U.S. Department of Justice Announces Major Justice Manual Revisions on Sub-Regulatory Guidance and Dismissals of FCA Qui Tams  

In a move with substantial implications for federal enforcement generally and the False Claims Act (“FCA”) in particular, the U.S. Department of Justice (“the Department”) on September 18, 2026 announced major revisions to two sections of the Justice Manual: (1) Section 1-19.000, which governs the issuance and use of guidance documents; and (2) Section 4-4.111, which governs the Department’s authority to seek dismissal of FCA qui tams. Reverting to the Department’s position in the first Trump Administration, the revisions to Section 1-19.000, as the Department explained, “reinstate[] and build[] upon [the Department]’s 2017 policy that sub-regulatory guidance cannot impose legal obligations beyond those established by statute or regulation.” And the revisions to Section 4-4.111 provide that the Department will evaluate every FCA qui tam for potential dismissal by the Department under 31 U.S.C. section 3730(c)(2)(A). The Department framed the changes as strengthening its fight against fraud through clearer standards that promote fair and effective enforcement.

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When the Meeting Minutes and the AI Transcript Don’t Match: Litigation Insights From Delaware Chancery

AI-generated meeting transcripts are creating a new category of evidence for litigators and enforcement authorities. A recent Delaware Court of Chancery decision illustrates the risk: the court had both official board minutes and AI-generated transcripts of the same meetings, and cited the transcripts when assessing the board’s motivations. Although the transcripts did not decide the case, they provided an alternate—and potentially more revealing—record of what occurred in the boardroom.

The implications extend well beyond board litigation. AI transcripts from management calls, internal investigations, privileged discussions, and other sensitive meetings may be discoverable in civil litigation or regulatory and criminal investigations—and may preserve informal comments, hypotheticals, or shorthand that look very different when read later by a regulator, prosecutor, judge, or jury. Organizations also face questions about privilege, preservation obligations, recording-consent laws, vendor access, and the reliability of AI-generated transcripts and translations.

In this post, our colleagues examine the Delaware decision and practical steps organizations can take to manage these risks, including adopting risk-based policies governing when AI transcription is permitted, establishing retention and review protocols, training directors and employees, and extending AI governance to vendors and cross-border use. As AI notetakers become increasingly commonplace, organizations should consider these issues before an AI-generated transcript becomes evidence in the next dispute or investigation.

Click here to read more.

FDA and SEC Announce Coordination on Scrutiny of Public Disclosures

The FDA and SEC are stepping up coordination over public disclosures concerning FDA-regulated products. A new memorandum of understanding (MOU) provides a framework for the agencies to share information—including nonpublic FDA correspondence, meeting minutes, and complete response letters—for use in SEC filing reviews and enforcement investigations.

The agreement gives the SEC greater ability to compare companies’ public statements about FDA interactions, clinical data, and regulatory milestones against the underlying FDA record. Information sharing can also flow in the other direction, potentially prompting FDA scrutiny based on issues identified by the SEC.

Public companies, particularly in the life sciences sector, should expect increased scrutiny of FDA-related disclosures. Read our latest post for more on the new framework and its enforcement implications.

Sidley Secures Presidential Pardon for Pro Bono Client Jonathan Long

Sidley successfully assisted its pro bono client, Jonathan Long, a retired U.S. Navy sailor, in receiving a presidential pardon in connection with a prior conviction under the Clean Air Act. This marks the third presidential pardon Sidley has helped secure for clients charged with Clean Air Act offenses.

Sidley previously defended Long against a six-count felony indictment for alleged Clean Air Act violations in the Eastern District of Virginia. Following early wins in motions practice, the team was able to resolve the matter with a single misdemeanor plea. Long was subsequently featured in congressional testimony before the U.S. House Committee on Oversight and Government Reform, in which Sidley weighed in critically on the government’s felony charging theory as legally unfounded.

Click here to read more.

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.

The Evolving Regulatory Landscape for Private Credit: Key Considerations for Lenders

Private credit has grown rapidly — and enforcement authorities are paying attention. The Department of Justice, including the U.S. Attorney’s Office for the Southern District of New York, has identified the private credit markets as an area of focus, with pending cases involving alleged borrower fraud, multiple pledges of the same collateral, and false financial information. Recent reporting also suggests scrutiny may extend to lenders themselves, including how private credit assets are valued and disclosed.

The enforcement risks extend beyond criminal investigations. SEC examination priorities include valuation practices, fees and expenses, conflicts of interest, and products with limited liquidity, while recent private litigation has challenged portfolio valuations, disclosures concerning credit quality, and adviser compensation. These developments highlight an increasingly important white collar and enforcement issue: the same valuation decisions, disclosures, diligence processes, and contemporaneous governance records can be tested by regulators, prosecutors, and private litigants.
In a new Sidley Global Finance Update, “The Evolving Regulatory Landscape for Private Credit: Key Considerations for Lenders,” our colleagues examine the changing regulatory and enforcement environment and practical steps private credit firms can take to mitigate risk — including strengthening valuation governance, disclosure consistency, data controls, and collateral diligence. Click here to read the full Update.

Board Investigations of Potential Misconduct

When allegations of corporate misconduct surface, one of the first questions companies may face is who should oversee the response. In some circumstances, an investigation led by management or in-house counsel may be appropriate. But allegations involving senior executives or directors, mission-critical compliance risks, or questions about management’s independence may require the board — often through an independent committee — to take a more active role.

In a new article for Reuters Practical Law, Sidley partner Holly J. Gregory examines when a board-driven investigation may be warranted and how boards can structure those investigations to withstand scrutiny from regulators, prosecutors, shareholders, and courts. Click here to read the full post.

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<a target=‘_blank’ href="https://www.sidley.com/en/people/a/axel-douglas-a">Douglas A. Axel</a>

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Yuet Ming Tham

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Sheila A.G. Armbrust

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Ellyce R. Cooper

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Daniel C. Craig

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Shu Min Ho

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San Francisco
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Kristin Graham Koehler

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Michael A. Levy

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Geeta Malhotra

Chicago
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Michael D. Mann

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Ian McGinley

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Lisa H. Miller

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Julia G. Mirabella

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Alexa Poletto

New York
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Washington, D.C.
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Jacqueline Pruitt

Chicago
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Doreen M. Rachal

New York, Boston
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Kevin Rubino

San Francisco
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Leslie A. Shubert

Washington, D.C.
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Michele Tagliaferri

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Frank R. Volpe

Washington, D.C.
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Marisa S. West

Washington, D.C.
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Angela M. Xenakis

Washington, D.C.

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