how regulators expect financial institutions to use Section 314(b) of the USA PATRIOT Act.
Historically viewed as an anti-money laundering (AML) information-sharing tool, Section 314(b) is now expressly recognized as a mechanism for combating fraud. The updated guidance confirms that financial institutions may rely on the provision’s safe harbor to share information relating to suspected fraud, encourages real-time collaboration among institutions, and highlights the role of Section 314(b) in improving suspicious activity reporting and detecting illicit activity more quickly.
Our latest blog post examines the agencies’ expanded interpretation of Section 314(b), including the broader range of fraud-related information that may be shared, FinCEN’s encouragement of joint suspicious activity report (SAR) filings and proactive information sharing, and the governance, compliance, and supervisory considerations for institutions evaluating or expanding their Section 314(b) programs. The post also explores how the guidance reflects the continued convergence of fraud prevention and AML compliance and what these developments may mean for financial institutions’ information-sharing practices and supervisory expectations. Read the full post here.
What to Expect in SEC Rulemaking: Takeaways From the SEC’s Spring 2026 Regulatory Agenda
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.
EU Forced Labor Regulation Moves Toward Implementation: How Companies Should Prepare
On June 26, 2026, the European Commission (Commission) published its long-awaited guidelines on the Forced Labor Regulation (FLR). The FLR, which entered into force in December 2024 (see Sidley Update of December 2024) and will apply in full from December 14, 2027, introduces a broad ban on products made, wholly or partly, with forced labor at any stage of the supply chain, regardless of product type, sector, or origin.
Federal Agencies Propose More GENIUS AML/CFT Rules: Customer Identification Program and OCC Conforming Updates
As the AML compliance framework for payment stablecoin issuers continues to take shape under the GENIUS Act, federal regulators proposed another set of rules that will have important implications for compliance program design and implementation. The latest FinCEN, banking agency, and OCC proposals clarify customer identification program (CIP) expectations, reinforce a bank-like approach to AML/CFT compliance, and provide additional insight into the OCC’s supervisory and enforcement posture.
Our latest blog breaks down the proposals, highlights the practical compliance takeaways for stablecoin issuers, and explains what these developments mean for firms preparing for the new federal AML/CFT regime.
