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FTC, Requiring Divestitures, Approves Final Consent Decree in Ascension/AmSurg Deal

Tue, 01 Sep 2026 21:11:00 Z

On August 25, 2026, the Federal Trade Commission (FTC) announced it had finalized a consent order resolving antitrust concerns arising from Ascension Health Alliance’s $3.9 billion acquisition of AmSurg. This order arrives against the backdrop of heightened FTC attention to the healthcare sector. In March 2026, FTC Chairman Andrew Ferguson directed the agency to form a Healthcare Task Force to pursue a “coordinated, integrated approach” to healthcare enforcement and advocacy in coordination with other agencies and law enforcement partners (such as the Department of Health and Human Services and Department of Justice). The final order in the Ascension/AmSurg matter reflects this continued focus and offers a useful window into how the FTC is applying it in practice.

The final order requires Ascension to divest seven AmSurg ambulatory surgery centers (ASCs) across five metro areas, settling allegations that the deal would substantially lessen competition for certain outpatient surgical services. The order also imposes a 10-year prior notice obligation on Ascension for future ASC acquisitions in the affected markets, as well as transition assistance, nonsolicitation, asset maintenance and monitor provisions typical of recent FTC healthcare merger remedies. True to FTC form, the matter demonstrates the agency’s continued scrutiny of vertical and horizontal healthcare consolidation at the local, service level – even where the overall transaction value and combined entity size might not otherwise trigger significant antitrust concern nationally.

Background

On June 2, 2026, the FTC announced a proposed consent order requiring Ascension, a national nonprofit health system, to divest several ASCs in order to proceed with its proposed acquisition of AmSurg. The FTC’s June 1 complaint alleged that the combination of Ascension and AmSurg, both providers of outpatient surgical services ranging from cataract surgeries to colonoscopies, would limit competition for certain outpatient surgical services performed by gastroenterologists, ophthalmologists and orthopedists in the Nashville, Tennessee, Panama City, Florida, Tulsa, Oklahoma, Waco, Texas, and Wichita, Kansas, metropolitan areas. The FTC alleged that this loss of competition would likely lead to higher surgery prices for patients while also threatening to lower the quality of care and limit innovation in surgical services. Daniel Guarnera, director of the FTC’s Bureau of Competition, stated that, “[a]ccess to quality surgical care at an affordable price is critically important for millions of Americans across the country,” and that the divestitures would “help preserve a competitive market that will allow patients to get the care they need at a fair price.”

Under the terms of the proposed order, Ascension agreed to divest seven AmSurg ASCs located in the markets where the FTC identified competitive concerns. Six of the centers were to be divested to SC Affiliates, while the seventh, located in Panama City, was to be divested to Florida Gastroenterology Center (referred to in the order as the Panama City Doctors), a physician group that already held a minority stake in that facility and would assume full ownership. The proposed order also required Ascension, Ambulatory Topco and AmSurg to provide up to one year of transition assistance, protect confidential information, maintain the viability of the divested assets pending transfer and refrain from interfering with employment relationships at the affected facilities. The FTC further required the appointment of a monitor to oversee compliance and imposed a 10-year prior notice obligation on Ascension for any future ASC acquisitions in the relevant metro areas.

The FTC’s investigation was conducted in coordination with the state attorneys general of Florida, Oklahoma and Tennessee, and the vote to issue the complaint and accept the consent agreement for public comment was 2 – 0. The proposed order was then placed on the public record for a 30-day comment period.

Why this matters

Local market power, not deal size, still drives FTC scrutiny. The FTC’s focus here was narrow. It did not object to the transaction as a whole, but to the loss of competition in five specific metro areas for three specific types of outpatient surgery. This demonstrates that deal size alone does not determine whether the FTC intervenes: A modest, local overlap in a single service may be enough to trigger a complaint and require a remedy. Companies acquiring ambulatory surgery centers, physician practices or other outpatient providers should expect the FTC to continue to analyze competition market by market and service by service, not just at the level of the overall transaction.
A 10-year leash: Prior notice extends well beyond Hart-Scott-Rodino (HSR) obligations. The order also puts Ascension under long-term FTC oversight – for the next 10 years, Ascension must notify the FTC at least 30 days before acquiring any interest in an outpatient surgery center in the five affected metro areas. This notice obligation applies even to deals that are too small to require a standard HSR filing. This means that the FTC can review Ascension’s future, smaller deals in these markets that might otherwise escape antitrust review entirely. Companies with a history of FTC healthcare enforcement should expect similar long-term reporting or notice conditions in future settlements.
The FTC is backing its words with action. The Ascension/AmSurg divestitures demonstrate yet another example of the FTC following through on its enforcement priorities, not just announcing them. Just days before finalizing this order, the FTC won a full trial in federal court blocking Henkel’s proposed acquisition of Liquid Nails, a construction adhesives merger, and secured a permanent injunction rather than settling for a preliminary one. That case was the first merger challenge litigated entirely in federal court under Ferguson’s stated preference for bringing merger cases only in federal court and bypassing the FTC’s in-house Part 3 administrative process. Similarly, the Ascension/AmSurg order highlights the agency’s announced commitment to working with other law enforcement partners to pursue coordinated enforcement efforts in the healthcare sector. Taken together, the Ascension/AmSurg order and the Henkel litigation win show that the agency is pursuing its stated priorities in practice, and that the FTC is prepared to both negotiate strong structural remedies and litigate mergers to a final result in federal court when a negotiated fix is not available.

CFTC’s Innovation Advisory Committee Holds Inaugural Meeting

Tue, 01 Sep 2026 07:00:00 Z

The Innovation Advisory Committee of the Commodity Futures Trading Commission (CFTC) held its inaugural meeting on August 20. The meeting brought together industry representatives from crypto, traditional financial markets and technology to discuss crypto assets, AI and prediction markets.

Roadmap for the new frontier of finance

In his opening remarks, CFTC Chairman Michael Selig previewed a “roadmap for the new frontier of finance,” stating that if the pending CLARITY Act, legislation that would establish a federal regulatory framework for digital assets, does not advance, he would direct CFTC staff to move swiftly to propose crypto market structure rules under the CFTC’s existing authority. Specifically, Selig directed CFTC staff to explore rules that could enable current registrants, as well as unregistered crypto exchanges, to be designated by the CFTC as a type of designated contract market (DCM) known as a “crypto asset market” and offer crypto asset trading on a leveraged or margined basis under the CFTC’s regulatory oversight.

Selig also directed staff to engage with developers of on-chain finance protocols to establish pathways for developers to offer their protocols in a legal and compliant manner in the United States. Selig’s remarks came a day after President Donald Trump noted in a White House press conference attended by crypto industry leaders that the CFTC was working to bring Hyperliquid, the most prominent perpetual swap exchange, into the United States.

On prediction markets, Selig outlined a three-part roadmap, which is reflected in a series of recently or soon-to-be proposed rules and amendments:

First, proposed amendments to CFTC Rule 40.11 to define key terms, such as “gaming,” and enumerate public interest criteria for evaluating certain event contracts, seeking to provide clarity on issues that have been hotly debated in connection with sports and election event contracts.
Second, a proposed rule to modernize the reporting framework for fully collateralized event contracts.
Third, anticipated amendments to Parts 38 and 40 of the CFTC’s regulations to modernize the core principles and listing rules governing DCMs that list event contracts, and to institute consumer protection requirements, including clearer expectations for product governance, market design and incentive programs.

Selig also reiterated the CFTC’s position that federally regulated event contracts fall within its exclusive jurisdiction and stated that the CFTC would continue defending that jurisdiction against efforts by states to apply state gaming laws to DCMs.¹

As part of the roadmap’s AI agenda, Selig highlighted a request for comment on compute markets issued earlier that week, describing plans to develop a regulatory framework supporting transparent markets for compute capacity as a commodity with reliable price discovery and effective hedging.

Industry feedback and recommendations

Throughout the meeting, Committee Chair Walt Lukken, president and CEO of the Futures Industry Association, posed questions to participants seeking feedback for the CFTC’s policy and rulemaking priorities. The discussion reflected both frustration with prior regulatory uncertainty and regulation by enforcement and appreciation for the CFTC’s shift toward engagement and regulatory action.²

1. Harmonization and speed to market

Industry participants were candid about their experiences under the prior administration. Several described facing investigations, Wells notices, litigation, de-banking, and overlapping federal and state requirements without clear rules governing their products. Participants said these conditions caused companies to move personnel and products overseas, incur significant legal costs, or discouraged entrepreneurs from building crypto businesses in the United States.

Against this backdrop, participants welcomed collaboration between the CFTC and Securities and Exchange Commission (SEC)³ and called for greater harmonization to reduce the costs and friction associated with overlapping regulatory regimes. Certain cross-agency products were cited as needing coordinated guidance, including equity perpetual contracts, KPI event contracts referencing company earnings and Bitcoin index options. Participants also noted that emerging structures, such as vaults, may require a collaborative approach given their mixed securities, commodities and derivatives characteristics.

One participant called for clarity on whether futures commission merchants may self-custody customer segregated funds in tokenized form, while another highlighted the value unlocked by the joint SEC-CFTC conditional exemptive orders issued in April 2026 permitting customer cross-margining across treasury cash positions and futures positions. More broadly, several participants noted their support for the CLARITY Act, but urged the CFTC to continue using its existing authority rather than wait indefinitely for market structure legislation. Speed was a recurring concern, with participants arguing that regulatory uncertainty and state-by-state requirements have placed US firms at a competitive disadvantage to offshore firms, and urging faster regulatory decision-making within a principles-based framework capable of keeping pace with changing technology.

2. Balancing innovation and market integrity in prediction markets

Prediction markets generated the sharpest debate of the meeting. Several participants urged the CFTC to defend its federal jurisdiction, preserve the ability of DCMs to self-certify contracts, and maintain a unified federal framework rather than subject federally regulated platforms to differing state regimes. Supporters argued that prediction markets can provide price discovery, risk-management tools and useful information while offering consumer protection that may not exist on offshore or state-regulated venues.

Much of the discussion focused on where the CFTC should draw the line on permissible event contracts. The CFTC’s proposed amendments to Rule 40.11 would define terms such as “gaming” and establish criteria for determining when contracts involving enumerated activities may be prohibited as contrary to the public interest. Participants differed over how restrictive those standards should be. Some argued that these sensitive markets may provide valuable information to the public, while others emphasized that contracts whose outcomes can be materially influenced by a single person or small group raise significant market integrity concerns.

One participant proposed a presumption in favor of listing novel contracts unless an identifiable public harm exists, coupled with consideration of whether the contract bears a direct causal relationship to that harm and the degree to which the outcome is susceptible to manipulation. The discussion exposed a broader divide between traditional exchange operators and novel prediction market platforms over whether the existing self-certification framework provides adequate safeguards against manipulation, particularly for sports, “mention” and other event contracts whose outcomes may be influenced by individual actors. Prediction market operators emphasized the importance of rapid self-certification for markets tied to current events, while other participants urged closer scrutiny of contracts that may present heightened manipulation risks.

The discussion also extended to retail safeguards and competitive parity. Participants raised concerns regarding potential regulatory arbitrage between direct-to-DCM and Futures Commission Merchant-intermediated retail access, including differences in know your customer (KYC) and customer identification requirements, and several supported applying comparable protections regardless of the access model.

Participants also raised concerns about US users accessing offshore platforms through VPNs and discussed the need for clearer and more consistent expectations regarding surveillance, product governance, responsible trading and other consumer protections. The debate underscored the CFTC’s challenge in facilitating innovation while maintaining consistent market integrity and customer protection standards across rapidly evolving prediction market business models.

3. AI: Focus on conduct, not technology

In respect of AI’s growing role in algorithmic trading and market operations, participants urged the CFTC to regulate conduct rather than specific models or tools. One participant cited the prior Regulation Automated Trading proposal, and the controversy surrounding proposed access to source code, as a cautionary example, recommending that the CFTC focus on attribution and accountability so that a responsible person or entity remains identifiable regardless of whether an order originates from an AI model, traditional algorithm or other automated system.

Cybersecurity and operational resilience of market infrastructure were a related focus. Participants described AI as both a threat vector and a defensive tool (useful for automated code review, formal verification of on-chain smart contracts, vulnerability detection and market surveillance) and suggested that advances in formal verification could over time support more stringent software reliability expectations. Others cautioned against restricting access to frontier AI models, arguing that broad access helps security researchers find vulnerabilities before attackers do, and that restrictions offer limited benefit where comparable models remain available offshore.

What’s next?

The meeting reflected a shift in the CFTC’s approach toward facilitating innovation through rulemakings and engagement with industry. Market participants should watch three developments in particular:

Potential crypto-market-structure rulemaking under the CFTC’s existing authority if the CLARITY Act stalls.
The pending Rule 40.11 proposal and forthcoming Parts 38 and 40 amendments governing prediction markets, including retail protections, product governance and market-design standards.
Continued CFTC-SEC coordination on products that implicate both securities and derivatives regulation.

The CFTC’s parallel work on compute markets also bears watching, as it considers how its existing commodity and derivatives framework may apply to an emerging market for compute capacity.

Notes

On April 2, 2026, the CFTC, together with the Department of Justice, filed lawsuits against Arizona, Connecticut and Illinois challenging state efforts to apply state law to CFTC-registered designated contract markets. On April 24, the CFTC sued New York to halt the state’s application of state gambling laws to CFTC-regulated markets, and it subsequently brought similar actions against Wisconsin, Minnesota, New Mexico and Kentucky. The CFTC also moved to intervene in litigation in Rhode Island and has filed amicus briefs in prediction-market litigation involving Nevada, Massachusetts and Ohio.
For example, on May 29, 2026, the CFTC issued a policy statement addressing the listing of perpetual contracts. On June 10, 2026, it proposed amendments to its rules governing event contracts involving enumerated activities; on June 18, 2026, the CFTC and SEC jointly requested comment on opportunities to clarify and harmonize derivatives product definitions and related jurisdictional issues; on June 22, 2026, the CFTC requested comment on 24/7 trading and perpetual contracts referencing certain energy commodities; and, on August 19, 2026, the CFTC requested comment on the listing of derivatives contracts referencing computing capacity.
This collaborative posture may in part reflect Selig’s prior service as a senior advisor to SEC Chairman Paul Atkins.

a16z Announces Expansion of Fifth Growth Fund to $8.5 Billion

Mon, 31 Aug 2026 16:00:00 Z

Boston – August 31, 2026 – Cooley advised Andreessen Horowitz (a16z), a venture capital firm that backs entrepreneurs building the future through technology, on the close of additional capital, bringing its fifth Growth fund to a total of $8.5 billion.

Lawyers Matthew Smith, Stephanie Gentile, Stacey Song, Charles Chen, Charles Koech, Bella Berkley, Meredith Ashlock and Kelly Zhao led the Cooley team advising a16z.

Cooley previously advised a16z on its $2.2 billion fifth crypto fund in May 2026, its fundraising of more than $15 billion for five funds in January 2026 and its closing of $7.2 billion for five funds in April 2024.

2026 Proxy Season Highlights: Final Shareholder Proposal Results and Management Proposals

Mon, 31 Aug 2026 15:25:00 Z

Despite uncertainty heading into the 2026 proxy season (January 1 – June 30 meetings), final voting results largely continued established patterns. Governance proposals attracted the strongest support, while environmental and social (E&S) proposals and proposals from anti-environmental, social and governance (ESG) proponents received considerably less support. Director elections and say-on-pay proposals continued to receive strong shareholder support, and ISS recommendations were again associated with sharp differences in voting outcomes across shareholder and management proposals.

Building on our early review of the 2026 shareholder proposal season, this alert reviews final 2026 shareholder proposal voting results across the Russell 3000, with separate analyses of tech companies, life sciences companies and, for the first time, “recently public companies,” defined as Russell 3000 companies that went public since 2016. This additional lens complements Cooley’s inaugural Post-IPO Governance Trends Report, which examines how governance practices and annual meeting voting outcomes evolve during companies’ early years as public companies. We also highlight key trends in director elections and say-on-pay votes across each of these groups, and we review voting results for select nonroutine management proposals across the Russell 3000.

This alert precedes the SEC’s expected September proposal to rescind Rule 14a-8. This proposal is currently under review by the White House, and Cooley’s June alert includes a discussion of how such a proposal may impact the 2027 proxy season.

Shareholder proposals

Although the SEC staff’s withdrawal from its traditional role in the Rule 14a-8 no-action process created substantial uncertainty, 2026 voting results largely followed recent patterns. Governance proposals remained the best-supported category, averaging 34% support, compared with 16% for environmental proposals, 15% for social proposals and 5% for proposals from anti-ESG proponents. The results reinforce a familiar divide: proposals addressing core governance and shareholder rights matters continue to attract materially more investor support than E&S proposals. Looking ahead, the forthcoming SEC proposal to rescind Rule 14a-8 and the SEC staff’s recent decision to end no-action responses entirely could produce more significant change in 2027, including more aggressive efforts by proponents to challenge exclusions or other actions to preserve access to companies’ proxy materials.

2026 shareholder proposals at Russell 3000 companies

ISS recommendations and shareholder support

ISS recommendations were closely associated with voting outcomes across every proposal category. Across all Russell 3000 companies, proposals backed by ISS averaged 33% support for environmental matters, 34% for social matters, 41% for governance matters and 24% for proposals from anti-ESG proponents, compared with 14%, 10%, 17% and 3%, respectively, when ISS opposed them. Although these results reflect correlation rather than causation, they underscore the continuing importance of proxy advisor recommendations to voting outcomes.

Average shareholder support varied sharply with ISS recommendations

Sector trends

Tech companies

Governance proposals at tech companies substantially outperformed other proposal categories, averaging 37% support compared with 13% for both environmental and social proposals. Proposal activity also remained concentrated among large-cap tech companies, with recipients having a median market capitalization of $61 billion.

Tech companies continued to be the primary target of anti-ESG proponents, accounting for 28% of their proposal submissions in 2026. Most of these proposals focused on social topics, with diversity, equity and inclusion (DEI), viewpoint and ideological discrimination, AI and data privacy representing the most common topics. Consistent with the broader market, shareholder support for social-focused proposals submitted by anti-ESG proponents at tech companies remained low in 2026, averaging 2%.

2026 shareholder proposals at tech companies

Life sciences companies

While shareholder proposal activity remained relatively limited at life sciences companies, voting outcomes were generally consistent with broader market trends. Governance proposals averaged 32% support, compared with 14% for social proposals and 1% for proposals from anti-ESG proponents, and no environmental proposal went to a vote. Proposal activity also remained concentrated among large-cap life sciences companies, with recipients having a median market capitalization of $30 billion.

2026 shareholder proposals at life sciences companies

Recently public company trends

Among Russell 3000 companies that went public since 2016, shareholder proposal activity was relatively limited and skewed toward larger companies. We identified 34 publicized proposals – representing less than 6% of total publicized submissions – and the median market capitalization of recently public companies receiving proposals was $14.8 billion. Of the 26 recipient companies, 16 had market capitalizations above $10 billion, and none went public after 2021. Where proposals did reach recently public companies, governance issues dominated. Each of the four proposals receiving majority support addressed a foundational governance matter: two sought board declassification, one sought majority voting for director elections and one sought majority voting for director removal. These results are consistent with a broader post-IPO pattern: As companies mature and their ownership bases broaden, IPO-era governance structures attract increasing shareholder scrutiny.

2026 shareholder proposals at recently public companies

Management proposals

Director elections

Director election results remained strong in 2026. Average support was 95.4% across Russell 3000 companies, compared with 94.3% at tech companies, 92.4% at life sciences companies and 92.9% at recently public companies. Similarly, 87.2% of all Russell 3000 director nominees received more than 90% support, compared to 83.6%, 71.8% and 75.3% of director nominees at tech, life sciences and recently public companies, respectively.

Director election vote results by support level

ISS opposition continued to correlate meaningfully with voting outcomes across all companies, although its incidence varied significantly by group. ISS recommended against 11.6% of all Russell 3000 director nominees, compared with 15% at tech companies, 26.1% at life sciences companies and 36.2% at recently public companies. Despite receiving the highest opposition rate, director nominees at recently public companies averaged nearly 93% support. As discussed in our Post-IPO Governance Trends Report, proxy advisors frequently oppose directors at newly public companies because of governance provisions commonly adopted at the time of IPO, but these recommendations generally have a more limited impact on voting outcomes, likely reflecting concentrated ownership and greater investor tolerance for these governance structures during the early post-IPO period, particularly among large institutional investors that often afford newly public companies more time to evolve their governance practices.

Variance in director election support levels by ISS recommendation

Say-on-pay

Say-on-pay results also remained strong, with average support of 92% across the Russell 3000, 89.7% at tech companies, 90.8% at life sciences companies and 92% at recently public companies. Each group saw year-over-year increases in average support and in the percentage of proposals receiving more than 90% support.

Say-on-pay vote results by support level

ISS recommendations were again closely associated with say-on-pay voting results. Across the Russell 3000, ISS-supported proposals averaged 94.4% support, compared with 73.5% for ISS-opposed proposals. The gap was widest among tech companies at 22 percentage points, though this gap was down from 26 points in 2025. Recently public companies had a higher rate of ISS opposition than the broader Russell 3000, but adverse recommendations had a smaller effect on their voting outcomes. As with director elections, this likely reflects concentrated ownership and greater investor patience during the early post-IPO period, particularly among large institutional investors that often afford newly public companies more time to mature their compensation practices.

Variance in say-on-pay support levels by ISS recommendation

Select nonroutine management proposals

Responsive governance proposals

Management proposals seeking to unwind long-standing governance provisions declined in 2026. Board declassification proposals declined from 44 in 2025 to 31 in 2026, while proposals to eliminate supermajority vote requirements fell from 70 to 47. The decline likely reflects market maturation rather than diminished focus on these core governance issues, as many larger-cap, consumer-facing companies that historically faced the greatest investor pressure to eliminate these structures have already done so.

Shareholder support remained relatively steady, averaging 79% for declassification proposals and 77% for supermajority-elimination proposals, compared with 80% for both proposal types in 2025. However, passage rates notably declined, from 75% to 68% for declassification proposals and from 70% to 57% for supermajority-elimination proposals. The lower passage rates appear to reflect stringent charter or bylaw amendment thresholds rather than declining shareholder support. Many such amendments require approval by a supermajority of outstanding shares, and in each of 2025 and 2026, only one proposal to eliminate a supermajority vote requirement failed to receive support from a majority of outstanding shares.

DExit reincorporation proposals

Nevada and Texas remained the primary destinations for companies seeking to leave Delaware, with Texas emerging as the top destination in 2026. Nevada attracted four Delaware exit (DExit) proposals in 2024 and eight in 2025, but only three in 2026, while Texas increased from one proposal in 2024 and none in 2025 to 10 in 2026.

Notably, nearly 70% of the 26 companies that have sought shareholder approval to reincorporate from Delaware to Nevada or Texas since 2024 had a controlling shareholder or a significant insider voting bloc. This trend is consistent with the role that controlling shareholder concerns have played in driving the broader DExit movement.

Although 88% of DExit proposals have passed, this high success rate appears to reflect concentrated insider ownership at many of the companies pursuing these reincorporations rather than broad investor support. Assuming insiders voted all of their shares in favor, estimated noninsider support averaged 43% across all DExit proposals, including 30% at controlled companies and 55% at noncontrolled companies. This disparity suggests that institutional investors are generally more skeptical of DExit proposals at controlled companies.

Support from the Big Three – BlackRock, Vanguard and State Street – for DExit proposals has also been limited. While all three firms supported Tesla’s 2024 move to Texas, among Nevada reincorporation proposals in 2024 and 2025, BlackRock, Vanguard and State Street supported only 25%, 17% and 0%, respectively. Voting data for institutional investors on 2026 reincorporation proposals will become available in September 2026.

Officer exculpation proposals

Among Delaware-incorporated Russell 3000 companies, officer exculpation proposals continued to decline in prevalence following the initial wave of proposals after Delaware authorized officer exculpation in 2022. Proposal volume fell from 115 in 2025 to 53 in 2026, average support declined from 72% to 66% and the passage rate decreased from 93% to 87%. The decline occurred despite a modest increase in ISS support, as the percentage of proposals receiving favorable ISS recommendations rose from 84% in 2025 to 87% in 2026. Nevertheless, officer exculpation proposals continued to pass at a high rate.

Notes

The data presented in this alert are sourced from ISS Voting Analytics, as well as other databases, information publicized by shareholder proposal proponents and companies, and independent research, and focus exclusively on Russell 3000 companies.
For purposes of shareholder proposals discussed in this alert, “tech” includes core hardware, software and computing companies, as well as web-focused businesses in retail, transportation, business services and other industries, such as ride share, ecommerce and fintech companies, to approximate the commonly understood scope of the tech sector. Due to the volume of management proposals, discussion of management proposals in this alert involves a more restrictive definition of tech, focusing on companies classified under Global Industry Classification Standard (GICS) codes 4510 (Software & Services), 4520 (Technology Hardware & Equipment) and 4530 (Semiconductors & Semiconductor Equipment).
For purposes of all proposals discussed in this alert, “life sciences” refers to companies classified under GICS code 3520 (Pharmaceuticals, Biotechnology & Life Sciences).
For purposes of all proposals discussed in this alert, “recently public companies” refers to public companies that went public since 2016.

Europe's AI Act Gets Real

Mon, 31 Aug 2026 12:09:00 Z

Patrick Van Eecke, partner and co-chair of Cooley’s global cyber/data/privacy practice, was quoted in Axios about how Europe's landmark EU AI Act has entered its enforcement phase, calling it “a messy piece of legislation” and noting that users may now begin seeing the law’s impact through notices identifying AI-generated content.

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a16z Raises $1.1 Billion For The Machine Age Fund

Fri, 28 Aug 2026 17:10:00 Z

Boston – August 28, 2026 – Cooley represented Andreessen Horowitz (a16z), a venture capital firm that backs entrepreneurs building the future through technology, on its raise of $1.1 billion for the Machine Age Fund.

Lawyers Matthew Smith, Stephanie Gentile, Stacey Song, Charles Chen, Chris Bates, Jeewon Lee, Charu Singh, Mara Rosario, Heather Walsh, Meredith Ashlock and Kelly Zhao led the Cooley team advising a16z.

Core Scientific Secures $600 Million Senior Secured Credit Facilities

Thu, 27 Aug 2026 15:54:00 Z

Washington, DC – August 27, 2026 – Cooley advised Core Scientific (Nasdaq: CORZ), a leader in digital infrastructure for high-density colocation, on its $600 million of committed senior secured credit facilities, consisting of a $100 million revolving credit facility and $500 million letter of credit facility. Borrowings under the revolving credit facility will bear interest at either Adjusted Term Secured Overnight Financing Rate plus 1.75% or an alternate base rate plus 0.75%, at the Company’s election. Letters of credit issued under the letter of credit facility will carry an annual fee of 1.75% on outstanding amounts, as well as a 0.125% quarterly fronting fee.

Lawyers Michael Tollini, Adam Longenbach, Matthew Scarano, Winda Fung and Margaret Barreto led the Cooley team advising Core Scientific, with support from Timothy Shapiro and Calvin Lee.

Cooley previously advised Core Scientific on its up to $461 million acquisition of Polaris in May 2026, $3.3 billion senior secured notes offering in April 2026, $1 billion loan facility with Morgan Stanley and JPMorgan Chase Bank in March 2026, $625 million convertible senior notes in December 2024, $460 million convertible senior notes in August 2024 and merger with SPAC Power & Digital Infrastructure Acquisition Corp. in August 2021.

Cooley Enhances Capital Markets Practice in San Francisco

Thu, 27 Aug 2026 14:21:00 Z

San Francisco – August 27, 2026 – Cooley today announced that Julia White has joined the firm as a partner in its capital markets practice in San Francisco.

White’s arrival advances Cooley’s continued investment in its market-leading capital markets platform and adds further depth at the intersection of late-stage private companies, public companies and the investment banks that support them. She brings extensive experience advising technology, life sciences and medical technology companies on sophisticated corporate and securities matters, as well as representing underwriters and investors in public and private offerings.

“Julia is an important addition to our capital markets team and reflects our commitment to building where our clients and the market are headed,” said David Peinsipp, partner and co-chair of Cooley’s global capital markets practice group. “Her ability to advise innovative companies from the late-stage private markets through an IPO and life as a public company, together with her experience representing leading investment banks, strengthens the integrated support we provide across the full corporate life cycle.”

White advises emerging growth and public companies, investment banks and venture capital firms on initial public offerings (IPOs), follow-on and secondary offerings, convertible and senior note offerings, venture financings, mergers and acquisitions, and public company reporting and governance matters. In 2021, The American Lawyer recognized White as one of its Dealmakers of the Year for her work representing the underwriters in DoorDash’s IPO. She joins Cooley from Goodwin Procter.

“Cooley’s long-standing position at the center of the technology and healthcare ecosystems, combined with the strength and breadth of its capital markets team, creates a powerful platform for clients,” said White. “I am excited to join a collaborative group that understands the ambitions and challenges of innovative companies at every stage, and to help clients execute transformative transactions and succeed in the public markets.”

Cooley’s global capital markets practice is a leader in advising innovative companies and investment banks on complex equity and debt transactions – in particular, high-value IPOs, direct listings, follow-on offerings, convertible note offerings, special purpose acquisition companies (SPACs) and deSPAC mergers. Cooley advised on 180 deals globally in 2025, totaling more than $51.5 billion in deal volume. The firm has ranked #1 for issuer-side IPOs since 2016 (Deal Point Data, 2025) and has advised on more venture-backed IPOs than any other firm over the past 20+ years (IPO Vital Signs, 2025).

Are Founders Using Too Many SAFEs?

Wed, 26 Aug 2026 18:37:36 Z

Cooley partner Roy Moran was quoted in a WSJ Pro Venture Capital newsletter about simple agreement for future equity (SAFE) financings, analyzing how startups use SAFEs and what to be cautious of when issuing SAFEs.

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Cooley Advised Virtue AI on Acquisition by Fortinet

Wed, 26 Aug 2026 16:25:14 Z

Cooley advised Virtue AI, an innovator in AI runtime protection, automated AI validation, and security for autonomous AI systems, on its acquisition by Fortinet, the global cybersecurity leader driving the convergence of networking and security.

The transaction was announced publicly in this press release.

Kate Nichols, Erin Kirchner, Caitlin Courtney, and Cameron Gyorffy led the Cooley team advising Virtue AI.

Timothy Shapiro, Todd Gluth, Austin Holt, Ben Horwitz, Sam Thompson, Alice Wu, David Dalton, Jacob Lahana, Sam Dodson, and Breanna Qin provided invaluable support.

Cooley previously advised Virtue AI on its Series Seed and Series A financing rounds and most recently represented the company in its acqui-hire by Meta.

Law360’s Legal Lions of the Week

Wed, 26 Aug 2026 14:24:00 Z

Cooley lawyers Whitty Somvichian, Kristine Forderer, Bobby Earles, Christopher Andrews, Alex Cubaleski, Joyce Rodriguez-Luna and Elias Garcia were featured on Law360's Legal Lions of the Week list after Google defeated a class action alleging it reneged on its promise to offer free access to its business-productivity tools, formerly known as Google Apps.

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Chatbots in the Legal Spotlight

Wed, 26 Aug 2026 11:56:00 Z

Patrick Van Eecke, partner and co-chair of Cooley’s global cyber/data/privacy practice, was quoted in Property Week about how chatbots can create significant legal risks for property businesses, particularly under the EU Artificial Intelligence Act’s data protection and AI regulations, as companies may be responsible for how the technology collects and processes personal data. He emphasized that businesses should understand how their chatbots operate and establish appropriate safeguards and transparency measures rather than assuming liability rests with the technology provider.

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Emerald AI Raises $150 Million Series A at $1.05 Billion Valuation

Tue, 25 Aug 2026 18:44:00 Z

Chicago – August 25, 2026 – Cooley advised Energize Capital, a leading multi-strategy investment firm focused on digital solutions for the energy transition, as a co-lead investor in Emerald AI's oversubscribed $150 million Series A financing at a $1.05 billion valuation. The round was also led by DCVC and joined by a global group of leading financial and strategic investors.

Lawyers Greg Grossman, Briana Yesilli and Amna Naseem Shafi led the Cooley team advising Energize Capital

Law.com Names Cooley Among DC Legal Awards Finalists

Mon, 24 Aug 2026 16:47:00 Z

Washington, DC – August 24, 2026 – Cooley has been named a finalist in three categories for the 2026 DC Legal Awards, presented by Law.com and The National Law Journal.

The firm is a finalist for the Appellate Hot List and Litigation Department of the Year, Specialty: Intellectual Property. Cooley partner Elizabeth Prelogar also was named a finalist for Appellate Attorney of the Year.

Winners in the finalist categories will be announced at the D.C. Legal Awards ceremony on October 20 at The Mayflower Hotel in Washington, DC.

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Big Pharma Is Hooked on Chinese Licensing Deals

Mon, 24 Aug 2026 12:15:35 Z

Yiming Liu, partner in charge of Cooley’s Shanghai office, was quoted in a Bloomberg article about the increase in licensing deals between US and Chinese biotech companies. He noted that the regulatory uncertainties may accelerate deal negotiations in some cases.

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Senators Press FINRA on ACATS Fraud: What Broker-Dealers Should Do Now

Mon, 24 Aug 2026 07:00:00 Z

On August 20, 2026, US Senators Ron Wyden and Elizabeth Warren sent a letter to FINRA President and CEO Robert W. Cook urging immediate regulatory action on fraud involving the Automated Customer Account Transfer Service (ACATS), the system used to move customer securities and cash between brokerage firms. The letter was also sent to Securities and Exchange Commission (SEC) Chairman Paul Atkins and Depository Trust & Clearing Corporation (DTCC) President and CEO Frank La Salla, underscoring that congressional concern extends beyond FINRA’s direct regulatory perimeter. The letter identifies specific ACATS security gaps, names individual firms based on their current protections and calls for new rules on customer notification, transfer locks, transaction authentication and phishing-resistant multifactor authentication (MFA). FINRA must respond by September 17, 2026.

Although directed at FINRA rulemaking rather than any single firm, the letter signals where regulatory and reputational scrutiny is heading. Broker-dealers and other financial institutions handling ACATS transfers should assess their transfer-security controls, authentication practices and customer communications now rather than wait for a final rule.

The vulnerability

Administered by the US National Securities Clearing Corporation and governed by FINRA Rule 11870, ACATS gives an outgoing firm only one business day to validate or object to a transfer request and, if validated, three business days to complete it. The letter explains that this speed – designed to stop firms from obstructing customers who want to leave a brokerage firm – has created a gap: The outgoing firm does not need to notify or authenticate the actual account holder before a transfer proceeds. Fraudsters have exploited this gap by opening fraudulent accounts elsewhere using stolen information and pulling the victim’s assets before the victim knows a transfer occurred. Wyden and Warren’s letter cites an October 2025 New York Times investigation reporting on incidents at firms including Vanguard and Merrill.

Compounding the problem, the letter claims many firms do not reliably notify customers when a transfer is initiated. FINRA’s Regulatory Notice 23-06, published in 2023, recommended but did not require such notification. The letter states that certain firms currently give no notice at all, eliminating the window customers would otherwise have to stop a fraudulent transfer.

Firm-by-firm findings

The letter reports firm-by-firm findings across multiple controls, including self-managed transfer-block features and support for phishing-resistant MFA, based on a review conducted by the senators’ offices and direct outreach to major brokerages. The findings show substantial variation across the industry, with some firms offering robust, customer-controlled protections and others offering little or none.

Firms named in the letter should expect this level of public, comparative detail to be referenced in follow-on inquiries, press coverage or state regulatory attention, independent of what FINRA ultimately does with the rulemaking request.

What the letter asks FINRA to do

The letter’s near-term request is to codify Regulatory Notice 23-06 into a binding rule requiring transfer notifications and a self-managed, opt-in transfer lock. Longer term, the request is to require verified outgoing-holder confirmation via a dual-track framework, plus mandatory phishing-resistant MFA (passkeys), citing NIST SP 800-63 and 800-53, OMB M-22-09, and Japan’s recent passkey mandate as a model.

Why it matters

Congressional letters of this kind do not themselves create binding legal obligations, and FINRA is not required to adopt any of the specific proposals described above. However, the letter is a meaningful signal for several reasons:

It follows FINRA’s own 2023 guidance identifying transfer notification as an “effective practice,” meaning FINRA has already laid analytical groundwork that could support converting guidance into a rule.

It references federal cybersecurity authentication standards (NIST SP 800-63 and 800-53, OMB M-22-09) that already exist and could be invoked in examinations, enforcement referrals or private litigation irrespective of a new FINRA rule.

It creates a public record, firm by firm, of which institutions do and do not currently offer self-managed transfer locks and phishing-resistant MFA, which could be used by regulators or plaintiffs’ counsel regardless of the rulemaking outcome.

It highlights account-takeover and new-account fraud typologies that intersect with existing broker-dealer regulatory obligations, including Regulation S-P safeguarding requirements, SEC and FINRA Identity Theft Red Flags obligations under Regulation S-ID, FINRA Rules 3110 and 3120 supervisory obligations, and state data breach notification and safeguards laws that may be triggered if customer accounts are compromised.

Recommended actions

We recommend that broker-dealers and other financial institutions handling ACATS transfers take the following steps:

Inventory ACATS transfer-lock controls and assess moving to a self-managed, customer-controlled model. Firms should evaluate whether they can deploy a comparable feature before any FINRA mandate.

Confirm whether outbound transfer requests trigger customer notification, and if they do not, consider implementing a notification protocol.

Benchmark MFA offerings against phishing-resistant standards (NIST SP 800-63 and 800-53, OMB M-22-09), with particular attention to passkey deployment.

Review fraud-monitoring and escalation procedures for the account-opening/ACATS-pull typology described in Wyden and Warren’s letter.

Prepare for possible interest from regulators, plaintiffs’ counsel and the media, including SEC examination inquiries, state attorney general and state securities regulator inquiries, and update board/risk-committee reporting as needed.

Monitor FINRA’s response, due September 17, 2026, and any resulting notice-and-comment rulemaking.

How we can help

Our cyber/data/privacy practice advises broker-dealers, banks, investment management firms and other financial institutions on FINRA and SEC cybersecurity and authentication obligations, incident response, and regulatory engagement. We can help benchmark your current controls against the protections highlighted in the letter, prepare for examination inquiries and, if useful, submit comments in any resulting FINRA rulemaking.

FTC Court Win Blocks Henkel’s Acquisition of Liquid Nails

Fri, 21 Aug 2026 18:48:40 Z

On August 17, 2026, the Federal Trade Commission (FTC) announced it had secured a win in court to block the merger of two of the largest construction adhesive brands. The ruling is a significant triumph for the FTC and a useful data point for dealmakers evaluating how the agency is litigating – and where it is choosing to litigate – merger challenges under Chairman Andrew Ferguson.

On August 14, 2026, the US District Court for the Southern District of New York granted the FTC’s request for a permanent injunction to block Henkel’s proposed $725 million acquisition of Liquid Nails from private equity firm American Industrial Partners. Henkel is the manufacturer of the industry-leading Loctite brand of construction adhesives. In December 2025, the FTC sued to block Henkel’s proposed acquisition of Liquid Nails, Loctite’s chief rival in the construction adhesives market, alleging that combining the two brands would eliminate significant head-to-head competition and lead to higher prices, lower quality and reduced innovation for a product widely used in home building and maintenance.

After a seven-day trial, the district court sided with the FTC and issued a permanent injunction blocking the deal outright, rather than referring the matter back to the agency’s administrative process. Announcing the result, FTC Bureau of Competition Director Daniel Guarnera framed the case as a straightforward horizontal competition problem: “Anyone who looked at the construction adhesives shelves of a hardware store or home improvement retailer could see that a merger between Loctite and Liquid Nails would be a bad deal for Americans.” He added that the decision “will ensure that Americans benefit from continued competition between Loctite and Liquid Nails, including lower prices and higher quality.”

Beyond the substantive result, the agency was explicit that it views this case as validating a procedural shift, describing the win as marking “the Commission’s new approach to seeking permanent injunctions to block anticompetitive mergers without the need to continue cases in administrative proceedings,” or litigating merger challenges to a final, binding result in federal district court rather than pursuing a preliminary injunction in federal court while the underlying merits proceed in the FTC’s own administrative tribunal.

The Loctite/Liquid Nails result, along with public comments from Ferguson that the agency should bring its merger challenges directly in federal court rather than through the FTC’s in-house administrative process, signals a departure from the agency’s traditional two-track model. Taken together with the outcome in this case, the FTC seems to be making an intentional choice: Rather than seeking a preliminary injunction to preserve the status quo while an administrative case proceeds on a separate track, the agency litigated this matter through trial in district court to a final, appealable injunction.

Why this matters

For parties contemplating mergers that raise potential horizontal overlap concerns, several practical takeaways emerge:

Prepare for federal court, not the FTC’s administrative docket. If the agency is committed to litigating merger challenges to final judgment in federal district court, merging parties should plan for full-blown federal litigation – including trial – as the primary (not merely preliminary) battleground, including the associated discovery burden, timeline and evidentiary standards that this entails.
Building materials and other consumer-facing input markets remain a priority. The agency’s public messaging ties this enforcement action to housing affordability and cost-of-living themes, signaling continued scrutiny of consolidation in building products and other markets seen as directly affecting household costs.
Brand concentration arguments retain force. The FTC’s theory here rested on eliminating direct competition between two well-known, closely positioned brands within the same category – a straightforward horizontal theory that remains a core enforcement priority regardless of procedural reforms.

Cooley Advised Ambros Therapeutics on $550 Million Merger With Werewolf Therapeutics, Concurrent $150 Million Private Financing

Fri, 21 Aug 2026 15:08:04 Z

Cooley advised Ambros Therapeutics, a clinical-stage biotechnology company focused on the development of innovative and transformative medicines for diseases with high unmet medical need, on its definitive merger agreement with Werewolf Therapeutics for approximately $550 million. Upon completion of the merger, the combined company will operate as Ambros Therapeutics, headquartered in San Diego, California, and is expected to trade under the Nasdaq ticker symbol “AMBX”.

In connection with the transaction, Cooley also advised Ambros Therapeutics on a concurrent private financing of $150 million from a syndicate of leading healthcare-dedicated investors co-led by RA Capital Management and Janus Henderson Investors.

The transaction was announced publicly in this press release.

William Sorabella, Rita Sobral, Jason Kent, Sydney Sawyier, Kristin VanderPas, Peter Haddad, Joe Sandys, and Arda Tekin led the Cooley team advising Ambros Therapeutics.

Cooley previously advised Ambros Therapeutics on its $125 million Series A financing in 2025.

As Neurotech Goes Mainstream States Move to Regulate It at Work

Fri, 21 Aug 2026 12:24:30 Z

Cooley partner Kristen Mathews was quoted in a Bloomberg Law article about the growing field of neurotechnology and its anticipated introduction into US workplaces in the near future.

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Top US Law Firms Hit by Backlash Over ‘Crazy’ Hiring of First-Year Students

Fri, 21 Aug 2026 12:03:12 Z

Rachel Proffitt, Cooley partner and CEO, was quoted in a Financial Times article about Cooley’s recruitment approach for law school students, noting that half of Cooley’s graduate roles are open for third-year students. She noted the slower timeline gives students more time to explore their options and firms greater flexibility to assess hiring needs as AI reshapes junior lawyers’ work and training.

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Managing IP Recognizes Cooley in 2026 IP Stars

Thu, 20 Aug 2026 14:10:00 Z

New York – August 20, 2026 – Cooley earned seven nationwide practice rankings in Managing IP’s IP Stars 2026, including a Tier 1 ranking for IP transactions, while 16 lawyers received individual recognition in their perspective areas.

The annual IP Stars guide recognizes leading firms and practitioners across intellectual property law. Cooley’s 2026 US national practice rankings are:

Firm rankings

IP transactions – Tier 1
Life sciences IP – Tier 2
Patent prosecution – Tier 2
PTAB litigation – Tier 2
Trademark disputes – Tier 2
Patent disputes – Tier 3
Trademark prosecution – Other Notable Firms

The rankings follow Cooley’s three Managing IP Americas Awards in April, including Firm of the Year – Trademark Disputes (West), and reflect the breadth of the firm’s IP capabilities across transactions, patent prosecution and disputes, PTAB litigation, life sciences IP and trademark matters.

Callosum Announces $100 Million Seed to Redefine How Humanity Computes

Thu, 20 Aug 2026 12:40:00 Z

London – August 20, 2026 – Cooley advised Callosum, an Intelligent Systems Company building the infrastructure for the next-generation of artificial intelligence (AI), on its $100 million Seed round to redefine how humanity computes for AI’s next chapter.

The round was led by Atomico, with significant participation from Plural, DCVC and the UK Sovereign AI Fund, alongside other world-class investors and angels.

Lawyers Ali Ramadan, Kristy Hart and Sonja Jounus led the Cooley team advising Callosum.

Biotech IPO Window Widens as M&A Fuels 2026 Revival

Thu, 20 Aug 2026 12:30:38 Z

Charlie Kim, partner and co-chair of Cooley’s global capital markets practice group, was quoted in a Mergermarket article about the current increase in biotechnology initial public offerings (IPOs), explaining that the pipeline has strengthened as biotechnology companies continued advancing their science during the market downturn. He also noted that M&A remains a significant consideration for prospective issuers, while reverse mergers and de-SPACs offer alternative paths to the public markets. Kim also described the biotech market as increasingly “borderless,” with companies weighing US and international listing venues.

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Data Center Backlash Fogs Finance Picture For New Projects

Wed, 19 Aug 2026 12:12:00 Z

Mona Dajani, partner and co-chair of Cooley’s infrastructure, real estate and energy practice, was quoted in a Law360 article on how the growing backlash against data centers is increasing project risk, prompting lenders to be more cautious about financing projects, require sponsors to take on more risk, and focus closely on how potential project delays are handled.

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Cooley Advised Lynk Global on Merger with Omnispace, Concurrent Investments and Partnerships with SES and Nelco

Tue, 18 Aug 2026 20:48:14 Z

Cooley advised Lynk Global on its merger with Omnispace and the formation of Elveo Mobile, the newly combined company that delivers mobile connectivity and elevated intelligence for a planet on the move.

In connection with the transaction, Cooley also advised Elveo Mobile on two concurrent strategic investments and collaborations from SES, a global leader in space solutions, and Nelco, a Tata Group company and one of India’s leading satellite communication service providers.

The transaction was announced publicly in this press release.

Brooke Nussbaum, Mike Lincoln, Kevin Cooper, Eileen Marshall, Dillon Martinson, Nyron Persaud, Tony Lin, Megan Browdie, Stella Sarma, and Robert McDowell led the Cooley team advising Lynk Global.

Lila Inman, Nathan Baum, Elaine Huang, Adam Marks, Henry Wendel, Nicollette Kirby, Patrick Sharma, Megan Drill, Shelby Saunders, and Katie Retzbach provided invaluable support.

Cooley Partners Recognized on Crain’s Chicago Business Notable Leaders List

Tue, 18 Aug 2026 20:30:31 Z

Crain’s Chicago Business named Cooley partners Christina Roupas and Laurie Bauer to its 2026 Notable Leaders in Accounting, Consulting and Law list, which recognizes executives with at least 10 years of experience across a range of industries making a difference in the Chicago community.

Roupas, partner in charge and co-founder of Cooley’s Chicago office and head of the Midwest capital markets practice, was recognized for advising private and public companies on securities offerings and complex transactions.

Bauer, co-founder and co-head of the Chicago corporate group, was highlighted for advising growth-stage companies on venture capital financings, M&A exits, securities offerings and venture capital firm investments.

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Cooley’s Business Czar Navigates AI Deals ‘Unmoored’ to Numbers

Tue, 18 Aug 2026 18:06:00 Z

Peter Werner, Cooley partner, chair of the firm’s global business department and co-chair of the firm’s global emerging companies and venture capital practice group, was featured in a Bloomberg Law article discussing how fast-moving AI deals are reshaping M&A, with buyers increasingly valuing talent and technology over traditional financial metrics and using creative structures such as licensing agreements and earnouts to manage risk. Werner also cautioned that licensing structures may not necessarily avoid antitrust scrutiny for significant transactions. Cooley was mentioned for ranking 10th among legal advisors by M&A deal volume in H1 2026, and noted for working on key AI deals including Confluent's $11 billion acquisition by IBM in December 2025, io Products on its $6.5 billion acquisition by OpenAI in May 2025, Menlo Ventures' $3 billion in new capital to back AI companies in June 2026 and General Catalyst in Anthropic’s $30 million Series G financing in February 2026.

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Slate Medicines to Merge With Fulcrum Therapeutics

Tue, 18 Aug 2026 15:30:00 Z

Cooley advised Slate Medicines, a biotechnology company developing next-generation therapeutics for the treatment of migraine, on its definitive agreement to combine with Fulcrum Therapeutics, a clinical-stage biopharmaceutical company, in an all-stock reverse merger transaction. Upon completion of the merger, the combined company intends to operate under the name Slate Medicines, Inc. and is expected to trade on Nasdaq under the ticker symbol "SLTE."

In connection with the transaction, Cooley also advised Slate on an oversubscribed concurrent private placement financing of $245 million.

The transaction was announced publicly in the following press release, which can be viewed here.

Mike Nelson, Eric Blanchard, Miguel Vega, Madison Jones, Lindsey O’Crump Crow and Raphael Davidian led the Cooley team advising Slate Medicines.

Kurtis Zinger, Paul Alexander, Raquel Zepeda, Allison Kimball, Zach Polen, John DelMastro and numerous specialists rounded out the Cooley team and provided invaluable support.

Cooley previously advised Slate Medicines on its $130 million Series A financing in 2026.

Cooley Lawyers Recognized as 2026 BTI Client Service All-Stars

Mon, 17 Aug 2026 19:55:00 Z

Five Cooley lawyers have been named to BTI Consulting Group's 2026 Client Service All-Stars list, which recognizes attorneys identified by corporate counsel for delivering the best levels of client service.

Cooley lawyers Ben Beerle, Matthew Brigham, Claire Gibbs, John-Paul Motley and David Peinsipp were recognized among this year's Client Service All-Stars. Collectively, they advise clients on a wide range of matters, including mergers and acquisitions, intellectual property litigation, cyber/data/privacy, capital markets, and private companies.

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Q2 2026 Venture Financing Report – Record $85.7 Billion Invested; Up Rounds Remain Strong

Mon, 17 Aug 2026 19:41:25 Z

Cooley handled 166 reported venture capital financings in Q2 2026, representing $85.7 billion of invested capital, driven by a large late-stage tech deal. Compared to Q1 2026, deal volume declined for Series Seed, Series B, Series D and later rounds, while Series A and Series C rounds increased. Overall invested capital more than doubled from Q1 2026, reaching the highest level recorded in the history of this report (since 2014), with invested capital rising across all stages.

Median pre-money valuations increased for Series Seed and Series B rounds but decreased for Series A, Series C, Series D and later rounds. Series B rounds showed the greatest increase, with the median pre-money valuation rising from $152.5 million in Q1 to $185.2 million in Q2. Series D and later rounds showed the greatest decrease, with the median pre-money valuation dropping from $2.4 billion in Q1 to $600 million in Q2. The percentage of deals with pre-money valuations above $100 million (across all stages) remained elevated, increasing from 41% in Q1 to 48% in Q2.

Up rounds decreased to 83.6% of deals, while flat rounds and down rounds increased to 4.3% and 12.1%, respectively. By comparison, Q1 saw 86.6% up rounds, 2.5% flat rounds and 10.9% down rounds.

Recapitalizations increased from 1.75% in Q1 to 1.81% in Q2, while the percentage of deals with pay-to-play provisions increased from 7% to 8.4%.

Liquidation preference structures remained favorable to companies, with 95.8% of deals having a “1x” liquidation preference, and 96.4% of deals having nonparticipating preferred stock. Redemption provisions decreased from 6.4% in Q1 to 5.4% in Q2, and accruing dividends increased from 2.3% in Q1 to 3% in Q2.

In PitchBook’s Q1 2026 Global League Tables, Cooley was ranked the #1 law firm in the US and globally for representing companies raising venture capital, a ranking the firm has held for more than six consecutive years. PitchBook also ranked Cooley #1 for deals overall in the US and globally based on company representation across venture capital financings, IPOs, M&A and private equity transactions.

Additionally, LSEG’s Global Venture Capital Review for Q1 2026 named Cooley the #1 firm for representing companies raising venture capital based on deal count. LSEG also named Cooley the #1 law firm for venture capital firm representations based on overall deal count and overall deal value.

Spotlight on technology

Tech company venture financing deal volume increased slightly, from 94 deals in Q1 to 95 deals in Q2. Invested capital doubled from $36.7 billion in Q1 to $73.9 billion in Q2. This increase in invested capital was primarily driven by one large late-stage tech deal that closed this quarter. The median reported deal size of venture financings for tech companies increased, from $18.5 million in Q1 to $30.5 million in Q2.

Spotlight on life sciences

Life sciences deal activity declined in Q2, with 27 reported deals and $1.1 billion of invested capital, compared to 32 reported deals and $1.8 billion of invested capital in Q1. Median reported deal sizes of venture financings for life sciences companies increased in Q2 to $25 million, compared to $22.2 million in Q1. The percentage of life sciences company venture financings structured in tranches increased from 28.1% of reported deals in Q1 to 29.6% of reported deals in Q2.

Redx Pharma to Be Acquired by Skye Bioscience, Concurrent $125 Million in Financings

Mon, 17 Aug 2026 17:45:11 Z

Cooley advised Redx Pharma, a U.K. based, privately-held clinical-stage biotechnology company focused on developing novel, small molecule, targeted medicines for fibrotic disease, on its agreement to be acquired by Skye Bioscience, a clinical-stage biotechnology company. Upon completion of the transaction in accordance with the Transaction Agreement, the combined company will be led by Redx’s current management team and board of directors, plans to operate under the name Fibrx Therapeutics, Inc. (“Fibrx”), and trade on Nasdaq.

In connection with the transaction, Cooley also advised Redx Pharma on concurrent aggregate financings of approximately $125 million committed by a syndicate of new and existing leading healthcare institutional investors.

The transaction was announced publicly in the following press release, which can be viewed here.

Rita Sobral, Russell Anderson, Claire Keast-Butler, Tom Goodman, Mark Jones, Ryan Genkin, Wouter Deelersnyder, Arthur Courroy and Philip Whitehead led the Cooley team advising Redx Pharma.

Bilal Ahmadzai, Susan Choy, David Wilson, Eerik Kukebal, Michael Bergmann, Jack Jones, Eileen Marshall, Sharon Davidov, Joe Sandys, Chris Lynn, Nicola Squire, Lyndsey Kruzer, Alexandra Paterson, Mark Ballantyne and Courtney Thorne provided invaluable support.

Cooley Earns Top Marks Across PitchBook Q2, LSEG H1 2026 Rankings

Mon, 17 Aug 2026 12:40:00 Z

Palo Alto – August 17, 2026 – Continuing to demonstrate its leadership across the global venture capital ecosystem, Cooley earned top rankings in PitchBook’s Q2 2026 Global League Tables and LSEG’s first-half 2026 Global Private Equity & Venture Capital Review.

PitchBook again named Cooley the #1 law firm in the US and globally for representing companies raising venture capital, continuing a streak of more than six years atop the rankings. In addition, Cooley maintained its #1 ranking globally and in the US for company representations across deals overall, combining venture capital financings, initial public offerings (IPOs), M&A and private equity transactions. The firm also earned the #1 ranking for exits.

LSEG’s H1 2026 Global Private Equity & Venture Capital Review further underscored Cooley’s strength on both sides of the venture ecosystem. The firm ranked #1 both for representing companies in venture capital financings by deal count and for representing venture capital firms by both deal count and round value.

Cooley’s PitchBook results also demonstrated the breadth of its industry leadership, with #1 rankings across six sectors. The firm maintained #1 rankings in pharmaceuticals & biotech and consumer goods & services, rose to #1 in commercial products & services and healthcare devices & supplies, and also ranked #1 in IT hardware and media.

Cooley continued to earn top rankings across key global markets, including a #1 ranking in the UK & Ireland, maintaining its Q1 position.

Cooley is the go-to advisor for innovators and disruptors, helping to turn great ideas into great companies. It is one of the most active firms globally in advising on early- and late-stage financings, IPOs and M&A, combining its multidisciplinary platform with efficient, tech-enabled resources designed to provide clients with premium counsel through each stage as they scale.

Cooley is deeply connected in the venture ecosystem, working with startups, boards, management teams and investors to support more than 7,000 high-growth private companies reshaping the global economy. The firm’s distinctive approach to client relationships, proactive problem-solving and team collaboration ensures clients have a legal partner to take their business to the next level.

Hallmarks of Cooley’s commitment to innovation include:

Cooley GO – a platform offering easy-to-navigate resources and document generators to help startups grow their businesses.

IPO GO – an interactive resource designed specifically for executives, legal teams and finance professionals preparing to go public.

Cooley Protect – a resource providing companies the information they need to make informed decisions about patent protection and strategy.

Google Secures Summary Judgment in Apps Class Action

Mon, 17 Aug 2026 12:33:00 Z

San Francisco – August 17, 2026 – Cooley secured a summary judgment win for its client Google in a class action pending since 2022. The case involved a certified class of users who alleged that Google breached certain terms of use when it discontinued the free version of Google Apps in 2022 after providing it to certain users since 2006.

At summary judgment, Judge P. Casey Pitts of the US District Court for the Northern District of California found that the contract permitted Google to terminate the free version of Google Apps, and that it was not unfair for Google to do so under California’s Unfair Competition Law. He entered summary judgment for Google on all claims and on a classwide basis.

Although the court certified a nationwide class in June 2025, at summary judgment, the court adopted Google’s interpretation of the agreements in full. It held that the contractual promise to provide the free version of Google Apps was subject to an express right to terminate the provision of the software to any user “at any time and for any reason.” Because the contracts expressly authorized Google to discontinue the service, the court granted summary judgment on the breach-of-contract claim.

The court then found that the plaintiff’s California Unfair Competition Law claim fell with the contract claim. The court held that Google’s conduct could not be characterized as “unfair” when the parties’ contracts expressly authorized it. The court separately found that the named plaintiff lacked standing to pursue a theory based on alleged misrepresentations because he had not shown that he relied on any of Google’s prior statements outside of the contract.

The Cooley team was led by partners Whitty Somvichian, Kristine Forderer, Bobby Earles and Chris Andrews, along with associates Alex Cubaleski, Joyce Rodriguez-Luna and Elias Garcia.

Read the order.

The case is Rabin v. Google LLC (US District Court for the Northern District of California, No. 5:22-cv-04547-PCP).

Rising Star: Cooley's Robert Jacques

Mon, 17 Aug 2026 12:12:23 Z

Cooley special counsel Robert Jacques was recognized by Law360 as an insurance attorney rising star. In his profile, Jacques discusses the biggest case he's worked on, why he's an insurance attorney, his motivations, proudest moments and how he sees cyber insurance changing in the years ahead.

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Law360’s annual Rising Stars list recognizes attorneys under 40 whose legal accomplishments belie their age.

Floating Point Announces $125 Million Fund III

Mon, 17 Aug 2026 12:11:00 Z

San Francisco – August 17, 2026 – Cooley advised Floating Point, an early stage venture capital firm investing in complex sectors, on its third fund with $125 million in new capital, closing above its fundraising target and bringing total assets under management to more than $300 million.

The fund is backed by leading institutional investment firms, endowments and foundations, funds of funds, and the founders and chairmen of major hedge funds and private equity firms.

Lawyers Jordan Silber, Roy Moran, Sam Faure Vincent and Alexander Fullman led the Cooley team advising Floating Point.

Cooley previously advised Floating Point on all of its fund formation and deal work.

Cooley Named Among Finalists for Four Major Awards by The American Lawyer

Mon, 17 Aug 2026 11:58:00 Z

New York – August 17, 2026 – Cooley was named a finalist for four major awards by The American Lawyer in its Industry Awards series, which honors the outstanding achievements and contributions made by individuals, law firms and legal departments across various practice areas and services.

Cooley was shortlisted in two practice and two individual categories:

Best Corporate Practice: Health Care/Pharmaceutical
Best Corporate Practice: Tech/Telecom
Best Law Firm Corporate Lawyers of the Year: Capital and Solutions – Matthew Smith
Best Law Firm Corporate Lawyers of the Year: M&A and Private Equity – Jamie Leigh

Winners will be announced at The American Lawyer’s annual awards gala in New York on November 12.

View the full shortlist (subscription required)

FEOC Regulations Reshape US BESS Financing as Compliance Becomes Capital Allocation Issue

Mon, 17 Aug 2026 11:57:00 Z

Mona Dajani, partner and co-chair of Cooley’s infrastructure, real estate and energy practice, was quoted in Energy-Storage.news about how the Foreign Entity of Concern (FEOC) regulations shift battery energy storage system (BESS) compliance issues into capital allocation issues. She notes that developers are responding by diversifying supply chains, restructuring ownership and strengthening contractual protections to ensure projects remain financeable throughout their life cycle.

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Silence Therapeutics Announces Closing of Upsized $201.3 Million Underwritten Public Offering

Fri, 14 Aug 2026 18:28:00 Z

London – August 14, 2026 – Cooley advised Silence Therapeutics (Nasdaq: SLN), a global clinical-stage biotechnology company developing novel short interfering RNA therapies, on its upsized $201.3 million underwritten public offering of American Depositary Shares (ADSs). Silence issued and sold 14,907,407 ADSs, each representing three ordinary shares of £0.05 each in the capital of the company, at a public offering price of $13.50 per ADS, which includes which includes the exercise in full by the underwriters of their option to purchase up to an additional 1,944,444 ADSs at the public offering price.

Lawyers Courtney Thorne, Claire Keast-Butler, Div Gupta, Denny Xu, Philip Whitehead and Margaux Wishart led the Cooley team advising Silence.

BlackSea Technologies to Be Acquired by AEVEX for $650 Million

Thu, 13 Aug 2026 15:43:23 Z

Cooley advised BlackSea Technologies, a Razor’s Edge portfolio company and one of the largest providers of unmanned surface and subsea vessels in the U.S. defense market, on its agreement to be acquired by AEVEX, a leading U.S. defense technology company specializing in autonomous systems, AI enabled mission software, and advanced ISR and electronic warfare solutions. Under the terms of the agreement, AEVEX will acquire BlackSea for $650 million, consisting of approximately $250 million in cash and approximately $350 million in shares of Class A common stock of AEVEX priced at $27.50/share. The transaction also includes $50 million in performance based earnout consideration.

The transaction was announced publicly in the following press release, which can be viewed here.

Andrew Lustig, Aaron Binstock, Kaycie Benesch-Rupp, Nick Kenyon, Sydney Sachs, Elise Robinson and Camille Awono led the Cooley team advising BlackSea Technologies.

Kimberly Nguyen, Bomin Kim, Helenanne Connolly, Virat Gupta, Nyron J. Persaud, Paula M. Fleckenstein, Breanna Qin, Christopher Kimball, Kevin King, Emily A. Mok, David Fletcher, Erin Murray Estevez, Michelle Schulman, Eileen Marshall, Amanda B. Pacheco, Megan Browdie, Julia Brinton, Jennifer C. Ok, Darren DeStefano, Robert Jacques, Loraine Torres, Brandon Lefebvre, Addison F. Pierce, and Yoni Horn provided invaluable support.

Cooley has advised Razor’s Edge for over 15 years and advised BlackSea Technologies on the original platform acquisition of Maritime Applied Physics Corporation and the subsequent add-on acquisitions of The Hard Yards, Lakenheath Electronics Design, and Blue Tide Marine.

Litigator of the (Past) Week Runners-Up

Thu, 13 Aug 2026 12:58:58 Z

A Cooley team earned a runner-up spot on The American Lawyer’s Litigator of the (Past) Week Runners-Up list for representing the sellers of payment processing software and services company SwervePay. Chancellor Kathaleen St. J. McCormick found that the buyers fraudulently induced the sellers into the deal by misrepresenting their payments volume and awarded approximately $120 million in damages, reflecting what the sellers would have received had the misrepresented payments volume been true.

The Cooley team was led by Orion Armon, Luke Cadigan, Noah Pittard, Tim Cook, Katelyn Kang, Keegan Trofatter, Mikhaila Fogel and Celene Chen.

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MapLight Therapeutics Announces $150 Million Private Placement

Thu, 13 Aug 2026 12:12:00 Z

Reston – August 13, 2026 – Cooley advised MapLight Therapeutics (Nasdaq: MPLT), a clinical-stage biopharmaceutical company focused on improving the lives of patients suffering from debilitating central nervous system disorders, on its approximately $150 million private placement financing. MapLight issued an aggregate of 9,197,887 shares of its common stock, priced at $11.38 per share and pre-funded warrants to purchase up to an aggregate of 3,983,168 shares of common stock at a purchase price of $11.3799 per pre-funded warrant.

Lawyers Christian Plaza, Mark Ballantyne, David Brinton and Heather McShea led the Cooley team advising MapLight.

Cooley has worked with MapLight since its inception and previously advised the company on its $258.9 million initial public offering and concurrent private placement of shares in October 2025, oversubscribed $372.5 million Series D in July 2025 and oversubscribed $225 million Series C in November 2023.

Law360’s Legal Lions of the Week

Thu, 13 Aug 2026 12:03:33 Z

Cooley lawyers Orion Armon, Luke Cadigan, Timothy Cook, Katelyn Kang and Matt Martinez were featured on Law360’s Legal Lions of the Week list after the Delaware Chancery Court awarded more than $120 million to sellers of former e-payment facilitator SwervePay who claimed buyers duped them into a merger by overstating payment volumes by the tens of billions.

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FCC Closes Loophole for Embedded Components, Online Marketplaces

Wed, 12 Aug 2026 19:22:04 Z

Cooley special counsel Christy Burrow was quoted in a Foreign Investment Watch article examining the Federal Communications Commission (FCC)'s expansion of its communications supply chain security framework, to target pathways through which potentially risky technology can enter the US market. Burrow noted that as consumer electronics sales have increasingly shifted online, the FCC significantly expanded the scope of its marketing rules to strengthen consumer protection.

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AI Tests Lawyers’ Will to Keep Training the Models in Our Minds

Wed, 12 Aug 2026 19:22:00 Z

David Wang, Cooley’s chief innovation officer, authored the below article for Bloomberg Law’s Professional Perspectives.

The Bottom Line

AI has made producing legal work almost frictionless, but it remains up to lawyers to understand and stand behind that work.
Lawyers and other professionals must choose every day to train the “models” in their heads and resist cognitively surrendering to AI.
Lawyers don’t have to accept that the good and the bad of AI is a packaged deal — they can benefit from its strengths while still developing the knowledge to explain its output and identify its weaknesses.

Whether it is a resume, an article, or a contract, we have all encountered the phenomenon known as “AI slop.”

It has a recognizable texture: grammatically perfect, structurally turgid, and intellectually orphaned. The person who produced it may not understand or agree with every sentence. Sometimes, they haven’t even read it.

Consider the associate who circulates a clean diligence summary that mischaracterizes a change-of-control clause. Or the in-house lawyer who forwards an AI-generated regulatory overview that omits the one jurisdiction that matters. The finished product creates negative value. This is the worst-case scenario in the era of #sloplaw.

This is a problem with the AI model, right?

Actually, the most important model is the one in our heads. We have never had to pay attention to the model running in our human brains because there was no alternative before. AI offers us a machine that can help us learn, reason, and create at extraordinary speed. Like all powerful things, it offers tremendous temptation: In this case, the appearance of understanding without the work of understanding.

People have largely treated AI’s duality — the good and bad as a packaged deal. I reject that premise completely.

We can both capture the benefits and avoid the pitfalls of AI, but it will be a test of human will.

Production Isn’t Understanding

AI has collapsed the friction involved in producing words. It can draft the email, summarize the cases, and generate the contract without the need for a person to decide what any of it should say.

That is a genuine technological miracle. We have made rocks talk.

In a world where knowledge work is expressed in words, one could be fooled into thinking that the rocks are also doing the work. But it is called “knowledge work,” not “talking work,” for good reason.

As a foolish young man, I once thought that being a lawyer meant yelling “objection!” in a slick suit. As a slightly less foolish but far more arrogant law student, I thought I understood that it was knowing when one can yell “objection!” that was the key. It is only belatedly dawning on me now, in this AI moment, that it’s the act of standing behind one’s objection, in the representation of a real client, that distinguishes a lawyer from a perfect objection-yelling machine.

One can’t stand behind a thing one doesn’t understand. For most of history, production and understanding were intertwined. Drafting a complex document took long enough that a lawyer had to engage with its substance. Writing and revising created natural speed bumps: questions arose, assumptions were tested, and mistakes became visible. “Good writing is clear thinking,” the mantra goes.

Generative AI can now produce legal material without human understanding. For tasks that are ministerial, AI will be a boon to productivity. As long as it passes a spot check, the content doesn’t really matter. But for the work that we do, product without understanding isn’t productivity. Standing behind the thing is the actual point.

Reverse Distillation

I love telling people I’m training my own model. Living in Silicon Valley doing what I do, sometimes I get to push this joke pretty far: “500 trillion parameter model, totally proprietary.” The smartest victims get the joke first. “I’m actually distilling a mini version of this model” — he’s starting first grade in the fall.

Cognitive surrender occurs when a person uses AI not to extend thought, but to replace it. The tool produces a plausible answer, and the human accepts it without making the underlying knowledge their own. AI is efficient, comfortable, and corrosive. The intellectual equivalent of potato chips.

The alternative is the intellectual equivalent of getting up at 6 a.m. each morning to exercise: Train your own squishy, meat model using AI. I call it reverse distillation.

Consider a junior lawyer who receives an assignment they don’t fully understand. The easy path is to ask AI for the answer and forward it back, often resulting in complaints from supervising lawyers. “This is AI slop.”

In this scenario, the junior lawyer can’t answer basic questions about the assignment: What doctrines are embedded here? What assumptions are being made? What questions are implied? AI can surface all of this and teach it to the junior lawyer, but only if the lawyer asks it to. This isn’t “prompt engineering.” This is professional identity formation.

When the frontier foundation model providers complain about open-source model providers “distilling” their models as a competitive tactic, what they are complaining about is a model training technique that involves asking questions of the source “teacher” model to efficiently bring a “student” model up to the same intelligence. Funny enough, that’s exactly how humans should be using AI models.

The distinction is simple: Are you using AI to produce an answer, or to become someone capable of producing the answer? The former creates output. The latter creates capability.

Once this capability is in place, then one can fully leverage the accelerated production as well. To truly complete the assignment isn’t technically challenging, and it can’t be automated by AI. What the assignment requires is a professional sense of duty to understand and stand behind the answer, and the will to honor this duty always.

Never Surrender

Being a lawyer isn’t a credential you earn once. It is a choice you make every day.

In every case, on every assignment, you choose whether to understand or merely transmit; whether to exercise judgment or borrow the appearance of it, whether to take responsibility for the answer or surrender it to the machine.
The default choice will be to do the easy thing. The temptation will always be there, calling to you like the Ring of Power. Only you can choose to be the lawyer.

Legal education is beginning to grapple with this reality. The University of Chicago Law School’s recent AI strategy — combining device-free foundational courses with integrated AI instruction — is directionally right. Students must learn that they can think without assistance. But they must also learn to think in its presence.

Law firms face the same imperative. The traditional apprenticeship model relied on the fact that producing legal work took time. Learning happened along the way. AI breaks that linkage, but it also creates new opportunities, because if production takes less time, that time can be reinvested in understanding.

Training must become explicit rather than incidental. Firms can require explanation, not just output, and measure comprehension, not merely completion. They can also identify cognitive surrender early: work that looks polished but collapses under scrutiny, conclusions without reasoning, and answers without ownership.

The big law model has always been a crucible of sorts. Senior law firm leaders will recognize the quality one needs to succeed as a lawyer in the AI era: the commitment to be the best lawyer you can be, made new every day.

The Great Bifurcation

This phenomenon will define this coming era of legal work. On one side will be those who use AI to train their own models in their minds — becoming faster, sharper, and more capable with every interaction. On the other will be those who use it to replace thinking — producing more while understanding less.

At first, the difference will be subtle. Then it will be decisive.

Avoiding this outcome requires a conscious rejection of cognitive surrender and a deliberate commitment to continuously train and update your own model, with the level of intensity AI companies devote to theirs.

You can use AI and stand behind every word, like I did to write this article. When one has mastered one’s own model, AI use becomes a true tool and extension of capability. This commitment, to choose to use AI to produce and understand, will define careers.

The author used AI to draft a portion of this article.

Reproduced with permission. Copyright August 10, 2026 by Bloomberg Industry Group, Inc. (800-372-1033) https://www.bloombergindustry.com/

DFJ Growth Leads Cambridge Aerospace's $300 Million Series C Raise

Wed, 12 Aug 2026 14:11:00 Z

London – August 12, 2026 – Cooley advised DFJ Growth, a venture capital firm that partners with extraordinary entrepreneurs who are changing the world, on their lead investment in Cambridge Aerospace's Series C round that raised $300 million of investment at a $3.4 billion valuation.

The round will support Cambridge Aerospace’s continued exponential growth as the company expands manufacturing capabilities to deliver on existing and new contracts, while continuing to invest in the spiral development of existing products and bringing the next generation of capabilities to market. Lux, Accel, Lakestar, Never Lift, Ora Global and Elad Gil & Co. also participated in this financing round.

Lawyers Ella Donegan, Ellen Dewhurst and Sonja Jounus led the Cooley team advising DFJ Growth, with support from Chris Coulter, Caroline Hobson, Paula Holland, Marzia Di Candido, Anna Caro, Juan Nascimbene and Kafeel Azher.

Unlocking the Weights: What Enterprises Should Know Before Deploying Open-Weight AI Models

Wed, 12 Aug 2026 07:00:00 Z

Does every task in the enterprise really call for the biggest model on the market? That’s the question more companies are now asking. Frontier models set a high standard for pushing the boundaries of what AI can do, but as token fees climb and many everyday tasks turn out not to need frontier-level horsepower, companies are increasingly adding open-weight models to the mix as a complementary option. Deploying them, however, raises legal and governance questions that differ from those raised by hosted AI services or traditional open-source software procurement. This alert is intended to help companies and their general counsel understand and navigate those differences.

Open weight, not open source

“Open weight” is not “open source.” Open-source software is generally distributed under standardized, well-understood licenses that grant broad rights to use, modify and redistribute. Open-weight models simply make a model’s weights – the numerical settings a model learns during training that shape how it responds – available for download and local deployment. They require integration through a separate software platform to run and manage the model, and often remain subject to bespoke contractual terms on commercial use, intellectual property (IP), redistribution, attribution and downstream deployment.

Key legal risk areas

Organizations considering open-weight models should evaluate the legal framework governing deployment, not just technical performance. Licensing, IP, privacy, security and an evolving regulatory landscape all affect how these models can be used and what safeguards should accompany their deployment.

A. Licensing is the threshold issue

For many organizations, the first legal issue in evaluating an open-weight model is not copyright or regulation, but the license itself. Unlike traditional open-source licenses, open-weight licenses are increasingly customized. They typically permit downloading, deploying and modifying weights, but may impose obligations well beyond preserving copyright notices or attribution.

Depending on the model, organizations may encounter provisions addressing commercial use limitations, acceptable use restrictions, volume restrictions, and attribution or branding requirements. Some licenses also restrict using the model, its outputs or derivative works to train, develop or improve a competing AI model. Like traditional open-source licenses, organizations may also occasionally encounter “copyleft” provisions requiring that derivatives thereof be made available on the same open-source terms, which may conflict with commercial objectives of keeping the organization’s software source code a trade secret. The same issue can arise with training datasets, such as those licensed under the Creative Commons ShareAlike license, which requires that new works built from the same data be shared under the same license. That said, this concept has traditionally applied to creative works that are direct derivatives of other creative works and how it applies to models trained on those works remains a fact-specific analysis.

Intended deployment matters too. Internal productivity use may carry different obligations than incorporating the model into a customer-facing product or platform. Organizations planning to fine-tune, redistribute derivative weights or build downstream products should confirm that the license permits this, and check for added obligations, taking into account how their product’s use may evolve.

B. IP questions continue to evolve

Open-weight models also raise IP questions that courts and regulators are still working through as generative AI develops. Much of the current litigation asks whether using copyrighted material for AI training infringes copyright or falls within doctrines such as fair use. These disputes generally involve developers rather than downstream deployers, but organizations should recognize that training data provenance is not always transparent, and the governing standards remain unsettled. Questions also arise over AI-generated outputs: ownership of generated content, resemblance to protected third-party works, risk of incorporation of open-source code and security vulnerabilities into AI-generated software, and contractual allocation of IP risk.

Unlike many hosted AI services, self-hosted open-weight deployments may lack provider indemnification or related contractual and technical protections – not only for IP-infringing outputs, but also more broadly for harmful, inaccurate or discriminatory outputs. Organizations should therefore build governance around AI-generated outputs, including human review, documentation, and technical validation and safeguards, and consider how liability for AI-related risks is addressed when a model provider offers no contractual indemnities or other protections.

C. Privacy, security and deployment architecture

A principal advantage of open-weight models is deployment flexibility. Unlike provider-hosted models, which require transmitting prompts and data to a third party, open-weight models can run entirely within enterprise-controlled environments – a meaningful benefit for organizations handling sensitive commercial information, proprietary IP, or regulated data subject to sector-specific privacy and data-handling rules. That flexibility comes with a trade-off: It shifts responsibility for securing and operating the AI environment to the deploying organization. That includes integration, access controls, infrastructure maintenance, usage monitoring, safeguards against inappropriate content, vulnerability management, output optimization, and compliance with privacy, breach-notification and cybersecurity requirements that a hosted provider’s data processing terms might otherwise help address.

Conversely, managed inference providers – companies that host and run a model on their own infrastructure so customers can access it without operating it themselves –may offer contractual protections, support and established security controls, but they introduce their own vendor-management and data privacy-governance considerations. The right approach depends on the use case, legal obligations, risk tolerance and governance capability, not just technical requirements.

D. Regulatory landscape continues to develop

The legal framework for advanced AI continues to evolve, as lawmakers weigh AI governance, export controls, national security, computing restrictions, consumer protection and cross-border deployment. Many regulatory frameworks do not yet distinguish open-weight from proprietary models. One notable exception is the European Union AI Act, which exempts open-source general-purpose AI model providers from certain technical documentation and downstream information obligations. It does not exempt them from all requirements; they must still implement a policy to respect EU copyright law and rightsholders’ text and data mining opt-outs and publish a sufficiently detailed public summary of the content used for training. Recent reporting likewise suggests that the White House’s voluntary, nonpublic frontier model review guidelines do not apply to open-weight models – further evidence that this remains an evolving area of AI governance and national security policy.

Adding to this complexity, a substantial share of today’s top open-weight models are developed outside the United States, including by developers based in China. That reality has drawn its own share of policy attention. The US and other governments have begun considering supply-chain provenance, data-handling practices and security review as part of a broader conversation about foreign-developed AI models generally, separate and apart from the quality or utility of any particular model. Organizations evaluating an open-weight model of foreign origin should treat these considerations as part of standard diligence – alongside licensing and IP review – rather than as a bar to adoption, while staying alert to guidance that may apply specifically to models associated with certain jurisdictions or certain entities.

Open-weight model deployments may therefore raise a broader, and in some respects more nuanced, range of legal considerations than traditional software procurement, and even hosted frontier models.

Lawmakers have also begun examining the cross-border movement of advanced AI models, weights and related technology. Organizations should monitor developments affecting cross-border deployment and jurisdiction- or provider-specific restrictions, which remain highly dynamic and may affect deployers and developers.

Pre-deployment checklist

Before deploying an open-weight model, organizations should, at a minimum:

Carefully review the applicable license to confirm it permits the intended deployment, and identify any restrictions on commercial use, redistribution, fine-tuning, downstream deployment, attribution or other contractual obligations that may apply.
Assess the jurisdiction, ownership and supply chain associated with the model’s developer and any upstream contributors, including where the model was trained and hosted; confirm whether the developer or model is subject to export control classification, entity-list or other trade restrictions; and where the deployment involves sensitive, regulated or government-related data, consider whether additional national security or cross-border review is warranted before proceeding.
Evaluate whether a self-hosted or managed inference architecture is more appropriate given the organization’s data sensitivity, operational needs, risk tolerance, customer commitments and available contractual protections.
To the extent possible, diligence the provenance and licensing history of any third-party model weights before deployment, particularly where the model has been modified, fine-tuned or obtained through an intermediary, to understand what rights and obligations accompany the model.
Implement governance around AI-generated outputs, including human review, technical safeguards and code-scanning to help catch and prevent potential IP issues, open-source software, security vulnerabilities and other material errors before outputs are deployed or relied upon.
Build a process to keep policies current as fast-moving export controls, AI regulation and other legal rules continue to evolve.
Develop contingency plans that account for changes to licensing terms, model availability or regulatory requirements that could affect continued deployment or commercial use.

As enterprise adoption of open-weight models grows, the legal questions surrounding deployment – from bespoke licenses to IP risk, governance and emerging regulation –will keep evolving. Organizations that evaluate these issues early in procurement and deployment will be better positioned to fold open-weight models into their AI strategies while managing legal and operational risk.

Cooley combines experience in AI, technology transactions, IP, privacy, cybersecurity, national security and global AI regulation to help clients evaluate, deploy and govern AI systems across the company.

The UPC Three Years In

Tue, 11 Aug 2026 18:13:25 Z

The Unified Patent Court (UPC) opened its doors in June 2023 as a single, centralised judicial forum to handle patent disputes across participating EU countries. During a seven-year transitional period, it is possible to opt European patents out of the UPC’s jurisdiction, i.e. up to May 2030. This period can potentially be extended once by another seven years, up to May 2037. However, the consultation on whether to extend this period is due to start in June 2028, so we cannot expect to have certainty regarding the possible extension until relatively late in the current period. As such, it is possible that within a few years the UPC could become the mandatory forum for enforcement and revocation of European patents in EU Member States participating in the UPC’s system, irrespective of whether a unitary patent is requested upon grant.

In the first six months of the UPC, roughly half of newly granted European patents remained within the system. This has increased as the court has matured and case law has developed and, as of June 2026, about two-thirds of newly granted European patents are not being opted out. Of the patents under the UPC’s jurisdiction, about half are unitary patents, with the remainder being European patents validated by the traditional route. This split has been fairly consistent throughout the UPC’s lifespan. For example, in 2025, 62% of patents remained under the UPC’s jurisdiction and 29% of granted patents were registered as unitary patents. As such, it appears that patentees are becoming more accepting of the UPC and unitary patent system, with the growing use of unitary patents reflecting increasing confidence in the combined UPC/unitary patent framework, including its simplified administration and, in many cases, more cost‑efficient structure (including renewals). This trend may be explained by the UPC’s practical advantages, notably the speed of its procedures and the availability of remedies (including injunctions) with effect across multiple EU Member States in a single action.

Perhaps surprisingly, patents in the medical or veterinary science space now have a higher uptake of unitary patents than average for European patents. Whilst the expectation has been that the pharmaceuticals space would be more risk-averse, patentees are choosing strategies that involve unitary patents. That said, the still-evolving unitary supplementary protection certificate framework introduces uncertainty that may continue to influence how life sciences patentees approach unitary patents. Curiously, the smallest proportion of unitary patents is in the electronics space. This space also sees the lowest proportion of opt-outs, so this lack of unitary patents is presumably driven by cost, countries of interest and expected patent lifespan, rather than any concerns about the UPC itself.

One reason patentees may be more willing to make use of the UPC is that the revocation rates at the UPC and European Patent Office (EPO) are broadly comparable. In 2025, 32% of revocation actions or counterclaims for revocation at the UPC resulted in the patent in suit being revoked. At the EPO, there was a revocation rate of 29% at the first instance during opposition in 2025, which rises to 31% on appeal (and to 48% on appeal if dismissed appeals are excluded). The risk of a central revocation of a European patent post-grant, therefore, does not appear to significantly differ between the UPC and EPO systems.

However, it is important to recognise that the nature of this risk differs between the systems. At the UPC, revocation can arise quickly within infringement proceedings and applies across all participating EU Member States in a single decision, whereas EPO opposition follows a different procedural track and typically operates over a longer time frame. As such, the practical commercial impact of revocation risk may be more acute in the UPC context.

The case law of the UPC is developing and there are indications of greater consistency in approach between divisions, as guidance from the Court of Appeal of the UPC emerges. The Court of Appeal has overturned approximately a third of first-instance decisions, whereas the EPO Boards of Appeal at least partially overturned 64% of cases in 2025.

Overall, it appears that the UPC is gaining prominence and credibility as a forum. This may be contributing to the increasing willingness to remain within its jurisdiction.

What does this mean for patentees?

Ultimately, a more nuanced, portfolio‑based approach is now appropriate when interacting with the UPC and choosing between traditional European patent validation and the unitary patent system. As UPC case law becomes more settled and the court is used by more patentees, keeping selected cases within the UPC and considering unitary patents rather than national validations potentially becomes more attractive. This is especially true as the end of the initial transition period approaches.

In practice, many patentees are using the UPC, often in conjunction with a unitary patent, alongside the traditional national validation route and opt-outs. This is not purely a question of patent strength or importance, and the sensitivities depend both on subject matter and business model. It is not uncommon to see a blended approach even within the same patent family, for instance with commercially valuable “picture claim” patents opted out and broader offensive patents kept within the UPC’s jurisdiction.

The key balance is therefore between the UPC’s enforcement advantages (including speed and pan‑European relief) and the risk of central revocation, with the appropriate approach depending on the strength of the patent, its commercial footprint and the patentee’s risk tolerance.

For patentees with interests in the UK and other significant European markets not participating in the UPC (such as Spain and Poland), a parallel national patent strategy will remain appropriate.

If you wish to discuss any specifics of post-grant patent strategy, especially around staying in or opting out of the UPC’s jurisdiction, please contact a member of the patent counselling and prosecution group’s London team for bespoke advice.

Crain’s New York Business Names Two Cooley Partners as Notable Leaders

Mon, 10 Aug 2026 18:31:00 Z

New York – August 10, 2026

Crain’s New York Business named Cooley partners Adam Dinow and Sacha Ross to its 2026 Notable Leaders in Accounting, Consulting and Law list. The recognition spotlights senior leaders who are reshaping organizations and client service while strengthening the New York metro area through mentorship, board service and community investment.

Dinow, head of Cooley’s New York corporate practice, was recognized for his experience advising companies from formation through exit, with a focus on fast-growing technology businesses.

Ross, co-chair of Cooley’s global emerging companies and venture capital practice, was highlighted for his leadership in firmwide initiatives and experience advising high-growth companies on financings and other strategic transactions.

Crain’s New York Business Notable Leaders in Accounting, Consulting and Law list recognizes executives who demonstrate the ability to effect change in their roles, serve as mentors and role models, promote inclusive practices and contribute to the New York metro area’s civic fabric.

Read the full list (subscription required)

Avere Therapeutics Announces $500 Million Private Placement

Mon, 10 Aug 2026 18:06:08 Z

San Francisco – August 10, 2026 – Cooley advised Jefferies, TD Cowen, Evercore ISI, UBS Investment Bank and Wedbush & Co., LLC as the placement agents to Avere Therapeutics, a privately held biotechnology company advancing oral therapies for IL-23 driven inflammatory diseases, in connection with a $500 million private placement from a syndicate of leading healthcare investors. Participants in the private placement included Venrock Healthcare Capital Partners, General Atlantic, Blackstone Multi-Asset Investing, RTW Investments, Eventide Asset Management, BB Biotech, Sirenia Capital Management LP, ADAR1 Capital Management, Wellington Management, Janus Henderson Investors and other institutional investors.

The private placement is in addition to the previously announced $320 million concurrent private investment, and the combined proceeds will support the continued development of Avere's lead program, AVR-001, a once-weekly oral IL-23 receptor antagonist.

Partners Denny Won, Charlie Kim and Div Gupta led the Cooley team advising the placement agents.

Cooley previously advised Jefferies and Wedbush & Co., LLC as the placement agents to Avere in connection with a $320 million private investment concurrent with its merger with NextCure in July 2026.

Sobi and Innate Pharma License Lacutamab in T-Cell Lymphoma

Mon, 10 Aug 2026 17:35:51 Z

London – August 10, 2026 – Cooley advised Swedish Orphan Biovitrum AB (publ) (Sobi®) on its strategic partnership with Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA) (Innate) to enable initiation of the TELLOMAK-3 confirmatory phase 3 study in cutaneous T cell lymphoma (CTCL), a key step toward filing for accelerated approval of lacutamab in Sézary syndrome, a subtype of CTCL.

Under the agreement, Innate will conduct the TELLOMAK-3 Phase 3 confirmatory trial in cutaneous T-cell lymphoma, supporting a planned accelerated approval filing in Sézary syndrome. The planned TELLOMAK-3 study will subsequently support applications for full approvals in key jurisdictions in Sézary syndrome and mycosis fungoides. Sobi will receive exclusive global rights to commercialise lacutamab upon potential accelerated approval and will be eligible to assume full global development rights following positive phase 3 results. Closing of the transaction is subject to closing conditions, including the receipt of transaction related anti-trust clearance.

Lawyers Frances Stocks Allen and Michael Fernando led the Cooley team advising Sobi.