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San Diego Cooley Office Settles for Gold

Fri, 02 Oct 2026 15:22:00 Z

Cooley partners Ken Rollins and Mazda Antia were quoted in a San Diego Business Journal article about the firm’s growth and activity in San Diego, including a surge in life sciences initial public offerings (IPO) and reverse mergers and Cooley’s role as an Official Legal Services Provider of the LA28 Olympic and Paralympic Games and Team USA. Rollins discussed the strength of the life sciences capital markets and the firm’s pipeline of IPO, reverse merger and M&A transactions, while Antia highlighted the alignment between Cooley’s community involvement and its LA28 partnership.

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Armadin Raises $255.5 Million Series B

Thu, 01 Oct 2026 16:00:00 Z

Reston – October 1, 2026 – Cooley advised Armadin, an AI-native cybersecurity company building effective autonomous security, on its $255.5 million in Series B funding co-led by Andreessen Horowitz and Accel that brings the company's valuation to more than $2.5 billion. The round includes participation from new investors Bain Capital Ventures and Redpoint, as well as existing investors 8VC, Ballistic Ventures, Google Ventures, In-Q-Tel, Kleiner Perkins and Menlo Ventures.

Lawyers Mike Lincoln, Eddie Sniezek and Ty Chung led the Cooley team advising Armadin.

Cooley previously advised Armadin on its $189.9 million Seed and Series A in March 2026.

Cooley Maintains Top Rankings in Global M&A and Private Equity

Thu, 01 Oct 2026 15:39:58 Z

Cooley’s global mergers and acquisitions and private equity practices were again recognized for top ranking positions in Q3 league tables from Bloomberg.* Despite the unpredictable market, Cooley continues to dominate in public and private deals around the world.

#1 for US and global life sciences M&A
#1 for US and global tech M&A
#3 for US and global M&A
#3 for US mid-market M&A
#3 for global mid-market M&A
#2 for US and global private equity deals

In 2026, Cooley handled transactions across a diverse range of industries while also maintaining its top position in technology and life sciences. The firm’s market-leading transactions include representing:

Since 2021, Cooley’s world-class transactional team has worked on 1,600+ M&A deals for an aggregate value of more than $750 billion – guiding top public and private companies, financial advisors and private equity sponsors in some of the market’s largest and most complex transactions. The M&A and PE groups include 180+ practitioners in major business and technology centers worldwide, representing all categories of participants in transactions.

* The Bloomberg platform data has not been published by Bloomberg.

Cooley Bolsters Securities Litigation Practice in New York

Thu, 01 Oct 2026 15:01:00 Z

New York – October 1, 2026 – Cooley today announced that Nicholas Caselli has joined the firm as a partner in its securities litigation + enforcement practice and global litigation department in New York. Caselli defends securities class actions, as well as shareholder derivative and M&A-related claims, including on behalf of technology and life sciences clients.

Cooley has long had one of the leading securities litigation practices on the West Coast, especially for the representation of tech and life sciences companies. Caselli’s recruitment is an important step toward establishing the preeminent next-generation securities litigation practice in New York.

“Nick has already been at the center of two of New York’s leading securities litigation practices in his still young career, and as soon as we met him, we were confident that he would emerge as one of the best of his generation. We are excited to build with him in New York,” said Ian Shapiro, chair of Cooley’s global litigation department and partner in charge of the New York office.

“Nick has strategically built his practice at the intersection of securities litigation, shareholder disputes and M&A, making him a natural fit for the needs of our growing client base,” said Patrick Gibbs, partner and leader of Cooley’s securities litigation + enforcement practice. “His experience handling complex matters in New York and Delaware, together with his ability to work alongside transactional teams before disputes arise, will be a tremendous asset as we continue to grow our East Coast capabilities.”

“Cooley’s world-class securities litigation practice, deep relationships with innovative companies and collaborative culture made the firm a natural choice for my next chapter,” said Caselli. “I look forward to working with my new colleagues to guide clients through their most complex shareholder disputes and help build on the practice’s growing presence in New York.”

Cooley’s global litigation department includes more than 500 lawyers in the US and Europe representing technology, life sciences and other innovative companies. Since 2025, Cooley has added more than two dozen elite lawyers to its litigation department throughout the US, including Elizabeth Prelogar, Raymond Tolentino, Ephraim McDowell, Brian Nelson, Janet Kim, Meredith Halama and Jessica Donlon in Washington, DC; Simona Agnolucci, Ben Hur, Jonathan Patchen, Eduardo Santacana, Joshua Anderson and Tiffany Lin in San Francisco; Michael Rome and Brian Klein in Los Angeles; Lyndsey Kruzer, Andrea Reid, Andrew Wilkins and John Rearick in Boston; and James Kim, Tejal Shah, Sean Quinn, Michael La Marca and now Caselli in New York.

Varda Announces $251 Million Series D

Wed, 30 Sep 2026 13:59:00 Z

San Francisco – September 30, 2026 – Cooley advised Varda Space Industries, a microgravity-enabled life sciences company, on its $251 million Series D fundraising round, bringing the total amount of capital raised by the company to $598 million. The fundraise was led by Lux Capital and Natural Capital, with participation from Founders Fund, Khosla Ventures, Caffeinated Capital, General Catalyst, 8090 Industries, Giant Step and Also Capital.

Lawyers Peter Werner, Kevin Gibson, Joseph Kroon, Christopher Kimball, Emily Mok, Kevin King, Tim Nguyen and Michelle Geller led the Cooley team advising Varda.

Cooley Advised SoundThinking on Agreement to be Acquired by Transom Capital Group

Tue, 29 Sep 2026 18:53:28 Z

Cooley advised SoundThinking, a leading public safety technology company combining transformative solutions and strategic advisory services for law enforcement and civic leadership, on its agreement to be acquired by Transom Capital Group, an operationally focused middle-market private equity firm. Upon completion of the merger, Transom will commence a tender offer to acquire all outstanding shares of SoundThinking’s common stock for a purchase price of $8.00 per share in cash, payable at closing, plus one non-transferable CVR, which entitles each holder thereof to receive up to an additional $3.00 per share in cash, payable upon achievement of certain revenue milestones. SoundThinking’s shares will no longer trade on Nasdaq, and SoundThinking will become a privately held company.

The transaction was announced publicly in this press release.

William Sorabella, Steve Tonsfeldt, John-Paul Motley, Tracy Rubin, Ryan Genkin, and Su Lian Lu led the Cooley team advising SoundThinking.

Cooley previously advised SoundThinking on several private financings, its $30 million IPO in 2017, and its 2018 follow-on offering.

Snowflake Announces Upsized $3.75 Billion Convertible Senior Notes

Tue, 29 Sep 2026 18:28:00 Z

Palo Alto – September 29, 2026 – Cooley advised Snowflake (New York Stock Exchange: SNOW), the AI data cloud company, on its upsized private placement of $3.75 billion aggregate principal amount of convertible senior notes, consisting of $2 billion aggregate principal amount of 0% convertible senior notes due 2029 (2029 notes) and $1.75 billion aggregate principal amount of 0% convertible senior notes due 2031 (2031 notes). Snowflake also granted the initial purchasers of the notes options to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $300 million aggregate principal amount of the 2029 notes and up to an additional $250 million aggregate principal amount of the 2031 notes.

Lawyers Jon Avina, Milson Yu, Mischi a Marca, Jason Savich, Kate Nichols, Timothy Nguyen, Shimeng Cheng, Samara Zaifman, Jayne Munger, Julia Gage, Maragret Barreto and Tucker Cochenour led the Cooley team advising Snowflake. Eileen Marshall, Timothy Shapiro and Calvin Lee provided tax support.

Cooley previously advised Snowflake on its $2.3 billion convertible senior notes offering in 2024 and $3.9 billion initial public offering in 2020.

Efficient Computer Announces $97 Million Series B

Tue, 29 Sep 2026 16:00:00 Z

Washington, DC – September 29, 2026 – Cooley advised Efficient Computer, the company building the world's most energy-efficient processors, on its more than $97 million Series B financing at a $650 million valuation, bringing its total funding raised to $173 million. The new round is led by TQ Ventures, with participation from Eclipse, Union Square Ventures, Giant Ventures, Triatomic Capital, TO Capital, TF Capital, Mana Ventures, Toyota Ventures, Overmatch and Borderless.

Lawyers Josh Holleman, Eddie Sniezek, Katherine King, Evan Burroughs and Elise Robinson led the Cooley team advising Efficient Computer, with support from Adam Ruttenberg.

Cooley previously advised Efficient Computer on its Series A in February 2026.

SGX Needs to Boost Post-IPO Liquidity. Here’s How It Can Do It

Mon, 28 Sep 2026 15:21:00 Z

Cooley lawyers Tim Pitrelli and Steven Holm co-authored an article in The Business Times examining how Singapore Exchange (SGX) can strengthen post-initial public offering (IPO) liquidity as Singapore’s equity market gains momentum. The article examines two changes to unlock secondary market liquidity: expanding local equity lending and introducing flexible, milestone-driven lock-up structures.

Read the article on Business Times (subscription required)

Regulating AI Like a Doctor: FDA Floats Competency-Based Path for Generative AI-Enabled Devices

Mon, 28 Sep 2026 07:00:00 Z

On August 18, 2026, the US Food and Drug Administration (FDA) Center for Devices and Radiological Health (CDRH) released a discussion paper proposing new approaches to regulating medical devices enabled by generative artificial intelligence (genAI), and requesting stakeholder feedback, which must be submitted by October 19, 2026. The paper is not guidance, but it offers insight into how the agency is thinking about the unique risks and evidentiary challenges posed by genAI-enabled devices. The paper presents two main ideas: a two-axis framework for assessing risk and a “competency-based” model for premarket evaluation inspired by how human clinicians are evaluated and credentialed.

Background

CDRH has been concerned about genAI-enabled medical devices for some time. Following a November 2024 public meeting of its Digital Health Advisory Committee, CDRH identified two categories of regulatory challenges posed by these devices:

Challenges associated with applying a risk-based approach to classifying and determining regulatory requirements for genAI-enabled devices.
Challenges associated with determining the types of valid scientific evidence for FDA’s evaluation of the safety and effectiveness of such devices across the total product life cycle.

This discussion paper offers potential ideas to address these challenges and requests stakeholder feedback.

The two-axis framework

CDRH proposes organizing risk assessment for genAI-enabled software functions in a chart with the horizontal axis representing the degree and independence of the device’s activity and the vertical axis representing the severity of consequences if a user relies on an incorrect output. Risk increases moving from the lower left toward the upper right of the line chart. (See Figure 1)

Figure 1: FDA’s two-axis framework for risk

Within that framework, CDRH puts forth several specific factors that it suggests should shift a function’s risk classification, including, for example:

Measurement and signal processing functions. FDA claims that genAI-enabled in vitro diagnostic, measurement and signal processing functions raise increased concern as their outputs typically cannot be independently assessed by the user. Even though such functions do not direct users to perform an action (a function CDRH considers higher risk than simply providing nondirective information), CDRH proposes to treat them as higher risk because a user cannot identify and avoid relying on an incorrect result.
Patient-facing versus HCP-facing informational functions. CDRH also proposes to weigh whether informational functions delivered directly to patients should be treated as higher risk than the same functions delivered to healthcare professionals (HCPs), since FDA believes that HCPs are generally better positioned to interpret an output, recognize limitations, spot an error and avoid over-relying on it.

Interestingly, both of these considerations appear to come directly from concepts that are structural to FDA’s clinical decision support (CDS) software guidance. The CDS guidance’s nondevice carve-out excludes software that acquires, processes or analyzes signals from an in vitro diagnostic device or a signal acquisition system and requires devices meeting the carve-out to enable an HCP (explicitly not a patient or caregiver) to independently review the basis for a recommendation. CDRH draws that connection itself in the discussion paper, in a footnote where it notes that its concern about measurement and signal processing functions “seems consistent with the independent- review criterion of the clinical decision support exclusion.”¹ Despite criticism that the CDS guidance significantly narrows the statutory carve-out from the 21st Century Cures Act, it appears CDRH proposes to import some of the CDS guidance’s risk logic into a broader framework for genAI-enabled devices generally.²

CDRH also flags other factors it is considering, including how to treat “action-directing” versus “action-taking” functions – terms CDRH uses descriptively as part of its proposed risk framework rather than as terms with fixed regulatory definitions. CDRH has not defined these categories with precision and is specifically asking stakeholders to help refine the distinctions between them. Other factors under consideration include generalist HCP-facing functions versus specialist-facing ones, multi-turn conversations that migrate from informational to action-directing over time and care escalation functions. CDRH specifically requests feedback on this proposed risk framework.

Competency-based model for premarket evaluation

CDRH also previews a possible shift in how genAI-enabled devices could be evaluated by FDA before they are permitted to be marketed. Traditional software device evaluation has relied on testing across a representative sample of defined inputs and outputs. However, CDRH notes that this approach likely will not work for genAI-enabled devices as the range of possible inputs and outputs may be too large for such testing to be practical. Instead, citing recent academic papers that propose evaluating genAI more like a clinician than an unchanging product, CDRH is considering a two-part “competency-based” evaluation model, which includes device benchmarking and clinical confirmation. CDRH anticipates that the scope of benchmarking and the rigor of clinical confirmation would scale with the device’s position on the two-axis risk framework.

Device benchmarking. CDRH envisions device benchmarking as a scalable, nonclinical evaluation to assess whether the device, in its deployed configuration, demonstrates the clinical knowledge, analytic capabilities, safety behavior, communication and generalizability to support reasonable assurance of safety and effectiveness of the device for its intended use. CDRH proposes evaluating devices across categories of competencies, including safety (e.g., recognizing safety-critical situations and communicating uncertainty), clinical proficiency (e.g., clinical knowledge and analysis), generalizability (e.g., robustness, reliability and reproducibility) and additional agentic-specific competencies for agentic AI functions.
Clinical confirmation. CDRH also believes that device benchmarking alone may not fully establish how a genAI-enabled device will perform in actual clinical use, since such devices interact with users, workflows and patient populations in ways that testing may not capture. CDRH therefore contemplates an additional clinical confirmation step, noting that this would not necessarily require a prospective clinical study in every case. Instead, the type and rigor of evidence would be consistent with the device’s risk profile and could range from retrospective evaluation on real patient data to prospective clinical studies or randomized controlled trials.

This competency-based evaluation model would represent a significant departure from traditional premarket review, which has generally relied on testing a device against a defined set of inputs and comparing its outputs to a known standard, such as the paradigm underlying the 510(k) substantial equivalence framework. Under the competency-based approach, by contrast, evaluation would center on whether a device demonstrates proficiency across prespecified categories of clinical knowledge, safety behavior and real-world generalizability – an assessment framework modeled less on product testing and more on how human clinicians are credentialed.

The shift is consequential because it would move FDA toward a qualitative, multidimensional evaluation of device capability. If adopted, this model could fundamentally reshape the FDA’s marketing authorization policy for genAI-enabled devices, replacing conventional input-output testing with a credentialing-style assessment of device competency, paired with clinical evidence scaled to risk. Whether and how these proposals take shape can still be influenced by industry engagement during the comment period and beyond.

Postmarket monitoring

Through the introduction of the competency-based model, CDRH recognizes that the novel capabilities of genAI-enabled devices can make it difficult for premarket testing alone to fully capture device performance. CDRH states that it is therefore considering whether it may be appropriate to accept greater premarket uncertainty regarding a genAI-enabled device’s benefit-risk profile, and instead place greater reliance on postmarket monitoring. The discussion paper identifies a handful of potential approaches to postmarket monitoring that are intended to be proportionate to a device’s risk profile:

Periodic device benchmarking

The manufacturer would reassess the device against the same prespecified benchmarking thresholds used in the premarket evaluation, on a defined cadence and after defined triggering events, including changes to the underlying model or other components of the deployment architecture. This approach is conceptually similar to FDA’s existing Predetermined Change Control Plan (PCCP) framework, under which preauthorized modifications can be implemented without new premarket submissions.

Periodic sample-based clinician review. Qualified, independent clinician adjudicators would review samples of real-world inputs and outputs against prospectively defined criteria, sampled to reflect device encounters in actual use. Although the discussion paper contemplates the use of qualified independent third parties as clinical adjudicators and describes a general methodology for comparing device outputs against independent clinician assessments, it does not address the institutional infrastructure for this process – for example, how adjudicators would be credentialed, whether they would operate under FDA oversight or institutional review board supervision, or what contractual or governance arrangements would apply. These implementation details remain open questions, consistent with the paper’s discussion-only status.
Performance degradation monitoring. The manufacturer would monitor for drift resulting from changes in the input population, data environment or underlying model components.

CDRH also asks for feedback on whether machine-based supervisory agents could help facilitate some aspects of postmarket monitoring, effectively raising the concept of AI agents evaluating AI device functions. This is a notable step for the agency: There does not appear to be precedent for FDA endorsing machine-based oversight of regulated devices, even at the discussion stage, and the proposal underscores the extent to which genAI-enabled devices may require fundamentally different regulatory approaches. Additionally, CDRH proposes a “shared ecosystem responsibility” for postmarket oversight, noting that clinicians, healthcare institutions, payors, professional societies and other stakeholders each may have roles to play in the deployment, monitoring, reporting and ongoing evaluation of genAI-enabled devices.

This framing reflects a broader pattern in FDA’s current thinking: Rather than concentrating all oversight within the agency, FDA is increasingly exploring models that leverage external institutions and stakeholders. For example, FDA’s Expedited IND Pilot, announced on September 15, 2026, under the Department of Health and Human Services’ Operation TrialBlazer initiative, pairs drug sponsors with qualified research institutions to accelerate first-in-human clinical trial timelines through rolling investigational new drug (IND) review – a model that, while structurally different from CDRH’s postmarket vision, similarly relies on distributing regulatory functions across a network of qualified participants within the clinical trial ecosystem rather than handling them entirely within FDA. However, it is unclear under what authority FDA could compel such parties to engage with FDA on these issues.

Foundation model master files

Because many genAI-enabled devices are built on third-party foundation models, CDRH is also exploring whether the existing Device Master File program could be leveraged to improve the agency’s visibility into those underlying models. Specifically, CDRH seeks feedback on the feasibility of voluntary Foundation Model Master Files (MAFs), under which foundation model developers and platform providers could submit information on their models to FDA. These files would be held confidentially by FDA and could be referenced by device sponsors, with the file holder’s authorization, in support of individual premarket submissions. Importantly, CDRH emphasizes that submission of a Foundation Model MAF would not constitute authorization of the underlying model for any device intended use, and device sponsors would remain independently responsible for demonstrating the safety and effectiveness of their own devices.

The voluntary nature of this proposal raises an obvious question: Foundation model developers may have limited commercial incentive to disclose safety-relevant information to a regulator, particularly where doing so could expose limitations or failure modes. CDRH itself acknowledges this tension and asks commenters whether the program could be made sufficiently useful for premarket review given that participation would be optional. If adopted, however, Foundation Model MAFs could streamline premarket review by giving FDA reviewers a baseline understanding of the models underlying multiple device submissions, potentially reducing duplicative information requests and promoting more consistent review across devices built on the same foundation model.

Themes from public comments

Stakeholders filing comments to date have raised a few recurring points. Many commenters, including AI developers, health systems and individual physicians, argue that the two-axis framework should be supplemented with additional risk considerations – such as the detectability of an incorrect output, its reversibility and traceability to the underlying data or specific model – rather than relying on device activity and consequences alone. A similar group cautioned that postmarket monitoring is not an adequate substitute for premarket evidence where harm may be severe, fast-acting or irreversible, and several commenters urge CDRH to require sponsors to affirmatively state what failure modes a monitoring program can and cannot detect before any such trade-off is accepted. Some commenters questioned the feasibility and reliability of the Foundation Model MAFs, given that some models are continuously changing and updated hundreds of times a day. These comments, along with others addressing agentic AI oversight, human-in-the-loop design and foundation model change management, suggest that industry feedback may be helpful and ultimately shape CDRH’s eventual approach.

Practical considerations

As this is a discussion paper, not guidance, CDRH does not propose any new regulatory policy concerning the marketing authorization process or evidentiary requirements at this stage. However, the paper offers a meaningful preview of the agency’s thinking, and stakeholders should not underestimate its significance, particularly given the novelty of its proposals. CDRH discussion papers have historically foreshadowed the agency’s regulatory direction, and stakeholders who engage early in this process will be better positioned to shape the framework before it solidifies into formal policy, guidance for industry or regulation. Companies developing, deploying or investing in genAI-enabled medical devices should consider several near-term actions:

Submit comments by the October 19, 2026, deadline. The open feedback period is one of the most direct ways for stakeholders to influence CDRH’s regulatory approach to genAI-enabled products. Comments submitted through regulations.gov during this window carry particular weight, as CDRH has specifically requested input on its proposed risk framework, competency-based evaluation model and postmarket monitoring approaches. Companies should consider engaging individually or through industry associations.
Map existing and pipeline products against the two-axis framework. Even though the framework is not yet final, companies should begin assessing where their genAI-enabled devices fall along CDRH’s proposed risk axes – degree of device activity and severity of consequences from incorrect outputs. This exercise can identify products that may face heightened scrutiny and help prioritize regulatory strategy and resource allocation accordingly.
Evaluate evidence generation strategies. The competency-based evaluation model, if adopted, would provide guidance for companies to demonstrate device proficiency across defined competency categories rather than relying solely on traditional input-output testing. Companies should assess whether their current clinical evidence and testing infrastructure can support device benchmarking and clinical confirmation at the rigor CDRH envisions.
Review foundation model supply chain arrangements. CDRH’s proposed Foundation Model Master File program, coupled with its emphasis on deployment architecture and model change management, underscores the importance of contractual and operational visibility into third-party foundation models. Companies that rely on third-party models should evaluate whether their existing agreements provide sufficient access to the safety, performance and change-management information that CDRH may expect device sponsors to possess or reference.
Prepare for expanded postmarket obligations. CDRH’s discussion of periodic benchmarking, sample-based clinician review and performance degradation monitoring signals a potentially significant expansion of ongoing compliance obligations for marketed genAI-enabled devices. Companies should consider how these proposals would affect their quality systems, postmarket surveillance capabilities and operational costs.

Cooley’s life sciences and healthcare regulatory team will continue to monitor CDRH’s approach to genAI-enabled devices and is available to discuss how this discussion paper may affect product roadmaps, regulatory strategies or premarket submission planning. We also can assist in preparing a comment letter to FDA in response to the proposals outlined in this paper.

Notes

Discussion paper at 11 n.17 (noting that genAI-enabled measurement and signal processing functions raise concerns “seem[ing] consistent with the independent-review criterion of the clinical decision support exclusion”).
For more information regarding FDA’s CDS guidance, read Cooley’s January 2026 client alert.

The Law of Neural Data Licensing: The State Law Landscape and the De-Identification Question

Mon, 28 Sep 2026 07:00:00 Z

Over the past few years, one of the more visible trends among neurotech companies has been the emergence of neural data licensing as a business model. Companies collect neural data – sometimes from consumer wearables, sometimes from participants in clinical or research studies – and then license that data to third parties, such as developers of “brain foundation models” and other neuroscience companies. What began as an incidental use of research datasets has, in some quarters, become a revenue thesis: “Brain-data-as-a-service” providers now standardize and license neural datasets for others to train large-scale “mental models.” That commercial arc has the potential to intersect with efforts by states to give consumers more control over their personal data.

Five states have laws that make it unlawful or practically impossible to license neural data because they either almost prohibit it (Connecticut, Delaware and Vermont), or they require the consent of the individual whose neural data is to be sold (Colorado and Montana). Since in many cases, companies that hold neural data do not know what states the individuals reside in, licensing out neural data can be prohibitive.

In addition to state laws that prohibit or require consent for the licensing out of neural data, there are additional states that require companies that license out neural data to register as data brokers, which carry a host of operational and legal burdens. Six states run stand-alone data broker registration regimes: California, Oregon, Texas, Vermont, Connecticut and New Jersey. A seventh state, Nevada, regulates a narrower set of data brokers without requiring registration with the state, but affording individuals an ability to opt out of their data being sold or licensed.

Each of the states that regulate the licensing of neural data has different definitions of neural data and different scopes of applicability. Each of the registration laws has its own definition of who is a “data broker,” what kind of data triggers the registration requirement and what thresholds and exemptions apply.

Four structural models of data broker laws are now in play.

Model 1: California

California’s long-standing data broker law defines “data broker” as a business that knowingly collects and sells to third parties “the personal information of a consumer with whom the business does not have a direct relationship.” The law applies to a broad definition of “personal information” – any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.

The law classifies neural data as a category of “sensitive personal information,” which is a subset of personal information under the law. The definitional path is short: Neural data that is identifiable to an individual is sensitive personal information; sensitive personal information is personal information; and personal information triggers the data broker regime. As a result, selling identifiable neural data about individuals with whom the business has no direct relationship falls within California’s data broker regime, even when the neural data is transferred without accompanying identifiers – unless the neural data has been de-identified to the California Consumer Privacy Act’s (CCPA) exacting standard, in which case it is excluded from “personal information” and out of scope of the law. Whether neural data can meet that de-identification standard is a threshold question discussed later in this article.

The operational obligations are substantial. For example, registered data brokers must:

Post a privacy policy that contains certain disclosures and offers certain consumer rights.
Pay a $6,000 annual registration fee (increased to $9,500 in 2027), plus payment processing fees, during the January 1 – 31 registration period.
Create and maintain a Delete Request and Opt-Out Platform (DROP) account, download the CPPA’s consumer deletion list at least every 45 calendar days, and delete the consumer’s personal information (including deletion by service providers and contractors) upon match.
Process every deletion request received during the previous access session and report a response code back to the DROP (“Record deleted,” “Record opted out of sale,” “Record exempted” or “Record not found”) at each subsequent access.
Make enhanced disclosures during registration, including whether the data broker has shared for purposes of cross context behavioral advertising, or sold data to specific recipient categories, in the past year and identifying the most common types of personal information collected.

The CCPA regulations also refine the “direct relationship” question in a way that matters for neurotech companies: For the data broker law not to apply, a consumer must have intentionally interacted with the business to access, purchase, use, request or obtain information about the business’s products or services. Collecting data “directly from the consumer” does not, by itself, create a direct relationship if the consumer’s intent to interact with the business is missing – a distinction that matters for research-participant and clinical-trial datasets that later flow into licensing arrangements. The California law affords data brokers some exceptions from consumers’ deletion rights.

Model 2: Connecticut, Oregon and Vermont – Enumerated ‘brokered personal data’

Three states – Connecticut, Oregon and Vermont – apply to a specifically enumerated list of “brokered” personal data information. The list varies in the details, but the shape is consistent: name; address; date of birth; place of birth; mother’s maiden name; unique biometric data used to identify or authenticate the consumer; the name or address of a member of the consumer’s immediate family or household; Social Security or other government-issued identification number; and a catch-all for “other information that, alone or in combination with the other information sold or licensed, would allow a reasonable person to identify the consumer with reasonable certainty” (Connecticut and Vermont), or “can reasonably be associated with the individual” (Oregon).

Neural data is not one of the enumerated categories in any of these three statutes. It is pulled into these regimes only in three specific circumstances:

Bundling with enumerated identifiers. The license package also contains one or more of the enumerated identifiers (name, address, date of birth, Social Security number or the like) alongside the neural data.
Biometric identification or authentication. The neural data is itself being used by the licensor or licensee to identify or authenticate the consumer, bringing it under the “unique biometric data” prong. This prong requires an actual identification or authentication use – not merely that the data could theoretically be used that way. Neurotech companies whose license value proposition is training AI, not identifying users, are typically outside this prong. However, the Oregon law leaves a possibility that biometric information need not be used to identify an individual in order to be covered by the Oregon data broker law.
The identifiability catch-all. The neural data itself, alone or in combination with other data, would allow a reasonable person to identify the consumer with reasonable certainty (Connecticut/Vermont) or can reasonably be associated with the individual (Oregon). This is where the de-identification question lands.

The registration and mechanics vary across these three states. Oregon has required registration since January 1, 2024, with a $600 annual fee paid through the Oregon Division of Financial Regulation, an opt-out disclosure requirement and no state-run deletion mechanism. Vermont has required registration since January 1, 2019 – the first-in-the-nation data broker registration law – with a $100 annual filing to the secretary of state, security-program requirements and enforcement by the Vermont attorney general. Connecticut’s new regime turns on January 1, 2027; the Commissioner must stand up the state’s accessible deletion mechanism by July 1, 2028, and data brokers must begin honoring deletion requests received through it by October 1, 2028; annual public transparency statements begin July 1, 2029; and the first triennial independent audits must be completed by July 1, 2031.

In Connecticut and Vermont, separate laws, if they apply to a business, prohibit the sale of neural data absent the consent of the individuals whose neural data is to be sold. If these laws apply to a business, and they do not have the requisite consent, they cannot license neural data, and therefore the data broker registration requirement becomes moot.

Model 3: The Texas outlier – A revenue-based test

Texas takes a structurally different approach. The Texas Data Broker Act defines “data broker” as a business entity that collects, processes or transfers personal data that the business entity did not collect directly from the individual to whom the data is linked or linkable. “Personal data” for these purposes is broad and includes information linked or reasonably linkable to an identified or identifiable individual.

But Texas layers a materiality test on top of the definition. The law applies only to a business that, in a 12-month period, derives more than 50% of its revenue directly from processing or transferring personal data not collected by the data broker directly from the individuals to whom the data pertains, or any amount of revenue directly from processing or transferring the personal data of more than 50,000 individuals. Registration is a $300 filing with the Texas secretary of state. Obligations include a website notice identifying the business as a data broker, a comprehensive information security program, and civil penalties of $100 per day, capped at $10,000 per year, plus unpaid registration fees for noncompliance.

The practical implication for neurotech companies: Texas structurally protects businesses whose principal revenue is from selling another product or service, even where they engage in some downstream neural data licensing. The Texas law applies to pure-play “data-as-a-service” licensors of identifiable neural data and businesses with sizeable licensed-out populations. Texas also expressly exempts genuinely de-identified data, on essentially the CCPA-style standard: reasonable technical measures to prevent re-identification, a public commitment not to re-identify and contractual downstream controls.

Model 4: New Jersey – Highest fees in the nation and a novel ‘data collector’ concept

New Jersey enacted its data broker law on June 30, 2026 – introduced, passed and signed within a 48-hour window – making it the sixth state with a stand-alone data broker registration regime and, by a wide margin, the most expensive and structurally most disruptive. Unlike every other state’s data broker law, the New Jersey law regulates not only “data brokers” (the traditional definition) but a novel second category called “data collectors” – first-party businesses that sell or license their own customers’ personal data to data brokers. The law also imposes a categorical prohibition on the sale or licensing of “sensitive data,” which took effect immediately upon enactment. But this ban does not apply to neural data, unless it is swept into the prohibition where the neural data reveals mental or physical health condition, treatment or diagnosis of an individual, or where the neural data is processed for the purpose of biometrically identifying an individual. Enforcement rests with the New Jersey attorney general through the Division of Consumer Affairs, and the law contains exceptions that apply in certain circumstances.

Within days of enactment, however, the law drew immediate backlash over its unusually high fees, severe penalties and novel coverage of “data collectors.” A senior official from the administration of Gov. Mikie Sherrill confirmed to the press that the state would not enforce the law until the legislature fixes “certain defects that have come to light,” and, on July 10, 2026, the Division of Consumer Affairs issued a public alert stating that covered data brokers and data collectors will not be required to register or pay any registration fees until the registry launches in spring 2027. The sensitive data sale prohibition, by contrast, has not been paused and remains enforceable now, although that ban does not expressly apply to neural data.

The “data collector” category is the structural novelty. A “data broker” is defined much as in other states – an entity that knowingly collects or purchases the personal data of consumers with whom it has no direct relationship, and sells or licenses that data to third parties. A “data collector,” by contrast, has no analog in any other state’s data broker statute. A data collector is a business that has a direct relationship with the consumer (the individual is or was a customer, subscriber, research subject or similar counterparty) but sells or licenses those consumers’ personal data to a data broker downstream. A consumer neurotech company (for example, a wearable manufacturer that sells or licenses its own users’ neural data downstream to a data broker) is a data collector under New Jersey law, and it is subject to the same registration, fee, disclosure and sensitive data sale prohibition obligations as a traditional broker.

Registration fees are graduated based on the number of New Jersey residents whose personal data is sold or licensed: $5,000 for 100,000 residents or fewer; $10,000 for 100,001 to 499,999; $100,000 for 500,000 to 999,999; $500,000 for 1,000,000 to 1,499,999; $750,000 for 1,500,000 to 2,499,999; $1,000,000 for 2,500,000 to 4,499,999; and $1,500,000 for 4.5 million or more. These are the highest data broker registration fees enacted by any state – the top tier alone is 250 times California’s $9,500 2027 fee. Failure to register or pay the fee is a civil penalty of $2,500 per day; failure to submit or update required disclosures is the same. The law separately bans the sale, offer for sale or licensing of “sensitive data,” carrying a civil penalty of $50,000 per record.

The shared thread: The ‘direct relationship’ carve-out

Most of the state data broker regimes turn on the presence or absence of a direct relationship between the business and the individual whose data is at issue. Under California, Connecticut, Oregon, Texas and Vermont, if the neurotech company sits at the source – the individual is (or was) a customer, a research subject under contract, an investor, a donor or in a similar direct relationship – the business is not a data broker when it licenses out that data. New Jersey is the outlier because of its additional category of “data collector.” As discussed above, New Jersey’s “data collector” category closes the direct relationship exception for any first-party neurotech company that sells or licenses personal data to a downstream data broker. Whether the New Jersey law applies to a business that has a relationship with the individuals whose data is being licensed depends on what the licensee does with the data downstream. Therefore, diligencing (and contractually constraining) the recipient's own resale and relicensing conduct is central to the New Jersey analysis.

State restrictions on sale of neural data

In addition to state data broker registration requirements and consumer opt-out rights, two states (Colorado and Montana) have separate laws that, if they apply, prohibit the sale of neural data of their state residents absent consent from the individuals whose neural data is to be sold, or impose such restrictions on the sale of neural data that it is impractical even with consent (Vermont, Delaware and Connecticut).

Colorado and Connecticut

The Colorado and Connecticut laws apply to essentially any business that sells or licenses out neural data.

Vermont

The Vermont law only applies to businesses that conduct business in Vermont or produce products or services that are targeted to residents of Vermont, and control or process the personal data of 35,000 or more Vermont residents, excluding personal data controlled or processed solely for the purpose of completing a payment transaction; control or process the sensitive data (including neural data) of 3,000 or more Vermont residents, excluding personal data controlled or processed solely for the purposes of completing a payment transaction; or offer for sale in trade or commerce the personal data of 3,000 or more Vermont residents

Many businesses that wish to license neural data will likely not be covered by the Vermont law because they do not have a consumer-facing business and do not have a business presence in Vermont or do business with Vermont entities.

Delaware

The Delaware law applies to businesses that conduct business in Delaware or produce products or services that are targeted to residents of Delaware, and control or process the personal data of 10,000 or more Delaware residents, excluding personal data controlled or processed solely for the purpose of completing a payment transaction; control or process the personal data of 5000 or more Delaware residents, and derive more than 20% of their gross revenue from the sale of personal information; or acquired personal data from another entity that is covered by the law

Some businesses that wish to license neural data will not be covered by the Delaware law because they do not have a consumer-facing business and do not have a business presence in Delaware or do business with Delaware entities.

Montana

The Montana law applies to entities that either offer consumer genetic testing products or services directly to a consumer or that collect, use or analyze genetic data. Many businesses that wish to license neural data will likely not be covered by the Montana law because they are not in the genetic testing business.

If neural data is health or biometric information

Neural data might possibly be considered health information if an individual’s health information can be derived from the neural data. Neural data might possibly be considered biometric information if an individual’s identity can be derived from the neural data. If neural data is considered health information or biometric information under applicable laws, additional legal protections are afforded to such data. These additional laws would further regulate data licensing, including by imposing requirements in some additional states to obtain consent before selling or licensing such data.

Federal regulation of the sale of health information

The Federal Trade Commission (FTC) has taken actions against businesses that have sold health information to adtech companies and sensitive location information to third parties. The FTC has reasoned that consumers were not told about the sale and not given a method to decide whether their data would be included in the sale, and thus this practice was an unfair trade practice under federal consumer protection law. To date, the FTC has not applied the same rule to neural data, but it is conceivable that it would if faced with the question.

The federal Health Insurance Portability and Accountability Act (HIPAA) and the Food and Drug Administration regulations on research studies apply to neural data depending on the context in which it is collected – and the nature of the business that has collected it. If these federal laws apply, the state laws do not, but the federal laws come with their own compliance burdens. Businesses that have a choice should architect their way of doing business to either operate under HIPAA or the state laws depending on their preferred regulatory regime.

Two threshold questions: ‘For free’ licensing and revenue/volume gates

Before turning to the de-identification question, two questions of statutory scope cut across every one of the state regimes and are worth flagging together.

1. Does licensing data for free take you out of the regimes?

For most of the state data broker regimes, no. A purported “free” license usually does not remove the arrangement from scope. California defines “sale” broadly to include “selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating” a consumer’s personal information to a third party “for monetary or other valuable consideration.” California courts and the state attorney general have consistently interpreted “other valuable consideration” through the lens of California’s general contract law concept of consideration – any bargained-for benefit conferred on the transferor, whether or not money changes hands. In-kind exchanges of neural data for services, joint research outputs, model access or reciprocal datasets are therefore likely to qualify as a “sale.” Connecticut takes a similar approach, defining “license” as granting access to or distributing personal data “in exchange for consideration” – the Connecticut statute expressly contemplates nonmonetary consideration. Vermont and Oregon both use “sells or licenses” without a narrower monetary limitation, and the market has consistently read those terms to reach nonmonetary bargained-for exchanges as well.

Texas is broader still. Its data broker definition captures any business entity that “collects, processes, or transfers” personal data it did not collect directly from the individual. “Transfer” does not require consideration at all, so even a genuinely gratuitous handoff of neural data to a third party can trigger the Texas regime (subject to Texas revenue and volume thresholds, discussed next). New Jersey uses “sells or licenses” without a defined monetary limit, and “licenses” in this context is likely to be read as encompassing noncash arrangements.

The one narrow off-ramp that runs through all of these regimes is a true one-way transfer of data with no benefit flowing back to the transferor – for example, a pure charitable donation of a research dataset to an academic institution with no reciprocal services, no access rights, no attribution and no other consideration. Companies should not assume that framing a license as “no fee” or “complimentary” removes it from scope.

2. Do the state data broker laws apply only to businesses with a certain amount of revenue or volume of data?

The answer depends materially on the state.

California. The data broker regime imports the CCPA’s definition of “business,” which itself has thresholds – in general terms, annual gross revenue in excess of $26,625,000; buying, selling or sharing the personal information of 100,000 or more consumers or households; or deriving 50% or more of annual revenue from selling or sharing personal information. A neurotech company below all three thresholds is not a “business,” and therefore not a “data broker,” under the California regime. That said, the 100,000-consumer prong is easy to trip for consumer-facing neurotech, and the 50%-of-revenue prong bites hard for pure-play neural data licensors.
Connecticut, New Jersey, Oregon and Vermont. No revenue or data-volume thresholds.
Texas. Subject to the 50%-of-revenue and 50,000-individual thresholds described above in Model 3.

The upshot: Outside of Texas (and the narrower California “business” threshold), state data broker regimes are not size-gated. A small neurotech company licensing neural data of persons with whom it has no direct relationship can be a data broker, subject to the full compliance stack, in Connecticut, Oregon, Vermont and New Jersey. And in New Jersey, even a first-party neurotech company is regulated as a data collector regardless of size.

The de-identification question

Under every one of these regimes, data that is not identifiable to a specific person, or that has been genuinely de-identified, is out of scope. The California law excludes de-identified data from “personal information;” Connecticut’s law excludes de-identified data from “personal data;” Vermont and Oregon exclude de-identified data through parallel mechanisms; and Texas has an explicit de-identification exception. The statutory standard is broadly similar across the states: The data must not be reasonably capable of being linked to an identifiable individual, and the controller must take reasonable technical measures to prevent linkage, publicly commit not to re-identify and contractually bind recipients to the same standard.

The threshold legal question for neurotech companies pursuing a licensing model is therefore whether their neural data can be de-identified to the applicable legal standard. That question is not settled. Reasonable technical experts disagree. What follows is the best case for each position.

The argument that neural data can be de-identified (and data laws therefore do not apply)

The strongest argument that neural data can be adequately de-identified runs through a simple fingerprint analogy: A fingerprint lifted from a crime scene identifies no one on its own. It becomes identifying only when a fingerprint database exists and the lifted print can be matched against it. Neural signatures work the same way. A neural signal “lifted” from an anonymized dataset can identify a specific individual only where a reference database exists that ties known individuals to their neural signatures. That kind of reference database does not exist today for the general population, and in most licensing scenarios it does not exist for the licensed-out population either. Where the reference set does not exist, the neural signal cannot be linked to any particular person as a matter of fact, regardless of how unique it is in theory. If the reference set does exist, but is not accessible to the entity that holds the neural data, then the neural data is not identifiable from that entity’s perspective.

The statutory standards support this reading. Connecticut requires that the data “cannot reasonably be used to infer information about, or otherwise be linked to,” an identifiable individual. The CCPA requires that the data “cannot reasonably be used” to identify or associate with a consumer. Both standards are grounded in reasonableness, and reasonableness is calibrated to the state of the world today, not to speculative future capabilities. If linking a neural signal to a person requires access to a reference dataset that no one has built for the population in question, the linkage is not reasonably available, and the data satisfies the statutory de-identification test.

The technical picture also cuts more finely than the skeptics allow. Neural signatures are not stable in the way that traditional biometrics are. A fingerprint is essentially fixed for life; a neural signature varies with sleep, mood, attention, age, medication and disease state. The high identification accuracy rates in the research literature are typically achieved within a single session and cohort, on high-fidelity recordings, using algorithms tuned to the specific data. Licensed-out neural datasets can be downsampled, aggregated, cropped to short windows or transformed into derived features that discard much of the individuating detail.

In practice, de-identification measures can combine several techniques at once: removing hidden identifying tags from files (metadata scrubbing), reporting group-level figures instead of individual records (aggregation), adding small amounts of random “static” to obscure exact values (statistical noise), ensuring each described group is large enough that no one person stands out (k-anonymity-style controls), and dropping unusually rare records that would be recognizable on their own (outlier suppression). And where the underlying data is already coarse to begin with – for instance, a summary index (such as an attention or workload score) rather than a raw, moment-by-moment brain signal – the remaining risk of identifying a person can be substantially lower, and in some cases may fall below what the applicable law counts as personal or neural data.

The statutory de-identification standard also depends on business controls that neurotech companies can and do implement. Public commitments not to re-identify, contractual undertakings from downstream recipients, technical safeguards against linkage and monitoring for compliance are all feasible in commercial licensing arrangements. Where those controls are in place and the underlying data is not intrinsically identifying to the population in question, it can be said that the data satisfies the statutory de-identification test, or that it was not identifiable to start. In short, the de-identification off-ramp is available for neural data – it just requires a defensible technical basis and disciplined contractual architecture, not a blanket assumption.

The arguments that neural data cannot be de-identified (and data laws therefore apply)

The identifiability skeptics rest on a growing body of neuroscience research suggesting that neural signatures function as biometric fingerprints. A widely-cited 2015 fMRI study identified individuals from their whole-brain functional connectivity patterns with 93 – 94% accuracy in cohorts drawn from the Human Connectome Project (Finn et al., Functional Connectome Fingerprinting: Identifying Individuals Using Patterns of Brain Connectivity, 18 Nature Neuroscience 1664 (2015)). Each target scan was matched to the most similar entry in a database of prior scans from the same subjects, so the result speaks to the risk of linking a new scan to an existing record rather than to identification from a neural recording alone.

A 2014 EEG study achieved 100% accuracy in matching people to their brain recordings by looking at how different parts of the scalp “talked to” one another at specific frequencies, rather than at any single sensor on their own (La Rocca et al., Human Brain Distinctiveness Based on EEG Spectral Coherence Connectivity, 61 IEEE Transactions on Biomedical Engineering 2406 (2014)). As with the fMRI work described above, that accuracy was measured against a closed reference set – each new recording was matched to the most similar entry in a database of prior recordings from the same people – so the result speaks to the risk of linking a new scan to an existing record rather than to identifying a stranger from a brain recording alone. Later reviews of the EEG-identification literature report similar or slightly lower accuracy figures, typically in the high-80s to high-90s, across a range of methods and datasets.

And identification does not require long recordings. A 2021 MEG study reported that just thirty seconds of resting-state brain activity was enough to correctly pick a participant out of a closed cohort roughly 84% of the time – compared with about 95% when longer segments were used (da Silva Castanheira et al., Brief Segments of Neurophysiological Activity Enable Individual Differentiation, 12 Nature Communications 5713 (2021)).

There is also a distinct identifiability pathway that has nothing to do with neural fingerprinting. In speech and communication brain-computer interfaces (BCIs), the decoded output is not a signal signature but the user’s own words. Everyday speech and messaging routinely surface autobiographical detail – the speaker’s own name, references to family members, an employer or workplace, a medical diagnosis, or other personal facts – that identifies the person on the face of the transcript, without any comparison to a reference dataset. For that class of neural product, the identifying information is embedded in the content itself.

That distinction – between recognizing someone by the pattern of their brain activity and identifying them from what they said – is one instance of a broader point that the current debate tends to skip past: Not all “neural data” is the same thing, and different forms of it carry very different re-identification risk. A raw recording taken directly from the electrodes; a set of summary measurements calculated from that recording (for example, how much activity is present in different frequency bands, or how strongly different brain regions move together); the trained software model that translates brain activity into speech, movement or a category label; the decoded output itself (the actual text, speech or cursor movement the system produces); and a high-level conclusion drawn from the data (for example, a single “alertness” or “focus” score) each sit at a different point on the identifiability scale, even when they all come from the same recording session. What is enough to strip identifying information out of an alertness score will not be enough for a raw recording, and the reverse is equally true. The same regulated term – “neural data” – is doing very different work as the information moves through these stages, and any workable de-identification analysis has to look at the specific form at issue, not just at the category label.

The intrinsic uniqueness of neural data has three consequences under the statutory de-identification tests. First, small datasets are trivially re-identifiable within their own populations: A neurotech company holding neural recordings from 200 research subjects may be able to associate neural data with specific individuals without any external reference. Second, reference datasets are actively being built. Large-scale consumer neurotech products, invasive BCI companies and academic-industrial collaborations are generating neural datasets at scale, and open science initiatives are publishing sizable reference corpora, which means that even a “bare” neural sample that is not identifying today may be identifiable tomorrow through comparison to a growing reference base. Third, neural data reveals sensitive attributes – cognitive state, health conditions, emotional response profiles – that themselves can be linked with other data to re-identify a specific person, especially in small populations with distinctive clinical characteristics.

Finally, the regulatory apparatus is unusually demanding on the de-identification side. It requires reasonable technical measures to prevent re-identification, a public commitment not to re-identify, contractual downstream controls that flow those obligations to every recipient and ongoing monitoring of the recipient’s compliance. Neural data licensing arrangements need to be designed to meet those requirements in practice, particularly the downstream contractual and monitoring components. On the other hand, under the California law for example, if data de-identification has rid a business of any of the personal identifiers that consumers can use to request data brokers to delete their data, such as email addresses and phone numbers, the data broker will be hard-pressed to delete data even in the face of a deletion request, possibly making it impossible for the business to comply with the law.

Where this lands

Reasonable minds will continue to differ, and the answer for any particular licensing arrangement is fact specific. It depends on the type of neural data – identification accuracies vary meaningfully across modalities, and EEG, fMRI, MEG and fNIRS each carry different identifiability profiles even before considering feature engineering, so the answer for a raw EEG recording is not the answer for a downsampled fMRI feature vector. It also depends on the amount of neural data per subject. The size and distinctiveness of the licensed-out population, the availability of a reference dataset that could support linkage, and the technical and contractual architecture the licensor puts around the data round out the analysis. What is clear is that a blanket “we’ll de-identify” strategy is not a substitute for the analysis. Companies pursuing a de-identification path should pressure-test it with both technical experts and privacy counsel – dataset by dataset, modality by modality and duration by duration – and paper the required public commitments, contractual controls and monitoring practices before treating the licensed data as out of scope.

A note on the parallel state consumer privacy law regimes

Separate from the state data broker registration laws discussed above, the sibling comprehensive state consumer privacy laws in 23 states will apply independently to any business that qualifies as a “controller” of neural data, and meets the triggering metrics of the law, meaning a business that (alone or jointly with others) determines the purposes and means of processing that neural data. “Processing” in each of those statutes is defined broadly to include the collection, use, storage, disclosure, sale and licensing of personal data, so licensing neural data downstream is a processing activity that a controller performs. Controllers of neural data are subject to notice, consent, purpose-limitation, minimization, sensitive-data opt-in and data protection assessment obligations under those laws (subject to the state-by-state applicability thresholds), regardless of whether the business is also a “data broker” under the state’s data broker regime. In short, a neurotech company that stays below a data broker regime’s coverage line can still be a controller of neural data subject to the parallel privacy law’s substantive obligations.

Practical takeaways for neurotech companies

Map your data flows against each state’s definitional model. Identify every neural dataset your company licenses, sells or grants access to, and separate them into datasets about individuals with whom you have a direct contractual or similar relationship and datasets about individuals with whom you do not. Also, identify the states of residence of the individuals whose neural data is to be licensed, so that the applicable laws’ requirements can be met.
Do not rely on de-identification as an off-ramp without stress-testing it. Confirm the type of neural data you are licensing, the size and distinctiveness of the licensed-out population, whether a reference dataset exists (or is plausibly being built) that could support linkage, and whether your technical and contractual controls meet the applicable statutory standards. Paper the public commitments and downstream contractual undertakings the statutes require.
Choose your regulatory regime. If your business has a choice between HIPAA and the state data law regime, examine both carefully, choose which regime best meets your data needs, and architect your way of doing business to fit into, and comply with, your preferred regulatory regime.

Law Firms Vie for Tech Talent in AI Race

Fri, 25 Sep 2026 16:44:00 Z

Cooley chief innovation officer David Wang was quoted in Reuters about the firm’s push to recruit technology talent as law firms ramp up their AI capabilities. Wang highlighted Cooley AI, a firm-owned AI company developing technology that addresses complex legal challenge.

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DOL Finalizes Rescission of EO 11246 Affirmative Action Rules, Narrows Section 503, Updates VEVRAA Thresholds

Thu, 24 Sep 2026 07:00:00 Z

On August 21, 2026, the Department of Labor (DOL) published three final rules in the Federal Register modifying federal contractors’ affirmative action obligations: formally rescinding the implementing regulations for Executive Order (EO) 11246, following EO 11246’s rescission last year; narrowing Section 503 of the Rehabilitation Act of 1973 to align with applicable law and recent EOs; and making technical changes to the Vietnam Era Veterans’ Readjustment Assistance Act (VEVRAA), including updating jurisdictional thresholds.

Rescission of EO 11246 implementing regulations – effective October 26, 2026

EO 11246 has long required covered contractors to maintain written affirmative action programs (AAPs) addressing race- and sex-based criteria. Following EO 11246’s rescission in January 2025, the DOL now formally rescinded the implementing regulations for EO 11246, which include placement goal and utilization analysis requirements for nonconstruction contractors. The agency cited additional rationales for the rescission, including eliminating legal vulnerabilities, improving efficiency of the government contracting process, decreasing employer burden and aligning the regulations with recent EOs.

Section 503 regulations modifications – effective September 21, 2026

The rule makes the following key changes to contractors’ disability affirmative action obligations under Section 503 of the Rehabilitation Act:

Eliminates the requirement that contractors invite applicants and employees to self-identify their disability status.
Rescinds the 7% utilization goal for individuals with disabilities and the corresponding utilization analyses.
Updates the Section 503 coverage threshold from $15,000 to $20,000 for inflation.
Removes references to EO 11246 and adds administrative procedures at 41 CFR Part 60-30, effective December 21, 2026.

The DOL stated the modifications fulfill EO 14219’s mandate to rescind regulations not authorized by clear statutory authority. The agency noted that the disability self-identification requirement and utilization goal were inconsistent with the Americans with Disabilities Act (ADA), and that the utilization analysis requirements were “now unworkable” given their dependence on the revoked EO 11246.

Importantly, the rule does not change reasonable accommodation requirements or the obligation to develop and maintain an AAP as to individuals with disabilities or protected veterans. Nondiscrimination provisions also remain intact, along with outreach requirements (Subpart C), complaint procedures (Subpart D) and most recordkeeping requirements.

VEVRAA regulations revisions – effective September 21, 2026

The VEVRAA revisions are modest. They remove cross-references to EO 11246, relocate administrative enforcement procedures to 41 CFR Part 60-300, and codify the coverage threshold increase from $150,000 to $200,000 (which had already been implemented in October 2025).

Next steps

The three rules have different effective dates and should be tracked accordingly. By September 21, 2026, contractors should discontinue use of the CC-305 disability self-identification form and review policies and HR systems for compliance with remaining disability affirmative action obligations. By October 26, 2026, contractors should retire any remaining race- and sex-based AAP obligations. Contractors should also consult employment counsel regarding previously collected self-identification data and remain mindful that Title VII, the ADA, and applicable state and local antidiscrimination laws continue in full force. VEVRAA obligations remain largely unchanged.

If you have any questions about these developments, please reach out to a member of the Cooley employment team.

USDA Disclosure Rule Could Snag Energy Project Deals

Thu, 24 Sep 2026 03:49:00 Z

Mona Dajani, partner and co-chair of Cooley’s infrastructure, real estate and energy practice, was quoted in a Law360 article on how proposed US Department of Agriculture foreign ownership disclosure requirements could increase due diligence and compliance considerations for energy infrastructure projects. Dajani noted that foreign ownership analysis could shift from a specialized issue in certain transactions to a routine part of diligence from the earliest stages of project development.

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Numeral Raises $100 Million Series C

Wed, 23 Sep 2026 17:45:00 Z

San Francisco – September 23, 2026 – Cooley advised Numeral, the AI-powered sales tax compliance platform, on its $100 million Series C, led by Insight Partners, with participation from Salesforce Ventures, Geodesic, Benchmark, Mayfield, FCVC, Y Combinator and Uncork. Numeral will use the funding to accelerate product development, expand its offering for industries including software, manufacturing, distribution and wholesale, and grow its team.

Lawyers Peter Werner, Mariah Kitchin and Joe Honeycutt led the Cooley team advising Numeral.

Cooley Bolsters Congressional Investigations Practice With Veteran Republican Capitol Hill Counsel

Wed, 23 Sep 2026 17:26:00 Z

WASHINGTON, DC – September 23, 2026 – Cooley today announced that Jessica Donlon joined the firm as a partner in its congressional investigations practice and global litigation department in Washington, DC.

Donlon’s arrival further strengthens Cooley’s Chambers-ranked bipartisan congressional investigations practice, deepening its firsthand congressional experience and ability to counsel clients through high-stakes oversight matters. She brings more than 15 years at the highest levels of congressional oversight and investigations, including senior leadership roles with the House committees on Energy and Commerce and Oversight and Government Reform, as well as the White House Office of Management and Budget (OMB).

“Since Susanne arrived in 2024, she has catapulted Cooley’s congressional investigations practice to the top of the market,” said Ian Shapiro, partner and chair of the firm’s global litigation department. “Now, as she reunites across the aisle with Donlon, few, if any, firms will have as much experience at the center of congressional oversight over the last 15 years. We are excited to deploy Donlon, Grooms and the rest of their team in the service of Cooley’s innovative clients.”

Donlon joins the firm from the US House of Representatives, where she served as general counsel to the House Energy and Commerce Committee under Chairman Brett Guthrie, and previously served as general counsel and deputy staff director to the House Oversight and Government Reform Committee under Chairman James Comer. She also served as deputy general counsel for oversight at the White House OMB, where she managed the administration’s response to congressional requests, briefings and hearings.

“Navigating congressional scrutiny requires sound judgment, credibility and a deep understanding of the people and institutions that drive decisions in Washington,” said Susanne Sachsman Grooms, partner and chair of Cooley’s congressional investigations practice. “Having worked alongside Jessica for many years, I know that her impeccable reputation and long-standing relationships across the Hill and throughout DC will be invaluable as we help clients anticipate and navigate the new oversight dynamics that could emerge following the midterm elections. We are very excited to have our clients benefit from Jessica’s extensive experience on the Hill and at OMB and the breadth of perspective that she brings to our team.”

“Cooley is the natural choice for my move into private practice,” said Donlon. “The firm advises many of the most innovative companies and industries increasingly at the center of congressional attention, and I’m excited to bring my experience to those clients while working alongside Grooms and other exceptional colleagues in the congressional investigations practice and across the global litigation department.”

Cooley’s congressional investigations practice counsels companies and individuals through their most sensitive and high-profile matters involving significant business and reputational risk. Its bipartisan team brings deep experience with the principal investigative committees in both chambers of Congress and under leadership from both parties. The team has successfully handled numerous investigations across major industries for public companies, privately held businesses, individuals and other entities facing congressional oversight. Donlon will join a team that includes numerous practitioners with deep experience on the Hill, including Heather Sawyer, Janet Kim, Sean Quinn and Vince Sampson.

Cooley’s global litigation department includes more than 500 lawyers in the US and Europe representing technology, life sciences and other innovative companies. Since 2025, Cooley has added numerous elite, next-generation lawyers to its litigation department throughout the US, including Elizabeth Prelogar, Raymond Tolentino, Ephraim McDowell, Brian Nelson, Janet Kim and Meredith Halama in DC; Simona Agnolucci, Ben Hur, Jonathan Patchen, Eduardo Santacana, Joshua Anderson and Tiffany Lin in San Francisco; Michael Rome and Brian Klein in Los Angeles; Lyndsey Kruzer, Andrea Reid, Andrew Wilkins and John Rearick in Boston; and James Kim, Tejal Shah, Sean Quinn and Michael La Marca in New York.

How AI Is Disrupting the IPO Market: Cooley CEO on New OpenAI Partnership

Wed, 23 Sep 2026 15:05:00 Z

Rachel Proffitt, Cooley partner and CEO, joined Forbes to discuss how AI is transforming the initial public offering (IPO) process and the launch of GO Public, Cooley’s AI-powered IPO tool developed with OpenAI to help lawyers identify key issues earlier in the preparation process and focus more time on higher-value analysis and judgment.

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Cooley Partner Shortlisted for Dealmaker of the Year

Tue, 22 Sep 2026 20:32:22 Z

Cooley partner Bram Couvreur was named a finalist for Los Angeles Business Journal’s (LABJ) Dealmaker of the Year for its 2026 M&A Awards. He was recognized for representing For The Record on its acquisition by Tyler Technologies in February 2026. This marks Couvreur’s second consecutive listing.

Additionally, Cooley was named as part of the deal team advising Mach Industries on its acquisition of Exquadrum, which was honored as LABJ’s M&A Deal of the Year (under $100 million).

Read the full list of honorees

Attys 'Itching' To Join Congressional Probes Of Trump Admin

Tue, 22 Sep 2026 15:11:18 Z

Susanne Grooms, partner and leader of Cooley's bipartisan congressional investigations practice, was quoted in Law360 about how congressional committees could rapidly staff up and launch investigations if control of Congress changes after the 2026 midterm elections. Grooms said Democratic members have identified a broad set of investigative priorities and would need to move quickly after the election to hire experienced personnel to pursue that agenda.

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Permission to Innovate: SEC Carves Out Path for On-Chain Stock Trading

Tue, 22 Sep 2026 15:00:00 Z

Temporary relief creates a notice-based pathway for qualifying tokenized securities venues and certain AMM liquidity providers while the SEC considers permanent rules

Bottom line: The SEC is opening a controlled pathway for secondary trading of tokenized US equities through permissioned automated market makers, but the relief is temporary and conditional.

Introduction and policy context

On September 17, 2026, the Securities and Exchange Commission (SEC) issued the long-awaited “Innovation Exemption,” an order under Section 36(a)(1) of the Securities Exchange Act of 1934 granting two forms of temporary, conditional relief. The first exempts qualifying tokenized securities venues (TSVs) from the definition of “exchange,” while the second exempts qualifying liquidity providers, termed “Covered Firms,” from the definition of “dealer” with respect to specified activity in a TSV’s automated market maker (AMM) liquidity pool. The relief expires five years after its publication, subject to earlier modification by the SEC, and the SEC has solicited comment on whether and how to revise, extend or make it permanent.^{^[1]}

The Innovation Exemption arrives at a pivotal moment. Just two days before the order was issued, the Senate rejected cloture, 49 – 50, on the motion to proceed to HR 3633, the CLARITY Act. In an accompanying statement, SEC Chair Paul Atkins expressly linked the two events, describing the exemption as a “bridge toward durable rulemaking.”^{^[2]} The implication is clear: With market-structure legislation stalled, the SEC intends to use rulemaking, exemptive orders and staff-level relief to facilitate on-chain securities activity within its existing authority. Commissioner Hester Peirce struck a similar chord, emphasizing that the exemptions should permit experimentation, self-custody and greater investor autonomy while generating the practical experience needed to inform permanent rules. Commissioner Mark Uyeda likewise characterized the order as a controlled, data-producing experiment designed to advance technology-neutral rulemaking without compromising investor protection or market integrity.^{^[3]}

Notably, the order comes on the heels of the SEC’s separate June 2026 proposal to rescind Regulation National Market System (NMS) rules 611 and 610(e), reinforcing the view that the existing NMS framework may warrant broader structural reform.^[4] The SEC’s central premise is that the NMS framework is fundamentally incompatible with AMM-based trading – including because pool-ratio pricing may not accommodate Rule 611’s trade-through requirements; continually shifting pool compositions and asset allocations complicate Rule 602(a)’s quotation obligations; and AMMs may quote at increments finer than Rule 612 permits. At the same time, the order acknowledges that the transaction, price movement and participant interaction transparency provided by AMMs may potentially obviate the need for certain existing regulations, and it identifies a range of potential benefits that AMM trading can provide for market participants, including self-custody, around-the-clock trading, fractional ownership, near-instantaneous settlement, improved sanctions screening, enhanced auditability and recordkeeping, lower operating and transaction costs, and reduced information asymmetries.^{^[5]}

The order also builds on a series of recent SEC staff statements addressing securities intermediaries and the trading of tokenized securities. First, the December 2025 custody statement identified conditions under Rule 15c3-3(b)(1) for broker-dealer physical possession or control of crypto asset securities. Second, the January 2026 statement set out a taxonomy of tokenized securities, including the distinction between issuer-sponsored and third-party-tokenized securities; further distinguished custodial third-party tokenization from synthetic third-party products; and confirmed that tokenization changes form, but not legal status. Third, the April 2026 interface statement provided a conditional, time-limited staff position for certain self-custodial interfaces used to prepare crypto asset securities transactions. Together, these statements address custody, product characterization and interfaces; the order addresses venues and liquidity providers.^{^[6]}

It is also noteworthy how the order marks a sharp departure from the prior commission’s approach. In 2022, the SEC proposed amendments to Exchange Act Rule 3b-16 that would have expanded the definition of “exchange” to encompass systems using non-firm trading interest and “communication protocols” – capturing a broad range of blockchain and decentralized finance systems, among them the very AMMs that the Innovation Exemption now seeks to accommodate. That proposal drew extensive comment and calls for clarification and was formally withdrawn effective June 17, 2025.^{^[7]}

TSV exemption from definition of ‘exchange’

The order defines a “TSV” as an organization, association or group of persons that brings together buyers and sellers of “Tokenized NMS Stock” by providing one or more AMM liquidity pools for permissioned participants and setting standards for access. The definition is functional: a website, browser extension or other software application that enables a participant to enter, display or agree to trade terms may itself form part of the TSV.^{^[8]}

A TSV that satisfies the order’s conditions is exempt from the definition of “exchange” for Exchange Act purposes and is therefore not required to register as a national securities exchange or operate under the alternative trading system (ATS) exemption. Because the TSV also falls outside the definitions of “trading center” and “market center” under Regulation NMS, the trade-through, access and other provisions of Regulation NMS applicable to those categories do not apply.^{^[9]}

The Innovation Exemption incorporates extensive guardrails designed to ensure investor protection, maintain fair, orderly, and efficient markets, and facilitate capital formation. These include:

Limited eligible securities and issuer objections. Eligible Tokenized NMS Stock encompasses both issuer-sponsored stock and third-party-tokenized stock, but excludes synthetic linked securities, security-based swaps, rights and warrants. Before listing a third-party-tokenized security, the TSV must notify the issuer of the underlying stock and allow at least 30 calendar days to elapse following receipt. A timely issuer objection bars trading, and the TSV must publicly disclose the objection within five business days.^{^[10]} The offshore issuance and trading of synthetic linked securities without issuer consent has generated significant recent controversy; the SEC accordingly scoped the order narrowly to exclude synthetic instruments and to afford issuers an objection right with respect to third-party tokenization of their stock.
Equivalent holder rights. The TSV must verify that each Tokenized NMS Stock confers the same rights and privileges as the equivalent traditional share, including economic, dividend, voting and liquidation rights. For third-party-tokenized stock, related proxy materials and issuer communications must be made available at no cost to the issuer or its shareholders. Notably, the order does not expressly require that the Tokenized NMS Stock be convertible or redeemable into a conventionally recorded share.
Permitted pairs. Tokenized NMS Stock may be paired against another Tokenized NMS Stock, a nonsecurity crypto asset (including a payment stablecoin) or a tokenized money market fund. A nonsecurity crypto asset or tokenized money market fund may trade on the TSV only when directly paired with a Tokenized NMS Stock.
Secondary trading only; registration and participant status unchanged. A TSV may facilitate only secondary trading; primary issuances and initial offerings of securities are not permitted. All offers and sales of Tokenized NMS Stock on a TSV must be registered or exempt under the Securities Act, and the TSV Exemption does not alter the registration status or other regulatory obligations of TSV Participants.^{^[11]}
Permissioned access, US nexus and eligibility. Only verified or credentialed participants and wallet addresses may trade on a TSV, though participation is not limited to institutions or registered entities. Where a third-party provider performs permissioning services on a TSV’s behalf, the TSV retains responsibility for compliance. The TSV itself must be a US person and must comply with applicable Office of Foreign Assets Control (OFAC) sanctions requirements. A TSV generally may not rely on the exemption if it includes a person subject to statutory disqualification, unless the SEC or the relevant self-regulatory organization has approved that person’s continued participation.^{^[12]}
Volume limits and broader market controls. The order categorizes Tokenized NMS Stock into two tiers that mirror the established Limit Up-Limit Down Plan and sets separate symbol and volume caps for each. A TSV may trade up to 75 Tier 1 Tokenized NMS Stock symbols, with volume in each capped at 0.25% of its prior-month average daily share volume, and up to 250 Tier 2 Tokenized NMS Stock symbols, with volume in each capped at 2.5%. Affiliated TSVs must aggregate both their trading volume and their symbol counts. These differentiated thresholds are designed to reflect liquidity differences across stocks, permit meaningful experimentation, and contain potential price dislocations or other spillovers between tokenized and conventional markets during the data-gathering period. Enforcement follows a stepped approach: The first time a TSV exceeds a volume threshold for a given stock, no action is required beyond ensuring future compliance; any subsequent breach triggers an immediate three-month pause in trading of the affected security.^{^[13]}
Transparency and recordkeeping. A TSV must make US-dollar-denominated transaction data – including symbols, price, size, time and direction – freely and publicly available in machine-readable format, updated within 10 minutes of each transaction. The TSV must also maintain comprehensive books and records covering, among other things, trading interest, execution details, permissioning information, fees, stoppages and daily share volume. In addition, the TSV must immediately notify “TSV Participants,” and promptly notify the SEC, of any event that has a significant impact on the operation of the TSV or on its participants.
Stoppages. Although a TSV may offer around-the-clock trading, it must stop trading in a Tokenized NMS Stock concurrently with any halt or suspension of the underlying stock on its primary listing exchange and immediately notify TSV Participants of the stoppage.
No leverage. A TSV may not borrow securities or nonsecurity crypto assets (whether on a secured or unsecured basis), directly or indirectly hypothecate or arrange for the hypothecation of any such assets, or extend credit to a TSV Participant for the purpose of purchasing Tokenized NMS Stock.
Built on public infrastructure. The distributed ledger applications (i.e., smart contracts) used by a TSV must be auditable, publicly available and deployed on a public, permissionless distributed ledger – meaning anyone can read or write to the ledger without authorization. This condition is designed to enhance transparency, support market integrity, and reduce systemic and operational risk by enabling TSV participants and third parties to inspect the applications, audit how trades are effected, report vulnerabilities and better assess the risks of trading on a particular TSV.^{^[14]}

Reliance on the TSV Exemption is notice-based and does not require affirmative SEC approval. It creates no presumption that the TSV would otherwise constitute an “exchange.” In order to qualify for the TSV Exemption, the TSV must publish a detailed notice on its website at least 30 calendar days before commencing operations and, within one business day after publication, notify the SEC by email providing contact information and the notice URL. The notice must disclose, among other things, that the TSV is not registered with the SEC, is not subject to Regulation NMS, and is not subject to the fair-access requirements applicable to registered exchanges and certain ATSs. Once operational, the TSV must update its notice within five business days for new or ceased listings, volume-related pauses, issuer objections and material inaccuracies; 20 calendar days before material operational changes; and within 30 calendar days after quarter-end for nonmaterial changes.^{^[15]}

Covered firm exemption from definition of ‘dealer’

The order also establishes the “Covered Firm Exemption,” which provides temporary, conditional relief from the definition of “dealer” under Section 3(a)(5) of the Exchange Act for certain AMM liquidity providers. As a threshold matter, the SEC recognizes that merely supplying liquidity to an AMM pool does not, standing alone, constitute dealer activity; absent additional indicia, an AMM liquidity provider would ordinarily be characterized as a “trader” rather than a “dealer.”[16] The analysis may become less clear cut, however, where a provider also quotes prices to customers, exercises control over pricing or inventory, enters into market-making arrangements, or enters into agreements, arrangements, or understandings to provide committed capital.^{^[17]}

The Covered Firm Exemption is therefore designed to provide additional certainty for liquidity providers that deploy proprietary capital into Tokenized NMS Stock in an AMM pool operating under the TSV Exemption and that may engage in those additional activities. To qualify, a Covered Firm must: trade solely for its own account; refrain from holding customer assets; maintain records documenting its financial resources, liquidity commitments, agreements and compensation arrangements; disclose on any public-facing website that it is not a registered broker-dealer and may receive liquidity incentives; notify the SEC in writing regarding its business model, controls, arrangements and compensation; confirm that neither it nor its affiliates is subject to statutory disqualification; and consent to SEC requests for information. As with the TSV Exemption, the notification is notice-based and does not require affirmative SEC approval, and reliance creates no presumption that the firm would otherwise be a dealer.^{^[18]}

What the order does not cover

Notwithstanding the breadth of the relief granted, the Innovation Exemption leaves several significant areas of securities regulation undisturbed. The following obligations and limitations remain fully in effect and are not modified, waived or otherwise affected by the order:

Antifraud and anti-manipulation laws. The order provides no relief from Section 10(b), Rule 10b-5, insider-trading restrictions, or any other federal antifraud or anti-manipulation provision. A TSV must also disclose whether and how it monitors for spoofing, wash trading, front-running, pump-and-dump schemes and other manipulative or abusive conduct.^{^[19]}
No broader registration safe harbor. The relief is limited to the exchange status of a qualifying TSV and the dealer status of a qualifying Covered Firm. It does not exempt securities offerings from Securities Act registration, provide relief under the Investment Company Act, determine the regulatory status of token issuers or TSV Participants, or extend to securities activity conducted outside the TSV.
Broker registration unaffected. The Covered Firm Exemption applies solely to the definition of “dealer.” Any person effecting securities transactions for others, soliciting transactions, receiving transaction-based compensation or otherwise acting in a broker capacity must independently assess its broker-dealer registration obligations. The April 2026 interface statement offers only a narrow, time-limited staff position for qualifying self-custodial interfaces that prepare user-directed transactions and satisfy detailed conditions. It does not extend to interfaces that negotiate transaction terms, solicit specific securities transactions, make recommendations or provide advice, arrange financing, process trade documentation, conduct independent asset valuations, handle user assets, execute or settle transactions, or take or route orders.^{^[20]} Registered broker-dealer participants remain subject to all applicable SEC and FINRA requirements; the order solicits comment on whether additional Regulation NMS relief may be warranted but grants none.
Model- and product-specific relief. The exemption does not extend to primary offerings, synthetic tokenized products, unrestricted securities trading, leveraged activity or every on-chain trading model.

The Innovation Exemption represents a welcome and meaningful step toward enabling experimentation and innovation in the trading of tokenized securities, but significant regulatory work remains – both in refining the contours of this relief and in establishing the durable, comprehensive framework that market participants will ultimately need. Peirce separately stated that the order is “not about decentralized finance,” expressed the view that truly decentralized, permissionless systems may not require the relief, and invited market participants operating under alternative models to engage directly with the SEC.^{^[21]}

^{^[1]} SEC, Order Granting Temporary Conditional Exemptive Relief, Exchange Act Release No. 34-106402, at 1 – 7, 57, 60 (Sept. 17, 2026) (the “order”); 15 USC § 78mm(a)(1).

^{^[2]} Paul S. Atkins, Chairman, SEC, Statement on the Innovation Exemption: A Bridge Toward Durable Rulemaking (Sept. 17, 2026); US Senate, Roll Call Vote No. 234 (Sept. 15, 2026).

^{^[3]} Hester M. Peirce, Commissioner, SEC, Slumber Number: Innovation Exemption Statement (Sept. 17, 2026); Mark T. Uyeda, Commissioner, SEC, Statement on the Innovation Exemption (Sept. 17, 2026).

[4] SEC, “The Trade-Through Rule and Locked and Crossed Markets Provisions of Regulation NMS,” Exchange Act
Release No. 34-105655, 91 Fed. Reg. 36,656 (June 17, 2026) (proposed June 11, 2026).

^{^[5]} Order at 11 – 14, especially 12 – 13 (discussing Rules 602(a), 611, and 612, the potential redundancy of certain regulations, and potential benefits of TSVs and distributed-ledger technology).

^{^[6]} SEC divisions of Corporation Finance, Investment Management, and Trading and Markets, Statement on Tokenized Securities (Jan. 28, 2026); SEC Division of Trading and Markets, Statement on the Custody of Crypto Asset Securities by Broker-Dealers (Dec. 17, 2025); SEC Division of Trading and Markets, Staff Statement Regarding Broker-Dealer Registration of Certain User Interfaces Utilized to Prepare Transactions in Crypto Asset Securities (Apr. 13, 2026). Staff statements have no legal force or effect and do not alter applicable law.

^{^[7]} SEC, Amendments Regarding the Definition of “Exchange” and Alternative Trading Systems (ATSs) That Trade US Treasury and Agency Securities, National Market System (NMS) Stocks, and Other Securities, Exchange Act Release No. 34-94062, 87 Fed. Reg. 15,496 (Mar. 18, 2022); SEC, Supplemental Information and Reopening of Comment Period for Amendments Regarding the Definition of “Exchange,” Exchange Act Release No. 34-97309, 88 Fed. Reg. 29,448 (May 5, 2023); SEC, Notice of Withdrawal of Proposed Regulatory Actions, Release Nos. 33-11377, 34-103247, IA-6885, and IC-35635 (June 12, 2025) (withdrawal effective June 17, 2025).

^{^[8]} Order at 1 – 3, 7 – 10 and n.28. By comparison, the prior Rule 3b-16 proposal would have replaced “orders” with the broader concept of “trading interest” and added “communication protocols” as an example of an established, nondiscretionary method, potentially reaching systems such as AMMs. See Rule 3b-16 Fact Sheet.

^{^[9]} Order at 14 – 15.

^{^[10]} Order at 8, 21 – 23; SEC divisions of Corporation Finance, Investment Management, and Trading and Markets, Statement on Tokenized Securities (Jan. 28, 2026) (distinguishing custodial third-party tokenization from synthetic linked securities and security-based swaps); Atkins, “Bridge Toward Durable Rulemaking” (identifying “No Synthetics” and “Issuers Can Object” as key conditions). The order notes that issuers may be concerned about shareholder-register administration, price dislocation and adverse effects on the underlying stock. Order at 21 – 22.

^{^[11]} Order at 15 – 17, 22 – 23. The order also does not provide Investment Company Act relief. Id. at 7 n.22.

^{^[12]} Order at 16 – 19. The exemption is unavailable if an organization, association or person within the TSV group is subject to statutory disqualification, unless the SEC or relevant self-regulatory organization has permitted continued participation. Id. at 16. Permissioned trading may be deployed on a public, permissionless blockchain. Id. at 18 n.55.

^{^[13]} Order at 23 – 28. The SEC used the established Limit Up-Limit Down tiers, set separate symbol and volume limits to reflect liquidity differences, and explained that the limits are intended to reduce the risk that price dislocations in tokenized stock affect the broader NMS market while still allowing meaningful trading. The stepped approach applies to volume breaches, not symbol-limit breaches; affiliated TSVs must pause the same security after a subsequent breach. Id. at 26 – 28 and nn.74 – 75.

[14] Order at 10 n.31, 18 – 19 and nn.54 – 55. Required applications must be auditable, public and deployed on a public, permissionless ledger, but access to the TSV remains permissioned. Public deployment is intended to facilitate independent review, vulnerability reporting, transparency, market integrity and operational resilience. A TSV remains responsible for a third-party permissioning provider.

^{^[15]} Order at 13 n.37, 19 – 21, 28 – 47. The public notice must cover operations, access standards, assets, technology, conflicts, fees, risks, safeguards, market oversight and trading stoppages. Material changes require 20 calendar days’ advance notice; nonmaterial changes must be reported within 30 calendar days after quarter-end. Id. at 20 – 21.

[16] Section 3(a)(5)(B) excludes from “dealer” a person that buys or sells securities for its own account, individually or in a fiduciary capacity, but not as part of a regular business – the so-called “trader” exception. Dealer status remains a facts-and-circumstances inquiry. Order at 52 – 54 and nn.111 – 12; 15 USC § 78c(a)(5)(B).

^{^[17]} Order at 52 – 54.

^{^[18]} Order at 54 – 57. The Covered Firm Exemption runs in parallel with the TSV Exemption and expires on September 17, 2031. Id. at 55, 57.

^{^[19]} Order at 15 – 16, 45 – 46, 55. The order requires disclosure of whether a TSV monitors for specified forms of fraudulent or manipulative activity but does not itself mandate a particular surveillance model. Id. at 45.

[20] SEC Division of Trading and Markets, Staff Statement Regarding Broker-Dealer Registration of Certain User Interfaces Utilized to Prepare Transactions in Crypto Asset Securities (Apr. 13, 2026). The statement is a time-limited staff position under Section 15 and has no legal force or effect.

^{^[21]} Peirce, Slumber Number. Peirce’s statement reflects her individual views and is not an additional condition of the order.

FTC Challenges Interlock Tied to Beretta-Ruger Minority Investment

Tue, 22 Sep 2026 07:00:00 Z

Last week, the Federal Trade Commission (FTC) announced another “interlocking directorate” enforcement action, demonstrating the antitrust agencies’ continued aggressive enforcement of Section 8 of the Clayton Act. The proposed consent order resolves antitrust allegations arising from Beretta Holding’s minority acquisition of shares in Sturm, Ruger & Co. The order settles allegations that the agreement, which allowed Beretta to appoint two members to Ruger’s board of directors, would create an illegal interlocking directorate since the parties are direct competitors in the production and sale of firearms. This action follows the FTC’s announcement that three individuals resigned from the board of Sevita Health in September 2025 due to FTC scrutiny and recent unconfirmed reports that the Department of Justice (DOJ) is investigating a venture capital firm for potential Section 8 violations.

In the Beretta-Ruger matter, the FTC alleged that under the parties’ agreement, Beretta, a subsidiary of Upifra, agreed to increase its stake in Ruger to as much as 25% of Ruger’s outstanding shares. In exchange, Beretta obtained contractual board designation rights: The agreement provided that Ruger’s board “shall” appoint two directors sourced by Beretta to the board, with those directors included on Ruger’s slate of nominees for the 2027 and 2028 annual meetings.

Section 8 of the Clayton Act is a strict liability statute that prohibits the same person from serving as an officer or director of two competing companies, known as an interlocking directorate, regardless of whether the arrangement has any actual anticompetitive effect. The antitrust agencies have interpreted the statute, which refers to the same “person” sitting on the board of competitive corporations, to extend to “representatives” of the relevant corporations.

The rule applies when the companies compete with one another and exceed certain statutory size thresholds, unless one of the statute’s de minimis exceptions applies. Those exceptions generally exempt interlocks where the companies’ overlapping sales are relatively small, either in absolute terms or as a percentage of total sales. Section 8 also provides a one-year grace period to unwind an interlock that becomes unlawful due to changed circumstances, such as a transaction that increases competitive sales above the relevant threshold.

The FTC’s complaint alleged that this arrangement would create an illegal interlocking directorate in violation of Section 8 of the Clayton Act and an unfair method of competition under Section 5 of the FTC Act. According to the complaint, Beretta and Ruger are horizontal competitors across multiple lines of firearms, which the FTC alleged Ruger had acknowledged in its securities filings.

The FTC took particular issue with the fact that, although the agreement nominally required Beretta’s board designees to be “independent,” it lacked robust independence safeguards and permitted waiver of certain independence requirements, potentially allowing Beretta personnel or other non-independent individuals to sit on Ruger’s board. Of note, the FTC did not allege that Beretta intended to appoint an officer or director of Beretta to the Ruger board – the apparent focus was on the alleged lack of “fulsome requirements” on independence for any director. Also of note, the order does not eliminate the appointment right altogether.

The proposed consent order permits the transaction to proceed but imposes structural safeguards on Beretta’s board rights, including that Beretta:

May not appoint, nominate or otherwise cause any person to be appointed or nominated to Ruger’s board unless that person is a genuinely “Independent Director,” as defined to exclude anyone with a “Material Relationship” with Beretta or its parent.
Must give the FTC at least 15 days’ advance written notice before any board appointment, designation, nomination or election involving Ruger.
May not hire or enter into any financial or other relationship with an independent director it nominates that would compromise that director’s fiduciary duties, or that would facilitate the flow of Ruger’s nonpublic information to Beretta, for one year after that director leaves the Ruger board.
May not otherwise seek or receive Ruger’s nonpublic information from any director it nominates.

The order runs for five years, with interim and annual compliance reporting obligations, and requires Beretta to circulate the order to new board members and officers on an ongoing basis.

Why this matters

The enforcement action extends beyond officers or directors of competing corporations to appointed “representatives” and requires that those representatives be “independent.” The FTC scrutinized the substance of the independence protections in the agreement, not just the label. Contractual board rights that merely describe designees as “independent,” without a robust definition and without limits on waiver, will not insulate an interlocking directorate arrangement between competitors from scrutiny.
The current administration has shown it is broadly open to remedies, including Section 8 enforcement. Often companies remedy interlocking directorate concerns by having the offending director step down from the relevant board, but without signing a consent. Here, the FTC required a consent order, but the order does not block the appointment power outright. The FTC’s consent order provides a framework for parties considering investments in competitors, including independence requirements, information-sharing restrictions and a cooling-off period for departing directors.
The FTC is prepared to use its administrative complaint and consent order process to address board interlocks proactively, before they are ever seated. The FTC press release announcing the Beretta enforcement action stated, “This latest enforcement action serves as a warning that the FTC will take action to prevent anticompetitive board of director overlaps between competitors.”
Building on increased enforcement activity in the Biden administration, the current administration has also been focused on interlocking directorate issues, and Section 8 enforcement remains a priority. In announcing the September 2025 Sevita enforcement action that resulted in three individuals resigning from the Sevita Health board, the FTC noted, “We are committed to enforcing the Clayton Act’s prohibition on interlocking directorates, which risk suppressing competition.” This action follows attention from the DOJ and FTC to interlocking directorates, including a wave of board resignations obtained by the DOJ in 2022 and 2023 without formal litigation. Given this continued scrutiny, it is important for companies to ensure that their boards comply with Section 8, including reviewing board memberships when board members are added as a result of new investments.

Out With the Old: SEC Proposes to Trim Long-Standing Proxy Requirements

Tue, 22 Sep 2026 07:00:00 Z

On September 16, 2026, the Securities and Exchange Commission (SEC) proposed amendments intended to modernize several proxy solicitation rules under Regulation 14A of the Securities Exchange Act of 1934, as amended (Exchange Act), by eliminating the delivery deadline that applies when documents are incorporated by reference into a proxy statement (or Form S-4/F-4 prospectus), eliminating the requirement to file soliciting material for certain exempt solicitations, shortening the minimum broker search period for proxy solicitations and eliminating the requirement to deliver an annual report to security holders (proxy solicitation proposal). These changes eliminate or shorten fixed timing deadlines and duplicative filing requirements that the SEC views as outdated in light of EDGAR access and electronic communications.

The same day, the SEC also proposed separate amendments that would eliminate the federal rule allowing shareholders to include their proposals in a company’s proxy statement (Exchange Act Rule 14a-8) and would broaden companies’ ability to exercise discretionary voting authority on timely received shareholder proposals submitted outside of the Rule 14a-8 process (Exchange Act Rule 14a-4(c)). The proposing release raises distinct and significant questions of its own, including the shift of shareholder proposal rights to state law and company bylaws, and is addressed separately in our September 17 alert on that topic – SEC Proposes Rescission of Rule 14a-8: What Comes Next?

Comments on the proxy solicitation proposal and proposal to rescind Exchange Act Rules 14a-8 and 14a-4(c) are due on or before November 20, 2026.

At a glance: Current framework versus proposed changes

The proxy solicitation proposal would make several changes as follows:

Eliminate minimum delivery period for proxy statements (or Form S-4/F-4 prospectuses) incorporating documents by reference Schedule 14A (Note D.3); Forms S-4/F-4
Current framework	Proposed change
A proxy statement (or Form S-4/F-4 prospectus) that incorporates information by reference generally must be sent to shareholders at least 20 business days before the meeting	Eliminate the 20-business-day minimum delivery period entirely, on the rationale that the incorporated filings are readily accessible on EDGAR
Eliminate ‘Notice of Exempt Solicitation’ requirement Rule 14a-6(g)
Current framework	Proposed change
Shareholders beneficially owning more than $5 million of a company’s securities at the start of a written exempt solicitation must file a “Notice of Exempt Solicitation” on EDGAR	Rescind Rule 14a-6(g) in full, eliminating both the mandatory notice for large shareholders and the practice of voluntary notices by shareholders with beneficial ownership below the threshold
Shorten broker search period Rule 14a-13
Current framework	Proposed change
A company must commence its broker search – identifying how many sets of proxy materials record holders must forward to beneficial owners – at least 20 business days before the meeting’s record date¹	Shorten the minimum broker search period to five business days, citing technological advances that the SEC notes can now often be completed in as few as three days
Eliminate annual report to security holders and stock performance graph Rule 14a-3; Item 201(e) of Regulation S-K
Current framework	Proposed change
Companies electing directors must accompany or precede the proxy statement with a separate annual report to shareholders, including a stock performance graph²	For companies with a Form 10-K already on file, eliminate the separate annual report and stock performance graph requirements given their substantial overlap with Form 10-K disclosure
Addition of cover page contact information Schedule 14A/14C cover pages
Current framework	Proposed change
No requirement to identify a company representative or contact information on the cover page	Require Schedule 14A/14C cover pages to identify a company representative, including that person’s contact information – an approach similar to that taken with registration statements under the Securities Act of 1933, as amended

Why this matters: A consistent theme of technology-driven modernization

The proxy solicitation proposal is perhaps best understood as part of a broader and consistent pattern under the current SEC administration to revisit disclosure and delivery requirements designed for a paper-based world, and to recalibrate such requirements to match how investors and market participants share and process information today, primarily through EDGAR and electronic channels.³ Several recent, related developments illustrate the same underlying logic:

Tender offer timing and dissemination methods. In April 2026, the SEC’s Division of Corporation Finance (Corp Fin) issued an exemptive order halving the minimum tender offer period for qualifying negotiated, all-cash tender offers from 20 to 10 business days.⁴ Corp Fin conditioned that relief in part on the offeror issuing a widely disseminated press release with a hyperlink to the complete offer materials at commencement, rather than relying on the traditional tombstone advertisement, reflecting the same view that modern information dissemination has outpaced decades-old delivery assumptions.⁵ In July 2026, Corp Fin expanded the permissible dissemination methods for certain tender offer materials at commencement to allow a press release through a widely disseminated news or wire service containing a hyperlink to the full offer materials in lieu of a summary newspaper advertisement or a mailing to shareholders.⁶
Default electronic delivery. On July 16, 2026, the SEC proposed Regulation E-Delivery, which would make electronic delivery the default method for satisfying disclosure delivery obligations across the federal securities laws, reversing the current opt-in framework. As part of that same proposal, the SEC would eliminate the 40-calendar-day e-proxy deadline in Rule 14a-16 under the Exchange Act, on the reasoning that the deadline existed to give shareholders time to receive a paper notice, request paper materials and review them before voting – a rationale that falls away once the paper notice itself is eliminated.⁷

This same rationale drives the proxy solicitation proposal’s most significant delivery change: eliminating the 20-business-day delivery period for proxy statements and Form S-4/F-4 prospectuses that incorporate documents by reference. That period predates EDGAR and the current regime of mandatory electronic filing, and assumed shareholders needed extra time to track down materials that were not otherwise in their hands. The SEC notes that the filings eligible for incorporation by reference are now freely available on EDGAR, that it has taken numerous steps to facilitate electronic delivery, and that investors increasingly expect, and often prefer, electronic delivery of required disclosures.⁸

Those developments, the SEC concludes, have made the 20-business-day period unnecessary today independent of any other reform. The pending Regulation E-Delivery proposal reinforces the same point from another direction: Once electronic delivery becomes the default method of satisfying delivery obligations generally, including for business combination transactions, the case for retaining a paper-era mailing buffer weakens further. Rather than merely shortening the period, the SEC has proposed eliminating it outright, though it has also asked whether a shorter period should be retained instead. A company would still need to deliver a copy of any incorporated document promptly upon a shareholder’s request, preserving a paper-copy option for shareholders who want one.

Eliminating the notice of exempt solicitation

The proxy solicitation proposal would also rescind Rule 14a-6(g), eliminating the requirement for shareholders beneficially owning more than $5 million of a company’s securities to file a Notice of Exempt Solicitation on Form PX14A6G when conducting certain written exempt solicitations. This change follows a sequence of related developments:

Rising voluntary filings. The SEC cited data showing that voluntary filings had grown increasingly common: Proportion of Notices of Exempt Solicitation filed on a voluntary basis grew from roughly 40% of such filings in 2018 to roughly 80% in 2025.⁹ That rising share of voluntary filings suggests many filers were using the notice to publicize their campaign, not because the proxy rules required it.
Corp Fin’s January 2026 guidance. Corp Fin sought to curb voluntary filings by issuing guidance objecting to voluntary Form PX14A6G filings by shareholders below the $5 million threshold, reversing a long-standing practice of not objecting to such filings.¹⁰
The proxy solicitation proposal takes a different approach. Rather than continuing to police who may file voluntarily, the proxy solicitation proposal would eliminate the notice requirement for mandatory and voluntary filers alike, on the conclusion that the distinction between the two no longer serves a meaningful purpose.

Since Corp Fin’s January 2026 guidance, market participants have already turned increasingly to press releases, other media and third-party platforms to publicize campaigns – all still subject to the proxy rules’ antifraud provisions. If the notice requirement is eliminated entirely, companies will need to monitor these channels with greater frequency rather than principally relying on EDGAR to learn they are the target of an exempt solicitation.

Next steps

Companies and investors should continue to comply with the current proxy solicitation rules, including the existing 20-business-day delivery period and the Notice of Exempt Solicitation requirement, unless and until the SEC adopts final rules. Corp Fin has already signaled comfort with a shorter broker search timeline through interpretive guidance, so companies should confirm their current practice reflects that guidance in addition to monitoring this rulemaking.

The SEC has invited commenters to submit feedback before the public comment period closes on November 20, 2026. Given the 60-day comment period, final rules may not take effect before most companies have already locked in their 2027 annual meeting timelines, so proxy statement preparation and meeting planning for the 2027 proxy season should proceed on the assumption that the current framework will remain in place. Companies should nonetheless track the rulemaking closely and start thinking now about how their delivery practices, exempt solicitation monitoring and broker search procedures would need to change if the proxy solicitation proposal is adopted substantially as proposed, and companies should expect these topics to come up in shareholder engagement over the months ahead.

Cooley’s corporate governance and securities regulation attorneys are available to discuss these issues with you.

Notes

In January 2026, the SEC’s Division of Corporation Finance issued guidance stating that the Staff will not object to a broker search commenced in less than 20 business days before the record date, provided the company reasonably believes its proxy materials will be timely disseminated to beneficial owners and otherwise complies with Rule 14a-13. Proxy Rules and Schedules 14A/14C, Corporation Finance Interpretation Question 133.02 (Jan. 23, 2026).
Smaller reporting companies are not currently required to include the stock performance graph in their annual reports to security holders. See Instruction 6 to Item 201(e) of Regulation S-K and Proxy Solicitation Modernization, Proposing Release No. 34-106385 at Footnote 22 in II.A.2 (Sept. 16, 2026).
This theme is not limited to the current SEC administration. The 2023 amendments to Regulation 13D-G, adopted under the prior SEC administration, accelerated Schedule 13D and 13G filing deadlines based on a similar premise that modern systems and market infrastructure support faster information dissemination and processing. See Cooley alert, SEC Adopts Amendments to Beneficial Ownership Reporting Rules: What Investors Need To Know (Oct. 30, 2023).
The order applies to negotiated, all-cash, fixed-price tender offers for all outstanding shares of the target class, subject to a prompt target recommendation and other conditions, and does not extend to going-private transactions or cross-border offers relying on the Exchange Act’s cross-border exemptions. SEC Division of Corporation Finance, Exemptive Order for Tender Offers for Equity Securities (April 16, 2026
Corp Fin cited market efficiency, technological modernization and reduced exposure to intervening market volatility as the policy rationale for the shortened period. See Cooley M&A’s blog post SEC Exemptive Order Halves Minimum Tender Offer Period for Negotiated All-Cash Transactions (May 7, 2026).
Tender Offer Rules and Schedules, Corporation Finance Interpretation Questions 104.03 and 131.04 (July 9, 2026).
For additional information regarding Regulation E-Delivery, please refer to this Cooley alert, From Opt In to Opt Out: SEC Proposes Electronic Delivery as Default for Required Disclosures (July 22, 2026).
See Proxy Solicitation Modernization, at II.B.2.
See Proxy Solicitation Modernization, at II.C.2.
Proxy Rules and Schedules 14A/14C, Corporation Finance Interpretation Question 126.06 (Jan. 23, 2026).

AbbVie and Iambic Announce Collaboration to Accelerate AI-Driven Drug Discovery

Tue, 22 Sep 2026 05:08:00 Z

San Diego – September 21, 2026 – Cooley advised Iambic, a clinical-stage life sciences and technology company developing novel medicines through its AI-driven discovery and development platform, on its multi-year collaboration with AbbVie to accelerate the discovery and development of small molecule therapies with first-in-class and best-in-class potential across immunology, neuroscience and oncology.

Lawyers Charity Williams, Emily Mason, David Suh, Joe Perry, Rachel Thorn, David Burns, Amanda Pacheco, Charles Haley, Karen Tsai, Carol Laherty, Xander Lee and Andrew Epstein led the Cooley team advising Iambic.

Cooley Advised Harver on Acquisition of Symphony Talent

Mon, 21 Sep 2026 19:22:27 Z

Cooley advised Harver, a global leader in predictive talent assessment and reference checking, on its acquisition of Symphony Talent, a leader in recruitment marketing, employer brand, and candidate relationship management.

The transaction was announced publicly in this press release.

Kester Spindler, Danielle Fortier, Eric Walker, Ann Bevitt, Len Jacoby, Jonathan Rivinus, David Wilson and Addison Pierce led the Cooley team advising Harver.

Reid Evanich, Josh Morris, Eileen Leman, Kafeel Azher, Sam Dodson, Jordan Landers, Kathryn Sorenson, Arabella Murrison, Ally Ni and Patrick Sharma provided invaluable support.

Lisata Therapeutics Announces Acquisition of Marea Therapeutics, Concurrent $225 Million Private Placement

Fri, 18 Sep 2026 05:19:00 Z

New York – September 17, 2026 – Cooley advised the placement agents to Marea Therapeutics, a clinical-stage biotechnology company harnessing the latest advances in human genetics to develop first-in-class, next-generation medicines for cardioendocrine diseases, in connection with a $225 million private placement concurrent with its acquisition by Lisata Therapeutics (Nasdaq: LSTA). The financing included participation from leading life sciences investors including RA Capital Management, Forbion, Third Rock Ventures, Alpha Wave, Perceptive Advisors, Sofinnova Investments, Omega Funds, Surveyor Capital (a Citadel company), Columbia Threadneedle Investments, Nantahala Capital, Affinity Asset Advisors, LLC, venBio, Rock Springs Capital and other institutional investors.

Partners Evan Leitner, Darah Protas, Richard Segal and Charlie Kim and Denny Won led the Cooley team advising the placement agents.

Crusoe Raises $3.9 Billion Series F

Thu, 17 Sep 2026 19:18:00 Z

Denver – September 17, 2026 – Cooley advised Crusoe, the industry’s first vertically-integrated AI infrastructure provider, on its $3.9 billion Series F funding round, at a $30.9 billion post-money valuation. The oversubscribed round was co-led by Atreides Management, Mubadala Capital and Valor Equity Partners, alongside significant backing from new and existing investors including Founders Fund, GIC, NVIDIA, Qatar Investment Authority (QIA), Radical Ventures and TPG.

A Cooley team led by Michael Platt, Kelly Bartling, Jared Daraie and Lanny Holstein partnered with the Crusoe legal team led by Heather Ashour, assistant general counsel and Jamey Seeley, chief legal officer.

Cooley previously advised Crusoe on its $1.375 billion Series E in October 2025.

Cooley Launches GO Public With OpenAI

Thu, 17 Sep 2026 18:55:00 Z

San Francisco – September 17, 2026 – Cooley today announced the launch of Cooley GO Public, a proprietary AI-enabled offering developed by Cooley’s capital markets lawyers and legal engineers to be used with ChatGPT Enterprise to transform how companies prepare to enter the public markets. Cooley was a design partner with OpenAI to build the new experience.

The first GO Public offering enhances the Form S-1 drafting process using a system of purpose-built AI agents. Combining client information and agent-powered research with Cooley’s know-how, judgment and deep market experience, GO Public accelerates research and drafting so working groups and management teams can focus on critical strategic questions sooner.

“GO Public marks a major advance in legal service delivery, focused in an area we know deeply and designed to give clients greater speed, certainty and insight,” said Rachel Proffitt, partner and CEO of Cooley. “GO Public reflects our ongoing commitment to lead our industry as legal work becomes more technology-enabled and outcome-focused while remaining deeply grounded in human judgment. We’re excited to build on this model across our practices as we expand how AI-enabled legal services can take shape.”

Purpose-built for each IPO

Drawing on Cooley’s decade-long leadership at the top of the US IPO market[1], GO Public is designed to:

Start with the client, not a precedent. Build the initial draft leveraging company-specific information and deep research, using Cooley drafting guidance, detailed background instructions and curated precedent to inform the work.

Accelerate speed to quality. Prepare an initial, bespoke S-1 draft in minutes rather than days, allowing our team to apply substantive judgement and experience to issues sooner.

Adapt as the deal evolves. Update the S-1 as transaction terms change, with thoughtful prompts and targeted review.

Increase efficiency and predictability – including around cost. Give management teams more time to focus on running their businesses and other aspects of the IPO process while supporting more predictable planning around time, resources and spend.

Keep judgment with Cooley lawyers. Our experienced capital markets lawyers are involved every step of the way, including the legal analysis and the final work product.

Rethinking capital markets execution

GO Public’s underlying architecture also has potential applications beyond IPOs across a variety of equity and debt capital markets transactions.

“GO Public is our vision for the future of capital markets practice,” said Dave Peinsipp, partner and co-chair of Cooley’s global capital markets group. “Our collaboration with OpenAI has allowed us to rethink how this work gets done – moving lawyers and management teams more quickly through intensive preparation and into questions that require judgment, market experience and strategic thinking. We see enormous potential not only for IPOs but for capital markets transactions more broadly.”

“We want to give firms the ability to build AI around the expertise that makes them distinctive,” added Jason Boehmig, GM Legal Industry at OpenAI. “Working side by side with Cooley, our forward-deployed engineers are helping turn that expertise into tools like GO Public – combining frontier intelligence with the firm’s own data, workflows and ways of working to support lawyers through complex, high-stakes transactions.”

Extending the model through Cooley AI

GO Public is the first in a series of capabilities Cooley is developing through Cooley AI, its AI services company focused on making the firm more AI-native – enhancing how work gets done while rethinking how legal services are staffed, priced and delivered, with human judgment and client relationships at the center.

Cooley AI brings together legal, AI, data, product, engineering and operational skill and knowledge to put that strategy into practice and create more responsive, insightful and predictable experiences for clients.

Beyond capital markets, Cooley AI plans to focus initially on private companies, funds and M&A before expanding into additional practices.

About Cooley LLP

Clients partner with Cooley on transformative deals, complex IP and regulatory matters, and high-stakes litigation.

Cooley has nearly 1,400 lawyers across 19 offices in the United States, Asia and Europe, and a total workforce of more than 3,000 people.

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 consistently ranked at the top of the US IPO market over the past decade (Deal Point Data) and has advised on more venture-backed IPOs than any other firm over the past 20+ years (IPO Vital Signs, 2025).

[1] Source: Deal Point Data. Based on completed US IPOs since January 1, 2016.

Beta Bionics Announces $172.5 Million Public Offering of Common Stock and Pre-Funded Warrants

Thu, 17 Sep 2026 16:29:00 Z

San Diego – September 17, 2026 – Cooley advised Beta Bionics (Nasdaq: BBNX), a pioneering leader in the development of advanced diabetes management solutions, on its $172.5 million underwritten public offering of common stock and pre-funded warrants. Beta Bionics issued and sold 7,652,175 shares of its common stock at a price to the public of $17.25 per share and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase 1,043,484 shares of common stock at a purchase price of $17.2499 per share, which equals the public offering price per share of the common stock less the $0.0001 exercise price per share of each pre-funded warrant. In addition, the underwriters exercised their option in full and purchased 1,304,348 additional shares of common stock.

Lawyers Carlos Ramirez, Mark Weeks, Charlie Kim, Brittany Wightman, Heidi Wang, Rebeca Kinslow and Sunny Liu led the Cooley team advising Beta Bionics.

Cooley previously advised Beta Bionics on its upsized $234.6 million initial public offering and concurrent $17 million private placement in January 2025.

Cooley Advised OpenZeppelin on Acquisition by S&P Global

Thu, 17 Sep 2026 16:00:00 Z

Cooley advised OpenZeppelin, the security standard for onchain finance, on its agreement to be acquired by S&P Global.

The transaction was announced publicly in this press release.

Ben Shribman, Wesley Dietrich, Arabella Murrison, Nicola Squire, Kafeel Azher, Bethan Chalmers, Leo Spicer-Phelps, David Wilson, Eerik Kukebal and Garth Osterman led the Cooley team advising OpenZeppelin.

Marzia Di Candido, Juan Nascimbene, Mo Swart, Chris Stack, Jack Jones, Ann Bevitt, Ondrej Hajda, Morgan McCormack, Gerard O'Shea, Pia Pyrtek and Will Merriam provided invaluable support.

Electra Therapeutics Announces Upsized $350 Million IPO

Thu, 17 Sep 2026 15:47:00 Z

San Diego – September 17, 2026 – Cooley advised Electra Therapeutics, a late clinical-stage biopharmaceutical company focused on pioneering a new class of precision medicines for the treatment of immune-mediated diseases and cancer, on its upsized $350 million initial public offering (IPO). Electra Therapeutics offered 23,333,334 shares of its common stock priced at $15 per share, with a 30-day option for the underwriters to purchase up to an additional 3,500,000 shares. Electra Therapeutics’ common stock will begin trading on the Nasdaq Global Select Market on September 18, 2026, under the ticker symbol ETRA.

Lawyers Charles Bair, Sara Semnani, Charlie Kim, Dylan Kornbluth, Madhuri Roy, Scott McCall, Natasha Leskovsek, Todd Gluth and Jennifer Shanley led the Cooley team advising Electra Therapeutics. The team also included Megan Drill, Mark Windfeld-Hansen, Christian Lee, Emma Plankey, Rena Kaminsky and Karen Tsai.

Cooley previously advised Electra Therapeutics on its $183 million Series C in October 2025.

Aethlon Medical and North Immunology Announce Merger, Concurrent $180 Million Private Placement

Thu, 17 Sep 2026 07:29:00 Z

New York – September 17, 2026 – Cooley advised the placement agents to North Immunology, a privately held biotechnology company developing bispecific antibodies that target orthogonal inflammatory pathways in immune and inflammatory diseases, in connection with an approximately $180 million private placement concurrent with its merger with Aethlon Medical (Nasdaq: AEMD). The financing was supported by a syndicate of leading healthcare-focused institutional investors including Bain Capital Life Sciences, Janus Henderson Investors, Deep Track Capital, Longitude Capital, Soleus Capital, Invus, Sirenia Capital Management, funds managed by Farallon Capital Management, Adage Capital Partners and TCGX. The combined company plans to operate under the name North Immunology, Inc.

Partners Evan Leitner, Darah Protas and Daniel Goldberg led the Cooley team advising the placement agents.

SEC Proposes Rescission of Rule 14a-8: What Comes Next?

Thu, 17 Sep 2026 07:00:00 Z

On September 16, 2026, the Securities and Exchange Commission (SEC) proposed to rescind Rule 14a-8 under the Securities Exchange Act of 1934 in its entirety. If adopted, the proposal (proposed amendments) would eliminate the federal mechanism that for more than 80 years has allowed qualifying shareholders to require public companies to include their proposals in company proxy materials. In the same release, the SEC also proposed amendments to Rule 14a-4(c) that would expand companies’ ability to exercise discretionary voting authority on shareholder proposals submitted outside of the Rule 14a-8 process.

In a separate proposal issued the same day, the SEC proposed to modernize other aspects of the proxy rules, including to: eliminate the requirement that companies deliver an annual report to security holders, eliminate the delivery deadline when documents are incorporated by reference into a proxy statement, eliminate the requirement to include a stock performance graph in annual reports, eliminate the requirement and the ability to submit Notices of Exempt Solicitation (both required and voluntary filings), and shorten the minimum broker search governing the period by which record holders forward proxy materials to their customers (the beneficial owners of a company).

These are proposals, not immediate rule changes. The SEC must complete the public notice and comment process and, if it decides to proceed, adopt final rules. Any final rescission of Rule 14a-8 would likely face substantial litigation. We therefore expect that Rule 14a-8 will remain in effect through the 2027 proxy season. Even so, the proposed amendments could affect proponent behavior now. If proponents view 2027 as a possible last opportunity to use Rule 14a-8, they may use it more aggressively, including to seek company-specific proposal rights that would survive Rule 14a-8’s rescission.

Comments on the proposed amendments are due 60 days after publication of the proposing release in the Federal Register.

Key takeaways

The proposed amendments would rescind the federal shareholder proposal framework of Rule 14a-8. This would eliminate long-standing rules that allow qualifying proponents to include their proposals in a company’s proxy materials.
Do not expect proposed rules to be effective for the upcoming proxy season. The proposed amendments must move through the public notice and comment period and survive other hurdles, including likely litigation, before becoming effective. Companies should therefore plan for the 2027 season under the existing rules.
2027 could become a “last chance” season. The prospect of rescission may drive a surge in shareholder proposal submissions under Rule 14a-8, including both traditional governance proposals and proposals designed to create a shareholder proposal proxy access right that would survive a rescission of Rule 14a-8. Some companies have already received such proposals for this upcoming proxy season. Cooley’s June early proxy season alert previewed many of these themes.
Private ordering may become the central battleground. The closest analogy may be proxy access for director nominations by shareholders. After the SEC’s mandatory proxy access rule was vacated in 2011, shareholder proposals submitted under Rule 14a-8 drove company-by-company adoption of proxy access for director nominations by shareholders. Given the proposed rescission of Rule 14a-8, proponents may have only a limited window to use the Rule 14a-8 process to establish company-specific proxy access rights for shareholder proposals.
State law and governing documents would take on greater significance. Texas has already enacted an opt-in statutory framework addressing shareholder proposal rights more broadly. In Delaware, whether shareholders have an inherent right to bring precatory proposals remains unsettled; the debate could move to the legislature and the courts.
Rescission of Rule 14a-8 would redirect activism, not eliminate it. Activism efforts are likely to shift toward other strategies, including director “vote no” campaigns, proxy contests, litigation, direct engagement and targeted publicity campaigns. If adopted, the proposed Rule 14a-4(c) amendments would provide companies with greater flexibility to exercise discretionary voting authority on shareholder proposals submitted outside of the Rule 14a-8 process, subject to disclosure and an affirmative shareholder opt-out election. Importantly, however, while the proposed amendments to Rule 14a-4(c) are intended to address the concern that “zero slate” campaigns can pressure companies to include in their proxy materials shareholder proposals that might otherwise be excludable under Rule 14a-8, effectively circumventing the Rule 14a-8 process, the amendments would not prohibit zero slate campaigns. Indeed, if adopted and Rule 14a-8 is rescinded, they could further elevate zero slate campaigns as a prominent activist tool, providing a means for bringing shareholder proposals to a vote.

Rule 14a-8 in brief: An 80-year federal shareholder proposal mechanism under pressure

The SEC first adopted the federal shareholder proposal mechanism in 1942. Rule 14a-8 generally requires a company subject to the federal proxy rules to include, at the company’s expense, a qualifying shareholder proposal and any accompanying supporting statement in its proxy materials if the shareholder satisfies minimum ownership, holding period and other procedural requirements. The rule also provides procedural and substantive bases for exclusion, including ordinary business or micromanagement, substantial implementation, duplication of another proposal and resubmission of a substantially duplicative proposal.

The proposing release rests principally on the SEC’s view that Rule 14a-8 exceeds the agency’s statutory authority under Section 14(a) of the Exchange Act. The SEC takes the position that Section 14(a) authorizes regulation of the proxy solicitation process but does not authorize it to displace state law on the corporate governance question of which matters shareholders may present or require to be included in company proxy materials.

The SEC also cites independent policy reasons for rescission, including its view that some of Rule 14a-8’s original justifications are unsubstantiated in practice or less compelling today, that the rule requires the SEC to make judgments about state law, and that a uniform federal regime has inhibited development of state law and private ordering.

The proposed amendments follow the dismantling of the SEC staff’s long-standing Rule 14a-8 no-action process. For decades, companies seeking to exclude proposals routinely sought SEC staff concurrence, creating a substantial body of interpretive precedent. In November 2025, the SEC staff largely stepped back from substantive no-action responses, and on August 14, 2026, it announced that it would stop responding to shareholder proposal no-action requests altogether, while leaving companies’ obligations to provide notice of exclusions pursuant to Rule 14a-8(j) in place. See the SEC staff’s August 14, 2026, statement.

The proposed amendments also follow years of debate over the politicization of the shareholder proposal process. Proposal volume rose sharply over the past decade, with submissions approaching 1,000 at Russell 3000 companies in recent peak seasons. A relatively small group of serial individual proponents, policy-focused investment funds, labor and advocacy organizations, and, more recently, anti-ESG proponents have accounted for a significant share of submissions. Many proposals address contested social or political topics, including climate, diversity, equity and inclusion (DEI), and other environmental, social and governance (ESG) matters. SEC staff guidance has also shifted across administrations, particularly on environmental and social (E&S) proposals (see Cooley’s February 2025 client alert).

More broadly, the proposed amendments reflect the SEC’s current willingness to revisit long-standing rules it views as imposing unnecessary cost and complexity for public companies or making the public markets less attractive. Alongside other recent initiatives to reduce public company burdens and facilitate capital formation, rescinding Rule 14a-8 would be a significant step in that agenda.

What the proposed amendments would do

Rescind Rule 14a-8

The proposed amendments would rescind Rule 14a-8 in its entirety. Once effective, public companies would no longer have a federal obligation under Rule 14a-8 to include qualifying shareholder proposals in company proxy materials, and the rule’s ownership thresholds, procedural requirements, substantive exclusions and Rule 14a-8(j) exclusion notice framework would fall away with it.

Rescission would not prevent shareholders from raising matters at meetings or conducting their own solicitations. It would instead shift the default away from a uniform federal inclusion right and toward state corporate law, company charters and bylaws, advance notice provisions, and the remaining federal proxy rules governing independent solicitations.

Expand discretionary voting authority under Rule 14a-4

The proposed amendments also would amend Rule 14a-4 to broaden companies’ ability to exercise discretionary voting authority on timely received shareholder proposals submitted outside of the Rule 14a-8 process. Under current Rule 14a-4(c)(2), a proponent can prevent the company from exercising that authority by furnishing its own proxy materials to holders of at least the percentage of shares needed to approve the proposal. The proposed amendments would eliminate that solicitation threshold. Instead, a company could exercise discretionary voting authority if it satisfies the following three conditions:

Its proxy statement briefly describes the proposal and states how it intends to exercise that authority.
Its proxy card cross-references that disclosure.
It includes a check box on its proxy card allowing shareholders to prevent the company from exercising discretionary authority with respect to their individual shares. A company could use a single opt-out box for multiple proposals.

The proposed amendments to Rule 14a-4(c) are intended to address the concern that zero slate campaigns, first employed at Warrior Met Coal during the 2024 proxy season, can pressure companies to include in their proxy materials shareholder proposals that might otherwise be excludable under Rule 14a-8, effectively circumventing the Rule 14a-8 process. However, the amendments would not prohibit zero slate campaigns. Indeed, if adopted and Rule 14a-8 is rescinded, they could further elevate zero slate campaigns as a prominent activist tool, providing a means for bringing shareholder proposals to a vote. See Cooley’s 2024 proxy season alert for additional background on zero slate campaigns.

Clarify application of advance notice deadlines and amend related disclosure requirements

Proposed amendments to Rule 14a-4(c)(1) would clarify that a company’s advance notice provision, or an applicable state law provision, generally determines whether a proposal is timely received for purposes of exercising discretionary voting authority. The current 45-day federal default deadline would apply only if no such provision exists. Similarly, the proposed amendments to 14a-4(c)(1) provide that if a company did not hold an annual meeting during the prior year, or if the date of the meeting has changed more than 30 days from the prior year, any deadline established under the company’s advance notice provision, or an applicable state law provision, would govern instead of the default deadline in the current rule (which is “a reasonable time before the registrant sends its proxy materials”). Proposed amendments to Rule 14a-5(e) would, if Rule 14a-8 is rescinded as proposed, align proxy statement deadline disclosures with governing documents or applicable state law for proposals seeking inclusion in a company’s proxy materials and with amended Rule 14a-4(c)(1) for proposals not seeking inclusion. If the date of the next annual meeting changes by more than 30 days, proposed amendments to Rule 14a-5(f) would also require companies to disclose updated shareholder proposal and director-nomination deadlines, to the extent applicable.

Change preliminary proxy filing requirements

The proposed amendments also would amend Rule 14a-6 so that the submission of a shareholder proposal outside the 14a-8 process would not itself trigger a preliminary proxy filing. A preliminary filing instead would only be required when the company knows, or reasonably should know, that a nonexempt “solicitation in opposition” is being conducted by the shareholder proponent. A “solicitation in opposition” would be broadly defined to include any solicitation (other than a solicitation exempt under Rule 14a-2): subject to Rule 14a-19, to vote against or withhold votes from any of the company’s director nominee(s), to vote against a proposal that the company expressly supports in its proxy materials, and to vote in support of a proposal that the company does not expressly support in its proxy materials.

Do not expect an overnight change

The proposed amendments do not change Rule 14a-8 today. The SEC must solicit public comment, review the resulting record, and, if it decides to proceed, adopt a final rule that addresses the significant issues raised by commenters. Companies should therefore continue planning for the 2027 proxy season under the existing rule.

Significant or controversial rulemakings can take time. The SEC’s 2026 proposal to permit optional semiannual reporting, for example, reportedly generated roughly 200,000 comments and form letter submissions. A proposal to eliminate an 80-year-old federal shareholder proposal framework likewise is likely to attract substantial participation.

Any final rescission also would likely face substantial litigation. The now-stayed climate disclosure rules illustrate how rulemaking and litigation can extend the timeline: The SEC proposed the rules in March 2022, adopted them in March 2024 and stayed them after legal challenges were filed. The SEC later changed course after the 2024 election. Similar litigation here could delay effectiveness, and challengers could seek a judicial stay. With the 2028 presidential election approaching, the process could extend into another administration.

2027 could be the ‘last chance’ Rule 14a-8 season

While Rule 14a-8 is expected to remain in effect through the 2027 proxy season, the proposed amendments could have an immediate effect on proponent behavior. Many calendar-year companies begin receiving shareholder proposals in the fall, and a credible prospect of rescission could create a rush to use the federal process while it remains available, potentially reversing the recent decline in proposal volume.

That dynamic would arrive against an already unsettled backdrop. As discussed in our June 2026 shareholder proposal season review, the SEC staff’s retreat from the no-action process altered company-proponent negotiations during the 2026 season and was accompanied by increased proponent litigation. The staff’s August 2026 decision to stop responding to no-action requests entirely means companies should expect to enter the 2027 season without the substantive staff concurrence that historically provided greater predictability around exclusion decisions. As a result, exclusion decisions may require a more litigation-focused approach. Companies should identify potentially excludable proposals early, preserve the Rule 14a-8(j) notice deadline (generally 80 calendar days before filing definitive proxy materials), develop a robust legal analysis supporting any exclusion decision, and assess in advance their risk tolerance for excluding a proposal without SEC staff concurrence. Companies should also anticipate that exclusion decisions could prompt litigation, public campaigns or director-focused pressure, and consider whether early engagement with proponents may help mitigate those risks.

Under these circumstances, some companies may prefer to skip the exclusion or negotiation process and simply allow many proposals to go to a vote, particularly on less sensitive topics or where low support is expected. Conversely, the SEC’s stated view in the proposing release that Rule 14a-8 exceeds its statutory authority may cause some companies to view both the litigation risk and the reputational consequences associated with exclusion as more manageable and, as a result, take more aggressive positions on whether particular proposals may be excluded.

The most consequential submissions may not be ordinary E&S or governance proposals, but proposals designed to preserve shareholder proposal rights in a post-Rule 14a-8 world. Proponents may pursue precatory proposals asking boards to adopt a shareholder proposal bylaw and, where permissible, binding bylaw amendments creating a company-specific right to submit proposals independent of Rule 14a-8. Those proposals could address ownership and holding thresholds, notice and procedural requirements, permissible subject matter, supporting statements, resubmission standards and bases for exclusion. Some companies have already received proposals on this topic for the upcoming proxy season, including proposals from a prominent conservative proponent, one of which is scheduled for a vote in October.

That makes timing particularly important. If Rule 14a-8 is rescinded and a company has no contractual or bylaw-based proposal right, shareholders may no longer have a comparable low-cost mechanism to force a proposal onto the company’s proxy card. Moreover, if the proposed Rule 14a-4 amendments are adopted, companies would have broader discretion to vote proxies on shareholder proposals submitted outside of the Rule 14a-8 process, subject to disclosure and an affirmative shareholder opt-out election. Proponents may therefore place greater emphasis on securing company-specific proposal rights while Rule 14a-8 remains available.

Private ordering: Proxy access redux?

Proxy access provides a useful precedent for company-by-company governance change. In 2010, the SEC adopted Rule 14a-11, which would have created a mandatory federal proxy access regime for shareholder director nominees. The US Court of Appeals for the District of Columbia Circuit vacated that rule in 2011. But amendments to Rule 14a-8 permitting shareholders to submit company-specific proxy access proposals survived, and those proposals became a defining governance campaign of the 2015 proxy season and ultimately drove widespread adoption of proxy access bylaws through private ordering.

The dynamic here would differ in one important respect. Proxy access private ordering was enabled by Rule 14a-8 after the mandatory federal rule disappeared. Here, Rule 14a-8 itself is the federal mechanism that may disappear. That makes the coming proxy season potentially more consequential: Proponents may seek to use Rule 14a-8 one last time to create the company-specific proposal rights that will replace it. If those proposals gain broad institutional support, market-standard terms could develop quickly, just as they did with proxy access.

Companies receiving these proposals would face strategic choices beyond a simple include-or-exclude decision. Depending on the proposal and shareholder base, a company could oppose the proposal, negotiate more tailored terms or adopt its own framework. Boards should be prepared for proposal access rights to become a mainstream governance topic rather than a niche procedural issue.

Could alternative shareholder proposal rights attract investor support?

That possibility warrants attention. Overall support for shareholder proposals, particularly E&S proposals, has declined from prior peaks, and institutional investors and proxy advisory firms have become more selective. Governance proposals involving traditional shareholder rights have proved more resilient. Proposals addressing special meeting rights, written consent, board declassification and supermajority voting requirements continue to attract comparatively strong support, and several categories achieved majority support during the 2026 season.

Tesla’s November 2025 annual meeting provides a potentially relevant data point on investor sentiment. Shareholders considered a proposal requesting that the board seek shareholder approval before adopting any bylaw amendment, as permitted under Texas law, that would impose ownership thresholds or solicitation requirements for shareholder proposals above those specified in Rule 14a-8. The proposal received approximately 49% support overall and, assuming all insiders voted against it, approximately 67% support from non-insider shareholders. Although the proposal would not itself have created a new shareholder proposal right, the result suggests that a proposal framed around preserving shareholder access to the Rule 14a-8 process could attract significant – and potentially majority – support.

There is no established market model for a Rule 14a-8 replacement bylaw today, and investor and proxy advisor views would likely depend heavily on the terms. The combination of durable support for traditional shareholder rights proposals and a perceived “now or never” dynamic means companies should treat these proposals as a real voting risk, not a theoretical one.

A key variable will be how major institutional investors and proxy advisory firms respond. If influential investors or proxy advisors adopt policies favoring shareholder proposal access bylaws, or otherwise press companies to adopt them, private ordering could accelerate quickly. If they do not, proponents may need to build support company by company.

State law could become the next battleground

Rescission would immediately raise a state law question that Rule 14a-8 has largely allowed companies and proponents to avoid: What right does a shareholder have to require that a matter be presented for a shareholder vote? Rule 14a-8 is a federal proxy rule governing when a company must include a qualifying proposal in its own proxy materials. It does not resolve all questions regarding the underlying state law right to present a proposal at a meeting. That question received relatively little attention while a broadly available federal mechanism existed, but it could become central if that mechanism disappears.

Texas has already moved in this direction. Its corporate law permits certain public companies to impose materially higher ownership and solicitation requirements for submitting shareholder proposals than those under Rule 14a-8. Those provisions were directly implicated in the Tesla proposal discussed above and provide an early example of how state law can shape shareholder proposal access.

Other states could respond by creating their own shareholder proposal regimes. Those regimes need not mirror the federal rule: States could provide a proposal right while setting ownership, holding period, solicitation or other eligibility thresholds materially different from Rule 14a-8. That could make state of incorporation and governing documents even more important to shareholder proposal access, and differences between states could become another factor in reincorporation decisions.

Delaware presents a different and still unsettled question. Delaware courts have not squarely resolved whether shareholders have an inherent right to bring precatory proposals for a vote. Recent commentary has argued that no such right exists absent a right created by statute, the certificate of incorporation, bylaws or board action; other scholars have reached the opposite conclusion. If Rule 14a-8 is rescinded, pressure may build for Delaware to address that uncertainty legislatively. One possible approach would be to codify that shareholders have no inherent right to submit precatory proposals unless the corporation affirmatively provides one, leaving the issue principally to private ordering.

Rule 14a-8 may disappear – shareholder pressure won’t

Rescission of Rule 14a-8 would eliminate a widely used tool of shareholder activists, but companies should not expect the underlying pressure to disappear. Proponents and other activists are likely to redirect their efforts toward director “vote no” campaigns, proxy contests, opposition to say-on-pay and other management proposals, litigation, direct engagement and targeted publicity campaigns. Companies also could face pressure to adopt shareholder proposal rights voluntarily.

Publicity and board-focused campaigns may become especially important. Rule 14a-8 gives proponents a relatively low-cost way to place an issue in a company’s proxy statement, attract public attention and engage the board. If that channel disappears, proponents may try to recreate the same pressure through targeted media campaigns, dedicated websites, open letters and other public pressure tactics, as well as campaigns aimed directly at directors. Some of these tactics are already emerging: During the 2026 season, proponents litigated exclusions, threatened or pursued Rule 14a-4 zero slate campaigns, and used director elections and public campaigns as alternative pressure points.

Rescission of Rule 14a-8 therefore may change the channel for shareholder activism more than the level of activism itself. For now, companies should continue preparing for the 2027 proxy season under the existing Rule 14a-8 framework while considering whether their advance notice bylaws, shareholder engagement approach, state of incorporation and broader activism preparedness remain appropriate if the federal shareholder proposal framework ultimately disappears.

Cooley Named European Lifestars Deal Adviser of the Year Finalist

Thu, 17 Sep 2026 05:23:40 Z

London – September 16, 2026 – Cooley has been named a finalist for Deal Adviser of the Year in the 2026 European Lifestars Awards, which recognize achievements across the European life sciences industry.

Introduced this year as the awards’ first law firm category, Deal Adviser of the Year recognizes law firms for their work advising on life sciences transactions and the impact of their advisory teams whose work has significantly contributed to advancing the industry through strategic guidance, innovative solutions, and value creation.

View the 2026 finalists

Winners will be announced on November 16 at the European Lifestars Awards ceremony in London.

Ninth Circuit Comet Ruling Spotlights Trade Secret Proof Burdens

Wed, 16 Sep 2026 19:30:00 Z

Cooley partners Amanda Main, Bobby Ghajar, Mark Lambert, Heidi Keefe and Erin Trenda co-authored an article for Law360 examining the Ninth Circuit’s decision to reverse a $40 million trade secret verdict in Comet Technologies USA Inc. v. XP Power LLC based on an erroneous jury instruction. The article discusses the differing burdens of proof under the federal Defend Trade Secrets Act and California’s Uniform Trade Secrets Act, as well as key considerations for litigants involving jury instructions, damages models and remedies in trade secret cases.

Read the article

2026 09 16 Sangamo Therapeutics Announces Closing of Chapter 11 Asset Sale Transactions

Wed, 16 Sep 2026 19:24:00 Z

New York – September 16, 2026 – Cooley advised Sangamo Therapeutics, a publicly traded genomic medicine company, on the closing of its asset sale transactions with PTC Therapeutics and Eli Lilly and Company as part of its Chapter 11 restructuring.

Cooley is representing Sangamo in its Chapter 11 restructuring and complex Section 363 sale process involving the company’s genomic medicine programs, platform technologies and intellectual property. Working on an accelerated timeline, the Cooley team helped structure a competitive sale process that began with Eli Lilly and Astellas Pharma serving as stalking-horse bidders and ultimately resulted in Eli Lilly and PTC Therapeutics emerging as the successful bidders following a court-supervised auction.

The winning bids together provided approximately $161 million in cash consideration at closing, plus up to $100 million in potential future milestone payments. The transactions included the sale of Sangamo’s Fabry disease program, isaralgagene civaparvovec, or ST-920, to PTC and the sale of its capsid delivery, zinc finger, and modular platforms and prion disease program, ST-506, to Eli Lilly.

Lawyers Cullen Speckhart, Marya Postner, Lauren A. Reichardt, Robert Eisenbach, Lindsey O’Crump Crow and Miriam Peguero Medrano led the Cooley team advising Sangamo.

Bulk-Power System Order: What Utilities and Industry Players Need to Know

Wed, 16 Sep 2026 18:23:00 Z

On August 26, 2026, President Donald Trump signed Executive Order 14421 (EO), declaring a national emergency arising from foreign exploitation of vulnerabilities in the bulk-power system and imposing new restrictions on transactions involving that system. While framed in country-neutral terms, the EO’s operative definitions, historical precedent and underlying threat assessment make clear that Chinese companies and China-linked supply chains likely are its principal targets. Companies that source equipment, components, software, firmware or maintenance services from Chinese manufacturers – or from joint ventures, subsidiaries or contract manufacturers with Chinese ownership or jurisdictional ties – face the most immediate exposure and should be evaluating their risk now.

China is expressly listed among countries subject to a policy of denial under International Traffic in Arms Regulations (ITAR) section 126.1 – the specific provision the EO incorporates to define “Covered Foreign Entities.” The Department of Energy’s (DOE) only prior implementing action under the predecessor 2020 order exclusively targeted Chinese-linked equipment. As discussed in detail below, final regulations implementing the EO must be published by the DOE in December; however, now is the time for companies with any Chinese nexus in their bulk-power supply chains to conduct supply chain audits, review financing contracts and assess their exposure. Companies should also consider participating in the rulemaking process to shape key definitions and provisions.

The EO prohibits “any acquisition, importation, transfer, or installation of any foreign-produced bulk-power system electric equipment (transaction) by any person, or with respect to any property, subject to the jurisdiction of the United States,” where:

A foreign country or national has any interest in the transaction (including through a supply contract).
The transaction was initiated after August 26, 2026.
The secretary of energy determines that:
1. The equipment (or associated components, software, firmware, digital services, maintenance services or remote-access capabilities) was designed, developed, manufactured or supplied by persons owned by, controlled by or subject to the jurisdiction or direction of a “Covered Foreign Entity.”
2. The transaction poses an undue risk of sabotage, subversion, unauthorized access, supply disruption or catastrophic effects on US critical infrastructure or the economy, or otherwise poses an unacceptable risk to US national security or the safety of US persons.

Scope of covered infrastructure

The “bulk-power system” encompasses facilities and control systems necessary to operate an interconnected electric energy transmission network, plus generation facilities needed for reliability, including transmission lines rated at 69 kV or higher. Local distribution facilities are expressly excluded.

Scope of covered equipment

“Bulk-power system electric equipment” is defined by a detailed illustrative list: reactors, capacitors, substation transformers, utility-scale and grid-connected inverters, battery energy storage systems, uninterruptible power supply (UPS) systems supporting critical infrastructure, generators, generation turbines, high-voltage circuit breakers, protective relaying, metering equipment and industrial control systems – including remote terminal units (RTUs), programmable logic controllers (PLCs) and intelligent electronic devices (IEDs). Agencies may also consider associated software, firmware, remote-access capabilities, life cycle maintenance and supply chain dependencies. Equipment with broader application unrelated to the identified national security concerns is excluded.

‘Foreign produced’

An article is “foreign produced” if it is not manufactured, produced or assembled in the United States. The EO provides no customs-style rules for substantial transformation, country of origin or de minimis foreign content. A product assembled domestically from foreign components may have a textual argument that the final article is not “foreign produced,” but this is not a categorical safe harbor. DOE may examine critical components, firmware, remote access and supply chain dependencies, and the EO separately prohibits transactions structured to evade its requirements.

Existing equipment

The secretary of energy may impose conditions on the continued use, operation, maintenance, servicing or updating of qualifying foreign equipment already installed before August 26, 2026, including requiring its identification, isolation, monitoring, disconnection, replacement or removal. Before ordering the more disruptive remedies, the secretary must consider reliability and safety effects, replacement availability and continuity of essential service, and may phase compliance. This does not create an immediate fleetwide “rip-and-replace” mandate, but installed assets may become subject to technical conditions, increased monitoring, restricted maintenance arrangements or accelerated replacement requirements – creating potentially material exposure for asset owners, lenders and project buyers.

Impacted industries

The EO’s practical reach will depend on DOE’s implementing rules, but its express terms create direct exposure for utilities and transmission owners/operators (particularly those procuring or operating equipment rated 69 kV or above from higher-risk jurisdictions); energy infrastructure developers across all generation technologies; grid technology, storage and inverter suppliers (the most significant expansion relative to 2020); data center developers and operators to the extent their equipment ties into the bulk-power system; equipment manufacturers and supply chain vendors facing expanded country-of-origin and ownership disclosure demands; investors, lenders and M&A participants who should add the EO to regulatory and R&W insurance diligence; and federal contractors who may be affected by forthcoming Federal Acquisition Regulation (FAR) revisions prioritizing US-manufactured energy infrastructure.

Mitigation, pre-qualification and anti-evasion

The secretary may negotiate mitigation measures as a precondition to approving an otherwise prohibited transaction and may publish a pre-qualified equipment and vendor list exempt from the prohibition, while retaining authority to later regulate even pre-qualified equipment or suppliers. Any transaction that evades, avoids or attempts to violate the order – and any conspiracy to do so – is separately prohibited. Companies should document sourcing determinations and business rationales and avoid restructurings designed to obscure country, ownership or service provider connections.

Implementation timeline

Within 120 days (by December 24, 2026), the secretary of energy – in consultation with the Office of Management and Budget, the secretaries of war and homeland security, and the national intelligence director – must publish implementing rules, including criteria for identifying Covered Foreign Entities and licensing procedures for otherwise prohibited transactions. Within 180 days (by February 22, 2027), the secretary must submit recommended FAR revisions to integrate national security screening into federal energy infrastructure procurement and prioritize US-manufactured equipment; the FAR Council then has 90 days to consider proposing those revisions for notice and comment.

As a first step toward implementation, on September 9, 2026, DOE published a request for information (RFI) seeking stakeholder input on key implementation questions, including the scope of covered equipment and transactions, risks associated with Covered Foreign Entities, supply chain and remote-access practices, mitigation of existing equipment, licensing and pre-qualification procedures, domestic manufacturing capacity, federal procurement, and potential economic, reliability, safety and small-entity impacts. Written responses are due by October 9, 2026.

Broader scope than prior bulk-power regulation

The EO is not the first attempt to regulate foreign equipment in the bulk-power system. On May 1, 2020, the first Trump administration declared a similar national emergency and authorized DOE to prohibit transactions involving equipment connected to “foreign adversaries.” DOE implemented that order in December 2020 with a Prohibition Order targeting limited transmission-level equipment from China at critical defense facilities. However, full implementation of this effort was suspended in January 2021 with the change in administration. Several features distinguish the 2026 EO from its predecessor.

First, existing, already-installed equipment is now in scope. The 2020 order applied only to transactions initiated on or after specified effective dates; neither it nor the Prohibition Order reached previously installed equipment. The 2026 order expressly authorizes the secretary to require isolation, disconnection, replacement or removal of qualifying equipment installed before the order, subject to reliability and phased-compliance safeguards – materially expanding reach into the existing installed base.

Second, the covered entity standard has broadened. The 2020 order turned on “foreign adversary.” The 2026 order uses “Covered Foreign Entity,” defined to include countries or persons connected to a government subject to a US arms embargo or sanctions regime under ITAR, or that the secretary determines is engaged in conduct detrimental to US national security or foreign policy. This is broader in structure – embracing sanctions- and embargo-linked jurisdictions generally – and gives the secretary considerable discretion to designate additional countries or entities case by case.

Third, equipment coverage now expressly reaches grid modernization technology. The 2026 order’s illustrative list calls out utility-scale and grid-connected inverters, battery energy storage systems, UPS systems supporting critical infrastructure, and associated software, firmware, digital services and remote-access capabilities – categories not covered by the 2020 order or its narrower Prohibition Order (which centered on transformers, circuit breakers and reactive power equipment at 69 kV and above).

The order also follows the Federal Communications Commission’s (FCC) recent addition of foreign-produced power inverters to its Covered List. The FCC and DOE frameworks use different legal authorities and triggers; companies procuring or supplying inverters should conduct a parallel analysis rather than assuming compliance under one regime resolves the other.

Ambiguities and open interpretive questions

Several aspects of the EO are unresolved and will depend on DOE’s implementing rules, due by December 24, 2026. We flag these because they bear directly on near-term considerations:

When is a transaction “initiated”? The EO does not define this term, nor does it explain whether acquisition, importation, transfer and installation are separate transactions for timing purposes. It is unclear how the term applies to purchase orders placed but not yet performed before August 26, 2026, deliveries or payments under pre-existing master supply agreements, or change orders and amendments. This is especially important for equipment with multistage procurement: A contract may have been signed before August 26 while manufacturing, importation and installation occur afterward. Because the EO applies “notwithstanding any contract entered into or any license or permit granted prior to the date of this order,” pre-existing contractual protections may not shield a transaction that DOE treats as “initiated” after the effective date. Companies should not assume a pre-August 26 contract places all subsequent performance steps outside the EO’s reach.
Which countries and entities will be designated Covered Foreign Entities? The definition combines an objective prong (countries subject to a US arms embargo or ITAR-referenced sanctions regime) with a discretionary prong (persons the secretary determines are engaged in conduct detrimental to US national security or foreign policy). Until DOE publishes designations, affected companies cannot be certain which suppliers, countries or ownership structures are covered – even though the underlying prohibition is already in effect.
How will DOE apply the “owned by, controlled by, or subject to the jurisdiction or direction of” standard? This test is not further defined – no percentage ownership threshold, no guidance on indirect or minority ownership, joint ventures or contractual control. Several additional undefined concepts will determine practical reach: “critical component,” “critical infrastructure” for covered UPS systems, “foreign manufactured or operated” for existing equipment, and the degree of foreign component, software or service content sufficient to establish a Covered Foreign Entity nexus. These questions are particularly significant for minority investments, joint ventures, third-country subsidiaries, contract manufacturers, dual-sourced products, and equipment assembled domestically but reliant on foreign firmware or ongoing foreign technical support.
What does the pre-qualified vendor list process look like? The EO allows, but does not require, the secretary to publish a pre-qualified list and expressly reserves authority to later regulate even pre-qualified equipment. It is unclear whether or when DOE will publish such a list, what certification process vendors would follow, and how much reliance companies can place on it given that reserved authority.

China-specific implications

The order does not name China in its operative text; “Covered Foreign Entity” is defined generically by reference to US arms embargo or sanctions status or through a case-by-case determination. However, China is expressly listed among countries subject to a policy of denial under ITAR section 126.1, the specific provision incorporated into the definition. On its face, this may reach beyond Chinese state-owned enterprises or companies on US sanctions and export-control lists, creating potential exposure for privately owned companies organized in China and certain subsidiaries, joint ventures, and suppliers whose relationship to China is jurisdictional rather than equity-based. Several additional features point to particular relevance for China-linked entities and supply chains.

Direct historical precedent targeting China

DOE’s only prior implementing action under the 2020 order targeted equipment manufactured or supplied by persons owned by, controlled by or subject to the jurisdiction or direction of China, based on DOE’s assessment that the Chinese government was “equipped and actively planning to undermine the electric power system in the United States.” Companies should expect DOE to draw on this factual record when implementing the 2026 order, making Chinese-linked equipment and suppliers a likely early focus of forthcoming designations.

China-linked AI and grid-technology intersections

The order’s threat rationale explicitly ties bulk-power system security to “advanced manufacturing, data centers, artificial intelligence, and defense production.” Given the administration’s broader scrutiny of Chinese involvement in AI infrastructure, DOE may initially focus on grid technologies with Chinese-origin software, cloud or remote-access components. Potential targets include grid-connected inverters, battery management software and remote-monitoring or predictive-maintenance platforms, particularly when integrated with AI-driven grid optimization or data center energy management.

Potential transaction restrictions

Because the prohibition reaches any transaction where a foreign country or national has any interest – including through a contractual interest in equipment supply – transactions with Chinese equipment manufacturers, joint venture partners or component suppliers initiated after August 26, 2026, are at risk of being deemed void or subject to unwinding if DOE later designates the relevant entity or country as a Covered Foreign Entity, notwithstanding any prior contract, license or permit. Companies with pending or planned procurement from Chinese-linked suppliers should treat this as an active transaction risk during the pre-implementation period.

Practical guidance and action steps

Inventory pipeline transactions and the existing installed base

Identify all pending, planned or recently initiated (on or after August 26, 2026) acquisitions, imports, transfers or installations of qualifying bulk-power system equipment, mapping each supplier’s country of manufacture, ultimate ownership, and the origin of associated software, firmware, maintenance services and remote-access capabilities. In parallel, compile an inventory of currently installed equipment by manufacturer, country of origin and ownership/control chain so the company can quickly assess exposure if DOE designates a Covered Foreign Entity.

Build supply chain disclosure into contracts and do not assume pre-existing contracts provide protection

Update procurement templates and requests for proposals (RFPs) to require supplier certifications on country of manufacture, beneficial ownership, and origin of embedded software, firmware, remote access and maintenance services. New and amended contracts should address notification obligations, audit rights, product substitution and domestic sourcing rights, cooperation with DOE inquiries, and allocation of removal, replacement and delay costs. Because the EO applies “notwithstanding any contract entered into or any license or permit granted prior to the date of this order,” companies should not treat existing master supply agreements, purchase orders or long-term contracts as insulating a transaction from the prohibition.

Monitor DOE’s implementing rulemaking and vendor list developments

DOE’s rules are due by December 24, 2026, and will define Covered Foreign Entities, identify equipment warranting scrutiny and establish licensing procedures. Companies with material exposure should build a process to reassess procurement and vendor decisions promptly after publication. If DOE publishes a pre-qualified vendor list, treat qualification as an increasingly important procurement input – while recognizing that DOE retains authority to regulate even listed equipment or vendors.

Coordinate diligence across overlapping regimes

This order operates alongside the Committee on Foreign Investment in the United States (CFIUS), Federal Energy Regulatory Commission/North American Electric Reliability Corporation (FERC/NERC) supply chain standards, the FCC’s Covered List for foreign-produced power inverters, and other China-specific restrictions (such as foreign entity of concern rules for certain tax credits). Compliance under one regime does not resolve the others; companies should coordinate workstreams rather than treating them as independent silos.

Develop technical mitigations and incorporate the EO into deal diligence

For higher-risk equipment, evaluate whether remote access can be eliminated, firmware independently validated, networks segmented and maintenance localized. Transaction teams should assess potential DOE restrictions as part of regulatory, sanctions and supply chain diligence; purchase agreements and financing documents may need specific disclosure schedules, covenants, closing conditions, indemnities, and reserves for remediation or replacement.

Engage counsel before initiating higher-risk transactions

Given uncertainty around when a transaction is “initiated” and which entities will be designated Covered Foreign Entities, companies contemplating significant procurement of foreign-manufactured bulk-power system equipment – particularly equipment with any China nexus – should seek legal input before signing or performing the transaction.

Cooley Partners Recognized on Forbes’ 2026 America’s Top Lawyers List

Wed, 16 Sep 2026 15:13:00 Z

Palo Alto – September 16, 2026 – Forbes recognized Cooley partner and CEO Rachel Proffitt alongside partners Michael Attanasio and Travis LeBlanc on its 2026 America’s Top Lawyers list, which honors lawyers defining modern legal excellence while remaining client-centered.

Forbes selected honorees through a multistage editorial process evaluating recent accomplishments, reputation, client impact, advocacy and leadership.

View the list

Cooley Advised Yardi on Acquisition of Sidero Labs

Tue, 15 Sep 2026 16:56:24 Z

Cooley advised Yardi, a leading provider of software solutions for real estate companies of all types and sizes worldwide, on its acquisition of Sidero Labs, the company behind Talos Linux, the secure open-source operating system for Kubernetes, and Omni, its fleet management platform.

The transaction was announced publicly in this press release.

Erin Kirchner, Len Jacoby, Jack Silverman, John DelMastro, Sam Dodson, Ryan Montgomery and Megan Drill led the Cooley team advising Yardi.

Cooley previously advised Yardi on its acquisition of LCP Media (2025), Deskpass (2024), and transactions related to WeWork (2024).

Cooley advised Chimagen Biosciences on Agreement to Sell Asset to GSK for Up to $750 Million

Tue, 15 Sep 2026 15:40:09 Z

Cooley advised Chimagen Biosciences, a privately held biotechnology company, on the agreement to sell a potential best-in-class trispecific T cell-engager (TCE) to GSK. Under the terms of the agreement, GSK will pay an upfront fee to acquire full global rights to the TCE programme. Chimagen will also be eligible to receive success-based development and commercial milestone payments. The agreement has a total potential value of up to $750 million.

The transaction was announced publicly in this press release.

Rama Padmanabhan, Marya Postner, Yiming Liu, Jenny Ge and Zack Gong led the Cooley team advising Chimagen.

Shawn Yu, Monica Xu, Alexander Lee, David Wilson, Hardy Zhou, Ivy Wang, Zijing Yang, Jack Jones, Eerik Kukebal, David Burns, Sharon Connaughton, Stella Sarma, Zhijing Yu, Natasha Leskovsek, Tom Epps and Ben Sharrock-Mason provided invaluable support.

Cooley previously advised Chimagen Biosciences on the sale of CMG1A46, a dual CD19- and CD20-targeted T cell engager, to GSK for up to $850 million in upfront cash and milestone payments.

Tenable Holdings Announces Upsized $800 Million Convertible Senior Notes Offering

Tue, 15 Sep 2026 14:50:00 Z

San Francisco – September 15, 2026 – Cooley advised Tenable Holdings (Nasdaq: TENB), the exposure management company, on its $800 million aggregate principal amount of 0.25% convertible senior notes due 2031 in a private placement only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. This includes the full exercise of the initial purchasers’ option to purchase up to an additional $75 million aggregate principal amount of the notes.

Lawyers Jon Avina, Mischi a Marca, Jason Savich, Darah Protas, Madison Jones, Shimeng Cheng, Jayne Munger, Winda Fung, Yoni Horn and Brenna McGuire led the Cooley team advising Tenable.

Cooley previously advised Tenable on various acquisitions over the past six years, as well as its $425 million debt financing in July 2021 and $288 million initial public offering in August 2018.

Transformation Capital Closes Fund IV at $850 Million

Tue, 15 Sep 2026 02:42:11 Z

Boston – September 14, 2026 – Cooley advised Transformation Capital, the largest dedicated digital health venture and growth equity firm, on the final close of Transformation Capital Fund IV at its $850 million hard cap, exceeding its target in an oversubscribed fundraise completed this summer. Fund IV brings Transformation Capital's total assets under management to more than $2.5 billion across four funds.

Lawyers Matthew Smith, Jaclyn Rabin, Stephanie Gentile, Stacey Song, Charles Chen, Kevin Beckoff, Chris Bates, Jeewon Lee, Charles Koech, Sigan Chen, Ifunanya Okobi-Harris, Meredith Ashlock and Hardy Zhou led the Cooley team advising Transformation Capital.

Lightspeed Leads Temporal’s $550 Million Series E

Mon, 14 Sep 2026 17:45:00 Z

San Francisco – September 14, 2026 – Cooley advised Lightspeed, a global, multi-stage, venture capital firm, as the lead investor in Temporal’s $550 million Series E at a valuation of $12.55 billion. The co-leads of the round include Wellington Management, Growth Equity at Goldman Sachs Alternatives, and Tiger Global.

Lawyers Tara Capsuto, Won Lee and Haley Schubert-Nieh led the Cooley team advising Lightspeed, with support from Julia Brinton, TJ Graham, Morgan Perna and Bryan Berman.

India’s IPO Boom Is Rewriting the Exit Playbook for Global Investors

Mon, 14 Sep 2026 17:05:00 Z

Cooley partner Shashwat Tewary authored an e27 article examining how India’s deepening domestic capital base is making local initial public offerings (IPOs) a more viable exit option for global private equity and venture capital sponsors. The article explains that investors should consider the possibility of an Indian IPO earlier in the investment life cycle, as the country’s evolving public markets increasingly influence decisions around corporate structure, governance, financial reporting and eventual liquidity.

Read the article on e27.

Law 2026: John ‘Jack’ Lavoie

Fri, 11 Sep 2026 17:13:30 Z

John Lavoie, partner in charge of Cooley’s Reston office, has been recognized by Virginia Business in the law category of Virginia 500: The 2026–27 Power List, which features 500 of the most powerful and impactful leaders in Virginia across business, government, nonprofits and higher education.

Read Lavoie's profile (subscription required)

Data Center Deals Continue Benefiting Big Law Client Relationships

Fri, 11 Sep 2026 05:36:00 Z

Mona Dajani, partner and co-chair of Cooley’s infrastructure, real estate and energy practice, was quoted in a Law.com article about competition among law firms for data center work, noting that much of it stems from longstanding client relationships. Dajani also highlighted the value lawyers can provide by bridging the diverse industries involved in data center projects, including technology and utility companies, private equity, real estate and power development.

Read the article (subscription required)

Sequen AI Announces $90 Million Series B

Thu, 10 Sep 2026 19:16:00 Z

New York – September 10, 2026 – Cooley advised Sequen AI, the world’s first recursive ranking intelligence platform for the enterprise, on its $90 million Series B at a $1.44 billion valuation. The round was led by Prysm Capital, with participation from Threshold Ventures and White Star Capital.

Lawyers Ariel Rom, Liz Gold and Brittany Sanok led the Cooley team advising Sequen.

Cooley has advised Sequen since its incorporation.

Mach Industries Raises Additional $600 Million

Thu, 10 Sep 2026 19:10:00 Z

New York – September 10, 2026 – Cooley advised Mach Industries, a defense manufacturer developing advanced autonomous systems for the US military and its allies, on its $600 million continuation of its Series C financing, bringing the company's valuation to $3.7 billion. The round included participation from existing investors Ribbit Capital, Infinite Capital, Bedrock Capital and Sequoia, among others.

Lawyers Stephane Levy, Robert Warshaw, Walter Musgrave, Michael Bruno, Von Bryant, Sydney Weigert, Xander Lee, Jason Savich, Annie Froelich, Nyron Persaud, Sharon Davidov and Sharon Connaughton led the Cooley team advising Mach Industries.

Cooley previously advised Mach on its $300 million Series C funding in June 2026, its acquisition of Exquadrum in May 2026 and its $100 million Series B financing in June 2025.

The 2026 Tech Titans

Thu, 10 Sep 2026 02:13:00 Z

For the third consecutive year, Cooley partners Mike Lincoln, vice chair of the firm, and Travis LeBlanc, co-chair of the firm's cyber/data/privacy practice, have been recognized on the Washingtonian's 2026 Tech Titans list, which spotlights leading figures making an impact across the Washington, DC, technology community.

Their inclusion this year marks LeBlanc’s third appearance on the list and Lincoln’s 10th recognition by the publication.

View the full list of Tech Titans

Ratio Therapeutics Enters Into Research Collaboration and License Agreement With RayzeBio

Wed, 09 Sep 2026 15:28:00 Z

Boston – September 9, 2026 – Cooley advised Ratio Therapeutics (Ratio), a pharmaceutical company employing innovative technologies to develop best-in-class radiopharmaceuticals for cancer treatment, on its research collaboration and license agreement with RayzeBio, a clinical-stage radiopharmaceutical company with a mission to transform the lives of people with cancer, to advance a novel radiopharmaceutical program focused on two undisclosed targets.

Under the terms of the agreement, Ratio will receive an upfront payment and is eligible to receive development, regulatory and commercial milestone payments, as well as royalties on net sales. RayzeBio has an exclusive worldwide license to candidates and products developed under the program and, following completion of specified research, translational and candidate-assessment activities led by Ratio, will assume responsibility for further development, manufacturing and commercialization worldwide.

Sarah Hogan and Lauren Leonard led the Cooley life sciences partnering team advising Ratio, with support from Aaron Pomeroy on tax matters and Natasha Leskovsek on regulatory matters.

Cooley Advised GreenArrow on Acquisition of MSL Electric

Wed, 09 Sep 2026 14:28:55 Z

Cooley advised GreenArrow, a leading provider of transportation electrical services, on its acquisition of MSL Electric, a full-service electrical contracting firm based in Anaheim, California.

The transaction was announced publicly in this press release.

Kester Spindler, Jack Silverman, Jacob Clark, Jonathan Rivinus, David Walsh, Sofia Chadwick, Carly Gibbons, Rick Jantz and Karun Ahuja led the Cooley team advising GreenArrow.

Cooley previously advised GreenArrow on its acquisitions of Kuharchik Construction, Wyoming Electric & Signals, Bear Electrical Solutions, James D. Hinson Electrical, and Earthbound Electric.