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Cooley Bolsters New York Fund Formation Practice With Key Tax Hire

Thu, 21 May 2026 16:00:00 Z

New York – May 21, 2026 – Jon Brose has joined Cooley as a partner in the firm’s tax practice in New York, further strengthening the firm’s tax capabilities for its fund clients.

Brose brings deep experience advising investment funds and their sponsors on the tax aspects of fund formation and ongoing operations. His practice focuses on management entity and fund structuring, seeding arrangements, partnership and international tax issues, compensation arrangements, and transactional matters across the life cycle of investment funds. He joins Cooley from Cadwalader, where he was a partner in the tax group.

“We are excited to welcome Jon to Cooley,” said John Clendenin, partner and chair of Cooley’s global fund formation practice. “Jon’s experience advising investment managers on fund formation and operational tax matters makes him an excellent fit for our platform. As demand continues to grow from sponsors navigating increasingly complex tax and structuring considerations, Jon’s background will be a valuable resource for our fund formation clients.”

Brose has spent significant time advising investment management clients on fund-related matters, building a strong foundation in the tax issues most relevant to sponsors and managers. He has experience across a range of investment strategies and asset classes, including private equity, venture capital, credit, distressed assets, commodities, cryptocurrencies, and real estate, and he works closely with clients to deliver practical, business-oriented tax advice. Brose has received consistent industry accolades for his tax practice, including recognition from The Legal 500 US as a leading practitioner.

“I’m excited to join Cooley and focus my practice on supporting investment managers and fund sponsors,” said Brose. “Cooley’s market-leading fund formation platform and collaborative approach provide an ideal environment to work with clients as they build, grow and manage their funds.”

Cooley’s fund formation practice provides primary counsel to more than 950 investment fund organizations. The practice’s deep bench of 60+ lawyers has helped support $120 billion+ in committed capital in closings over the past five years. Its client investments span the US, China, Europe, India, Vietnam, Singapore, Israel, South America and elsewhere. The group formed the first venture capital limited partnership in the western US and has been active in China for four decades and in India for three. The team advises on every type of fund formation, including private equity, venture capital, hedge funds, fund of funds, evergreen, growth equity and other managers at all states and sizes, from individual angel funds to billion-dollar investment funds.

Cooley’s tax practice provides strategic life cycle tax advice and counseling at every stage of a client’s business. The firm handles sophisticated cross-border transactional tax structuring and annually advises on 2,500+ transactions with complex tax considerations for more than 3,000 clients across technology, life sciences, energy, telecommunications, real estate and other industries. The team focuses on all aspects of US and UK tax law and includes lawyers regularly ranked in The Legal 500 US and UK, Chambers US and UK, and Best Lawyers.

Europe’s New Tech-Licensing Rules: Evolution, Not Revolution

Thu, 21 May 2026 14:20:00 Z

On May 1, the European Union’s revised Technology Transfer Block Exemption Regulation (TTBER) and accompanying Technology Transfer Guidelines came into force. The new rules replace a framework that had been in place since 2014 – an eternity in technology markets. Four years of review and public consultation by the European Commission have produced something that is less a bonfire of the old rules than a careful spring cleaning. The 2026 reform does not rewrite the underlying competition-law logic. Rather, it updates the legal scaffolding that applies it.

In Brussels jargon, technology transfer agreements are those by which a licensor authorizes a licensee to use certain technology rights to produce goods or services. Most such deals are benign, simply spreading technology and spurring research. The TTBER accordingly grants a “block exemption” from the prohibition on competition-restrictive agreements in Article 101(1) of the Treaty on the Functioning of the European Union (TFEU), on the assumption that qualifying agreements meet the efficiency criteria of Article 101(3). Yet, this is no carte blanche. Licensing agreements that fail to satisfy specified conditions, or that contain “hardcore” restrictions, fall outside the exemption – exposing their parties to the risk of severe quasi-criminal fines and civil damages.

The new Technology Transfer Guidelines flesh out how the TTBER should be interpreted and how agreements falling outside it should be assessed. The main changes fall into four areas:

Data licensing: Data encompassed by in-scope rights fall within the TTBER, while Data Act-mandated sharing receives Article 101 comfort.
Market share thresholds: Nascent technologies attributed zero share, and the grace period for threshold breaches increases from two to three years.
Technology pools: Tighter disclosure duties, a new anti-double-dipping rule and an explicit fair, reasonable and nondiscriminatory (FRAND) obligation on pool-granted licenses are imposed.
Licensing negotiation groups: In first-ever EU guidance, a line is drawn between pro-competitive collective bargaining and buyer cartels, though no formal safe harbor is offered.

Data: the elephant in the (server) room

The TTBER covers the licensing or assignment of know-how, patents, utility models, design rights, topographies of semiconductor products, supplementary protection certificates, plant breeder’s certificates and software copyrights. Data licensing agreements, however, were conspicuously absent from the 2014 rules – even as they became ubiquitous in practice.

In the public consultation, stakeholders clamored for guidance while simultaneously warning against a blanket extension of the TTBER to all data licensing – a reflection of the sheer diversity of data types in play. The Commission has threaded the needle. Under the new guidelines (Section 3.3.2), data that qualifies as an existing technology right – production know-how, for instance – falls squarely within the TTBER. Databases protected by copyright or the database sui generis right, being the closest analogues to covered technology rights, will be assessed by analogy with the TTBER’s principles. All other data licensing must be analyzed case by case.

Two further clarifications are worth noting. Information exchanged in the context of database licensing will often not restrict competition “by object” within the meaning of Article 101 of the TFEU. However, exchanges that go beyond what is objectively necessary and proportionate will be scrutinized under the Commission’s Guidelines for Horizontal Co-operation Agreements. And data-sharing agreements mandated by Chapter II of the Data Act will generally be treated as compliant with Article 101 – unless they serve as a fig leaf for hardcore restrictions such as price-fixing or customer allocation.

Market shares: less guesswork, more grace

The TTBER’s safe harbor depends on the parties not exceeding certain market-share thresholds. For competitors, the combined share must stay below 20% on any relevant technology or product market; for noncompetitors, each party’s share must remain below 30%. That’s simple enough in theory – but in practice, calculating shares in technology markets can be devilishly difficult.

Stakeholders told the Commission as much during the consultation, prompting three targeted fixes. First, the TTBER (recital 13) now confirms that technologies which have not yet generated sales of contract products hold a market share of “zero” – a welcome reduction in uncertainty for early-stage and nascent technologies. Second, the TTBER (Article 8(d)) and Technology Transfer Guidelines (Section 3.3.2) provide further methodological guidance on how to calculate technology market shares in the first place. Third, and perhaps most practically significant, the “grace period” during which the block exemption continues to apply after shares breach the thresholds has been extended from two to three years (Article 8(e)). That extra year offers a useful buffer where market shares fluctuate on the back of new technology launches.

Technology pools: tightening the soft safe harbor

Technology pools – arrangements in which two or more parties assemble a package of technology rights for licensing to contributors and third parties alike – sit outside the TTBER itself. But the Technology Transfer Guidelines have long offered a steer for assessment, including a “soft safe harbour” for pools meeting certain conditions. In the consultation, stakeholders broadly endorsed the existing guidance but grumbled that some conditions were too vague.

The revised guidelines (Section 4.4) respond with three sharpened requirements. Pools must now effectively disclose to licensees both the individual rights included and the methodology used to assess their essentiality – though there is no obligation to evaluate every single patent in the bundle. A new “double-dipping” prohibition ensures licensees are not charged twice for the same technology (once under a bilateral license with an individual right holder and again under the pool license). And the existing FRAND condition has been tightened to make explicit that it applies to licenses granted by the pool itself, closing what was seen as an awkward gap in the prior wording.

Licensing negotiation groups: new kids on the block

Licensing negotiation groups (LNGs) – arrangements whereby technology implementers band together to negotiate license terms collectively – are the genuinely novel element of the 2026 package. The 2014 guidelines said nothing about them, for the simple reason that none were known to exist at the time. (The Commission issued its first informal guidance letter on the subject only in July 2025, in relation to the Automotive Licensing Negotiation Group).

The new guidelines (Section 4.5) now provide a framework for assessing these creatures. On the pro-competitive side, LNGs can reduce transaction costs and produce more balanced, better-informed negotiations. On the anticompetitive side, they risk exercising excessive purchasing power to drive royalties below competitive levels, facilitating downstream coordination among participating implementers or foreclosing third-party implementers.

Crucially, the Commission draws a line between genuine LNGs and buyer cartels. Groups that operate transparently, disclose their membership and confine themselves to negotiating license terms will generally not be found to restrict competition “by object.” The guidance identifies specific risk-reduction measures that LNGs can adopt – relating to market power, scope of activity and information barriers – to stay on the right side of Article 101.

Notably, the Commission chose not to offer a formal safe harbor for LNGs. Its reasoning is candid: With so little enforcement experience, prescriptive conditions risked either failing to capture genuine concerns (under-enforcement) or deterring pro-competitive arrangements (over-enforcement). The substance of what might have been safe-harbor conditions has instead been folded into the risk-reduction guidance – a pragmatic hedge.

The bottom line

The 2026 package, then, is a measured refinement rather than a rethink. The core architecture – block-exemption conditions, hardcore restrictions, individual assessment principles – remains intact. What has changed is the scaffolding surrounding it, updated to reflect a world of data licensing, fluctuating technology markets and collective negotiation that the 2014 drafters could not fully have foreseen. Companies with technology licensing agreements touching the EU market would do well to review them against the full updated framework. The consequences for getting it wrong have not become any less severe.

Engage Bio Acquired by Eli Lilly for up to $202 Million

Wed, 20 May 2026 12:28:40 Z

Cooley advised Engage Bio, a preclinical biotechnology company pioneering non-viral DNA delivery, on its acquisition by Eli Lilly for up to $202 million in cash, including an upfront payment and subsequent payments upon achievement of specified development milestones.

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

Lead team: Charity Williams, Lindsey O’Crump, Mika Mayer and Lauren Creel led the Cooley team advising Engage Bio.

Supporting team: Nitasha Bennett, Alessandra Murata, Josh Himmelstern, Allie Pilmer, Camille Awono, Emily Ianarelli, Ross Eberly, Jonathan Rivinus, Freddy Yip, Stacey Bradford, Megan Browdie, Paula Fleckenstein, Tony Guan, Andrew Epstein, Morgan Perna and Karen Tsai provided invaluable support.

Cooley Extends Run as #1 Ranked Global, US Advisor to Venture-Backed Companies

Tue, 19 May 2026 19:56:01 Z

Palo Alto – May 19, 2026

Cooley was again named the #1 law firm in the US and globally for representing companies raising venture capital, according to PitchBook’s Q1 2026 Global League Tables – a ranking the firm has held for more than six consecutive years. In addition, LSEG’s Global Private Equity & Venture Capital Review for Q1 2026 named Cooley the #1 firm for representing companies raising venture capital based on deal count, as well as the #1 law firm for venture capital firm representations based on overall deal count and overall deal value.

PitchBook also recognized Cooley as the leading life cycle firm, evidenced by its #1 ranking for deals overall in the US and globally based on representations of companies in the combination of venture capital financings, initial public offerings (IPOs), M&A and private equity transactions.

Cooley was #1 in the PitchBook year-end rankings for overall representations in VC financings across several industry sectors, including pharmaceuticals and biotech, healthcare services & systems, IT hardware, and consumer goods & services.

The firm also landed atop PitchBook’s lists for venture deal volume in multiple regions across the US, including the Great Lakes, Mountain and Midwest regions, and was second-most active in the West Coast, New England, Mid-Atlantic states, South and Southeast regions. Cooley was also #1 in the UK and Ireland PitchBook rankings and was second-most active across Europe.

Cooley is the go-to advisor to innovators and disruptors, helping turn great ideas into great companies. We are one of the most active firms globally in advising on early- and late-stage financings, IPOs and M&A, combining our multidisciplinary platform with efficient, tech-enabled resources designed to provide clients with premium counsel through each stage as they scale. Cooley is deeply connected in the venture ecosystem, working with startups, boards, management teams and investors to support more than 7,000 high-growth private companies reshaping the global economy. Our distinctive approach to client relationships, proactive problem-solving and team collaboration ensures clients have a legal partner to take their business to the next level.

Hallmarks of Cooley’s commitment to innovation include Cooley GO, a platform offering easy-to-navigate resources and document generators to help startups grow their businesses; IPO GO, an interactive resource designed specifically for executives, legal teams and finance professionals preparing to go public; and Cooley Protect, a resource providing companies the information they need to make informed decisions about patent protection and strategy.

Mentari Therapeutics Announces Merger with InMed Pharmaceuticals, Concurrent $290 Million Private Placement

Tue, 19 May 2026 17:03:00 Z

San Diego – May 19, 2026 – Cooley advised the placement agents to Mentari Therapeutics, a privately-held biotechnology company developing therapies for migraine prevention, in connection with an approximately $290 million private placement concurrent with its merger with InMed Pharmaceuticals.

The syndicate of investors was led by Fairmount with participation from Commodore Capital, Deep Track Capital, Janus Henderson Investors, a16z Bio + Health, Venrock Healthcare Capital Partners, Wellington Management, TCGX, Blackstone Multi-Asset Investing, BB Biotech, Farallon Capital, RTW Investments, LP, Vivo Capital, Perceptive Advisors and other leading investment management firms.

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

Cooley Reinforces Leading Privacy Practice for Major Tech Companies

Tue, 19 May 2026 17:00:00 Z

Washington, DC – May 19, 2026 – Cooley today announced that Meredith Halama has joined the firm as a partner in its global cyber/data/privacy group. She and her colleague Katie Cramer, who is also joining Cooley, are among the industry’s foremost leaders in the application of consumer privacy laws to advertising technology.

Together, Meredith and Katie enhance the litigation department’s cyber/data/privacy practice, which is already recognized as among the industry’s best, and reinforce its capabilities to serve major technology companies. Meredith and Katie will reside in the firm’s Washington, DC, and Denver offices, respectively.

“Cooley has long had one of the best privacy and cybersecurity practices for counseling, defense of government investigations and privacy class actions. Meredith and Katie significantly expand our counseling practice by contributing their exceptional experience in ad tech,” said Ian Shapiro, partner and chair of Cooley’s global litigation department. “They are already the primary privacy advisors to many of the world’s major technology companies. Upon their arrival, we expect them to become the same for many more Cooley clients and to collaborate with Cooley’s litigators in the defense of federal and state privacy investigations and privacy class actions.”

Meredith and Katie join Cooley from Perkins Coie, where Meredith was co-chair of the firm’s privacy and security practice. She has advised clients on privacy and ad tech for more than 20 years. Merdith served as the deputy general counsel and director of policy and compliance for the Network Advertising Initiative, the industry trade group for online advertising, prior to joining Perkins Coie.

“Meredith and Katie practice at the intersection of law, technology and commercialization – the DNA of the modern economy. They are a perfect fit for Cooley, where we represent the most innovative companies in the world,” said Travis LeBlanc, partner and co-chair of Cooley’s global cyber/data/privacy practice. “Their arrival immediately elevates the solutions we can, and will, deliver to our clients.”

“I’m excited to join Cooley’s premier privacy and data security group and the broader Cooley practice,” said Halama. “As companies confront intensifying scrutiny around their data practices, particularly with respect to marketing to consumers, and the industry continues to shift into AI-driven products, there is a growing need for practical, forward-looking guidance that enables growth while managing legal and reputational risk. Cooley’s strength in the tech sector and deep experience defending companies in privacy- and advertising-related regulatory and class action matters make it an ideal platform from which to deliver that counsel. I’m also looking forward to partnering with Cooley’s deep bench of premier privacy litigators to defend clients in the growing flood of claims and investigations concerning their practices involving the collection, use and disclosure of personal information for advertising purposes.”

Cooley’s global litigation department includes more than 500 lawyers in the US and Europe and is the leading litigation department for the representation of technology, life sciences and other innovative companies. Cooley has added numerous elite, next-generation lawyers to its litigation department throughout the US, including, since 2025, Elizabeth Prelogar, Raymond Tolentino, Ephraim McDowell, Brian Nelson and Janet Kim 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 in Boston; and James Kim, Tejal Shah and Sean Quinn in New York.

Orphai Therapeutics Sale to Quince Therapeutics

Mon, 18 May 2026 16:19:44 Z

Cooley advised Orphai Therapeutics, a clinical-stage biotechnology company, on its sale to Quince Therapeutics, a biotechnology company dedicated to unlocking the power of a patient’s own biology for the treatment of rare diseases. The acquisition brings Orphai’s lead program LAM-001, an inhaled formulation of rapamycin (mTOR inhibitor), to treat rare pulmonary diseases, into Quince’s pipeline.

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

The Cooley corporate and M&A team advising Orphai was led by Brittany Wightman, Madison Jones, Rita Sobral, Rama Padmanabhan and Ariel Rom and included associates Kyle Hess, Dillon Holdsworth, Susan Choy, John DelMastro and Mac Taggart.

Partners Ariane Andrade and Nyron Persaud and associates Mark Cornillez-Ty and Breanna Qin provided compensation and benefits advice. Partner Charity Williams and associates John Forrest, Joe Perry and Noah Goldman provided advice on intellectual property matters. Partner Jeffrey Tolin and associate Hardy Zhou advised on tax matters. Special counsel Andrew Epstein and associate Christopher Suhler advised on cyber data privacy matters. Partner Ross Eberly and associates Jacob Lahana and Alyssa Broer provided advice on labor and employment matters.

Sedona Conference Publishes Model Jury Instructions on DTSA’s 10th Anniversary

Mon, 18 May 2026 16:00:00 Z

Key takeaways

The Sedona Conference’s Trade Secrets Working Group published the first-ever model jury instructions for federal DTSA cases – the product of a multiyear, consensus-driven drafting effort – filling a long-standing gap in trade secret trial practice.
The publication is expected to promote greater uniformity in DTSA jury instructions across federal courts, though some issues will continue to be treated differently in different courts.
Both plaintiffs and defendants stand to benefit from increased certainty, including improved prospects for early resolution of disputes when both sides have a clearer picture of how key issues are likely to play out at trial.

The need for DTSA model jury instructions

The federal Defend Trade Secrets Act of 2016 (DTSA) authorizes civil claims for trade secret misappropriation. DTSA trials are complex, often combining federal claims with state trade secret claims, breach of contract and other causes of action. Given the relatively modest period of the statute’s existence, uniform federal common law under the DTSA has been slow to develop.

In the absence of jury instructions specifically tailored to the DTSA, courts and litigants have relied on instructions from state law analogs (primarily statutes modeled on the Uniform Trade Secrets Act (UTSA), Economic Espionage Act precedents and prior DTSA trial court orders) – sources less readily available and formulated for a different purpose. The result has been certain inconsistency across districts, unpredictability for clients and counsel alike, and hard-fought disputes over jury instructions conducted without the benefit of an impartial and authoritative reference.

The effects of this publication go beyond trials themselves. Jury instructions provide the framework for understanding what each party must eventually prove and how they can prove it, which in turn shapes the tenor of prelitigation disputes, pretrial discovery and – critically – settlement analysis. The Sedona Conference’s model instructions are likely to have an important impact in these areas.

The Sedona Conference Trade Secrets Working Group

The Sedona Conference is a nonprofit research and educational institute dedicated to the advanced study of law and policy in complex litigation, intellectual property, artificial intelligence, and data security and privacy. Its Working Group Series publications – developed through a consensus-driven process among practitioners, academics and jurists representing all stakeholders – are widely recognized as influential thought leadership and frequently cited by courts and others.

The model instructions were developed over three years in a collaborative process that included a public comment period.

Highlights from the model jury instructions

The instructions address the full life cycle of a DTSA misappropriation claim at trial, organized as follows:

Trade secret existence: Definition of “trade secret,” the reasonable measures and independent economic value requirements, so-called “negative” trade secrets, combination and compilation trade secrets, the “generally known” and “readily ascertainable” standards, ownership, and the interstate commerce requirement.
Misappropriation: Misappropriation by improper acquisition, unauthorized disclosure and unauthorized use – including a specific instruction that “inevitable disclosure” is insufficient to establish misappropriation.
Damages: A comprehensive framework covering actual loss (including lost profits, price erosion, increased costs, development costs, lost business value and diminution of trade secret value), unjust enrichment (including defendant profits, avoided development costs and “head start” damages), reasonable royalty, apportionment, avoidance of double recovery, and exemplary damages for willful and malicious misappropriation.

The instructions reflect several notable outcomes on key issues, while also leaving certain unresolved questions and areas of disagreement for courts to address.

Defining trade secrets with particularity

The instructions require the factfinder to determine that the plaintiff has identified alleged trade secrets “with a reasonable degree of precision and specificity.” The requirement of defining trade secrets with particularity – and the appropriate timing for such definition by the plaintiff – continues to be a hot topic in trade secret litigation, including in the high-profile Ninth Circuit decision in Quintara Biosciences Inc. v. Ruifeng Biztech, Inc. The working group’s inclusion of an instruction concerning trade secret particularity reflects that this issue may remain a focus of the litigants up to and including trial.

Rejection of inevitable disclosure doctrine

The publication includes a model instruction requiring “actual” disclosure or use for a finding of misappropriation, rather than merely a finding that such use or disclosure would be “inevitable.” As the working group acknowledges, there has long been a debate concerning the degree of overlap between the requisite showing for “threatened misappropriation” sufficient to support preliminary injunctive relief, and “inevitable disclosure” that, in some courts, has been held to qualify as sufficient for a showing of misappropriation. The instructions do not fully resolve the distinction, but clarify that misappropriation by disclosure or use requires genuine, not speculative, disclosure or use.

Reasonable measures

While courts frequently provide nonlimiting examples of factors for juries to consider whether the plaintiff took “reasonable measures” to protect the confidentiality of the trade secret, the working group recognized that any specific example offered out of context could inadvertently favor one party. The Sedona Conference publication cautions that all instructions – and particularly those on reasonable measures – must be carefully tailored to the specific claims and facts in each case. The model instructions summarize two alternative approaches to reasonable measures: listing relevant examples for the factfinder to consider or separately listing each of the plaintiff’s and the defendant’s contentions.

‘Use’ of combination trade secrets – A circuit split left unresolved

Courts are divided on whether a defendant must use “all elements” of a so-called combination or compilation trade secret to be liable, or whether use of a “substantial portion” of the alleged trade secret is sufficient. Unable to resolve this split, the working group proposed two alternative instructions – one for each standard – and left the choice to the court. Litigants should be prepared to argue for the instruction beneficial to their position in courts that have not yet addressed the question.

Unjust enrichment damages – Jury or judge?

The instructions flag an unresolved question about whether unjust enrichment damages under the DTSA are legal (entitling the parties to a jury) or equitable (reserved for the court). Consistent with the approach of most courts to date, the instructions include unjust enrichment damages provisions and note that courts often submit the issue to the jury while preserving the option to treat the verdict as advisory to the court’s own determination.

Practical implications for DTSA litigants

For parties involved in or contemplating DTSA litigation, the model jury instructions provide a well-regarded resource to frame how key issues will be presented to a jury. Because an influential organization has now reduced these principles to writing, there may be increased certainty on issues, such as defining trade secrets with particularity, ways to establish “use,” reasonable measures and damages methodologies, that previously lacked a widely accepted baseline. That increased certainty benefits both sides: Plaintiffs and defendants can more reliably assess the strength of their positions at the outset of litigation, which may facilitate more informed early settlement discussions and reduce the cost of disputes that would otherwise turn on unpredictable jury instruction battles. For potential plaintiffs, in particular, greater uniformity across federal courts may reduce the need to be selective about the jurisdictions in which to bring cases, while defendants may benefit from reduced uncertainty about how key issues will be framed, regardless of where a plaintiff chooses to file.

Data, Power and Dollars: Financing the AI Energy Boom

Mon, 18 May 2026 13:45:07 Z

Mona Dajani, partner and co-chair of Cooley’s infrastructure, energy and real estate practice, spoke on an Energy Gang podcast about her participation in the ACORE Finance Forum. She discussed how finance is structurally changing in the data centers, technology and energy sectors during the artificial intelligence (AI) boom.

Listen to the podcast

Iridium Communications Acquires Aireon

Fri, 15 May 2026 18:37:52 Z

Cooley advised Iridium Communications, a leading provider of global voice, data, and positioning, navigation, and timing (PNT) satellite services, on its agreement to acquire Aireon LLC, operator of the world's only space-based Automatic Dependent Surveillance-Broadcast (ADS-B) air traffic surveillance system.

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

Lead team: Joshua Holleman, Robert McDowell, Meredith Klionsky, Cassidy Schuma and Dennis Craig led the Cooley team advising Iridium Communications.

Supporting team: Scott Deutsch, Cristina DeBiase, Jason Shefferman, Stella Sarma, Nicollette Kirby, Sara Derhab, Patrick Sharma, Michael Bergmann, Sarah Oliai and Megan Browdie provided invaluable support.

Cooley previously advised Iridium Communications on its 2025 acquisition of Satelles.

Mirum Pharmaceuticals Announces $690 Million Convertible Senior Notes Offering

Fri, 15 May 2026 15:49:19 Z

New York – May 15, 2026 – Cooley advised Mirum Pharmaceuticals (Nasdaq: MIRM), a leading rare disease company, on its $690 million aggregate principal amount of convertible senior notes due 2032 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, which includes the full exercise of the initial purchasers’ option to purchase up to an additional $90 million aggregate principal amount of the notes.

Lawyers Jason Kent, Mischi a Marca, Jason Savich, Julia Boesch, Timothy Nguyen, Nicholaus Johnson, Kelly McCormick, Yoni Horn and Rebeca Kinslow led the Cooley team advising Mirum.

Cooley previously advised Mirum on its acquisition of Bluejay Therapeutics in December 2025, its initial public offering in July 2019, and on various other matters dating from the company’s formation in May 2018.

Litigator of the Week Runners-Up and Shout-Outs

Fri, 15 May 2026 15:39:14 Z

Cooley lawyers Raymond Tolentino, Heather Sawyer, Joshua Revesz and Dev Ranjan, earned a shout-out on the American Lawyer’s Litigator of the Week Runners-Up and Shout-Outs list for securing a preliminary injunction for its client The Endocrine Society, blocking the Federal Trade Commission’s civil investigative demand into the Society's medical views and opinions regarding gender affirming care. The team was supported by associates Alex Deitz, Elissa Lowenthal and Katie Kaufman.

Read the article (subscription required).

The Evolving Approach Chinese Companies Have Taken to Navigating US Litigation

Thu, 14 May 2026 21:00:49 Z

Cooley partner William K. Pao authored an article for Law.com discussing how Chinese companies’ approach to US litigation and regulatory scrutiny has evolved over 20 years.

Read the article

Peloton Consulting Strategic Investment from Sunstone Partners

Thu, 14 May 2026 20:48:37 Z

Cooley advised Peloton Consulting Group, an Oracle partner specializing in AI-driven transformations, on its strategic investment from Sunstone Partners, a growth-oriented private equity firm focused on technology- and AI-enabled services companies.

The transaction was announced in the following press release.

Lead team: Alfred Browne, Nick Kenyon, Sydney Sachs and Sri Ravipati led the Cooley team advising Peloton Consulting Group.

Supporting team: Ryan Montgomery, Rick Jantz, William Corcoran, Megan Browdie, Sharon Connaughton, Stella Sarma, Thomas Connors, Carly Mitchell and Kristen Mathews provided invaluable support.

Key Tronic Case Shows SEC Isn’t Ignoring Controls Violations

Thu, 14 May 2026 15:32:32 Z

Cooley lawyers Tejal Shah and Bingxin Wu authored an article for Law360 discussing the US Securities and Exchange Commission (SEC) settlement with Key Tronic and how it is a helpful reference point for other public companies engaged in settlement discussions with SEC staff.

Read the article

DoD Targets Foreign Ownership Disclosure in Proposed DFARS Rule

Thu, 14 May 2026 13:35:57 Z

The Department of Defense (DoD) issued a proposed rule on May 7, 2026, to amend the Defense Federal Acquisition Regulation Supplement (DFARS) to implement provisions of the National Defense Authorization Act (NDAA) for fiscal years 2020 and 2021, aimed at mitigating risks related to beneficial ownership and foreign ownership, control or influence (FOCI) of DoD contractors and subcontractors. Contractors and subcontractors with an award of more than $5 million (other than for commercial products and services, absent a specific determination of coverage) must disclose FOCI and beneficial ownership information prior to a covered award, modification or option exercise, implement any required mitigation to address FOCI risks, and update their disclosures throughout contract performance. Comments on the proposed rule are due by July 6, 2026.

Background

The proposed rule implements aspects of Section 847 of the NDAA for FY 2020 (Pub. L. 116-92) and Section 819 of the NDAA for FY 2021 (Pub. L. 116-283). These statutes require covered contractors and subcontractors to disclose information related to their beneficial ownership and whether they are under FOCI, including contact information for foreign beneficial owners. Further, they mandate updates to this information when changes occur during contract performance and, if necessary, that contractors mitigate any FOCI pursuant to an approved FOCI mitigation plan for the duration of the award. The proposed rule also implements elements of DoD Instruction 5205.87, which establishes procedures related to disclosing beneficial ownership and FOCI information and mitigating FOCI risk.

Who is covered

The rule proposes to apply its requirements to “covered contractors” and “covered subcontractors,” which are existing or prospective DoD contractors or subcontractors at any tier with a contract or subcontract valued at more than $5 million. The rule will not apply to the acquisition of commercial products – including commercially available off-the-shelf (COTS) items – or commercial services, unless a designated senior DoD official determines that the contract implicates a national security concern or a risk to sensitive data, systems or processes.

Key requirements

The proposed rule imposes the following obligations on covered contractors and subcontractors:

Pre-award disclosure. Offerers must submit Standard Form (SF) 328, Certificate Pertaining to Foreign Interests, and supporting documents – including contact information for each foreign beneficial owner – to the Defense Counterintelligence and Security Agency (DCSA) for review through the National Industrial Security System (NISS).
Representation at the time of offer submission. By submitting an offer, the offerer represents that it has submitted the required information in NISS, and that the information is current, accurate and complete.
Continuous disclosure and updates. Contractors must complete, update and verify the currency of the SF 328 and supporting documents, including beneficial owner contact information in NISS, before contract modifications or renewals and whenever changes occur.
FOCI risk mitigation. Contractors determined to be under FOCI must implement any required mitigation within 90 calendar days after contract award, modification or option exercise. Practically speaking, this suggests that a contractor under FOCI can nevertheless be eligible for and receive an award, modification or option exercise while under FOCI as long as it has agreed to the proposed mitigation. The contractor will then have 90 days following the award, modification or option exercise to implement the FOCI mitigation plan.
Rapid reporting of changes. If changes may result in a contractor or subcontractor under FOCI, the contractor must report the foreign or beneficial owner’s name and relevant information, as well as any “readily available information” regarding actions taken or recommended to mitigate the associated risk, within three business days of identification. If DCSA notifies the contractor that FOCI or beneficial ownership poses a risk, the contractor must undertake a plan of action to implement DCSA’s mitigation recommendations and confirm in NISS that it will comply with those recommendations within 10 business days.
Subcontract flow down. Contractors must ensure that all subcontractors with subcontracts exceeding $5 million similarly have an eligible status in NISS before subcontract award and maintain that status throughout performance. Contractors must also insert the substance of the relevant contract clause into subcontracts and other contractual instruments exceeding $5 million.

Action items for contractors

Contractors and prospective contractors doing business with DoD – particularly those with foreign investors, parent companies or other foreign interests – should take note of the following:

Review FOCI exposure now. Contractors should assess whether any foreign interest could be deemed to have ownership, control or influence over their operations. The first step in doing so is completing an SF 328 and assembling the information that accompanies the SF 328. Cooley can help answer questions about the disclosures the SF 328 requires and what such disclosures may mean for DCSA’s FOCI analysis and requirements for FOCI mitigation measures.
Verify NISS status. Contractors should confirm or initiate their NISS registration and ensure SF 328 submissions are current, accurate and complete when made.
Review subcontract terms. Contractors should anticipate the need to flow down the new clause to subcontractors on awards exceeding $5 million.
Submit comments on the proposed rule by July 6, 2026. Comments should be submitted via the Federal eRulemaking Portal at regulations.gov (searching for DFARS Case 2021-D011) or by email to osd.dfars@mail.mil with “DFARS Case 2021-D011” in the subject line.

908 Devices Inc. Acquires NIRLAB AG

Wed, 13 May 2026 15:39:11 Z

Cooley advised 908 Devices Inc., a pioneer in handheld devices for real-time chemical analysis, on its acquisition of NIRLAB AG, a privately held Swiss technology company specializing in the identification of narcotics through AI-powered near-infrared (NIR) spectroscopy.

Cooley served as U.S. counsel to 908 Devices Inc. on corporate and capital markets aspects of the transaction.

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

Lead team: Marc Recht, Rita Sobral, Brandon Fenn and Eric Blanchard led the Cooley team advising 908 Devices Inc.

Supporting team: Sydney Sawyier, Trevor Bossi, Arthur Courroy and Danbi Kim provided invaluable support.

Bluecore Acquired by Insider One

Wed, 13 May 2026 15:22:51 Z

Cooley advised Bluecore, a leading retail martech unicorn serving more than 400 US enterprise brands, on its agreement to be acquired by Insider One, the leading Agentic Customer Engagement Platform, enabling brands to deliver autonomous, end-to-end customer engagement and AI-driven growth.

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

Lead team: David Silverman, Scott Rudin, Jim Fulton, Simon Trisk, Nancy Kyei and Ethan Ebert-Zavos led the Cooley team advising Bluecore.

Supporting team: Jeffrey Tolin, Nyron Persaud, Joseph Lockinger, Mark Cornillez-Ty, Katie Benvenuti, Erika Freeman, Joy Chow, Stefan Cohen, Michael Pelle, Liz Gold, Tania Soris and Brittany Sanok provided invaluable support.

Cooley has served as primary corporate counsel to Bluecore for over ten years, advising on the company’s Series A–E financings, which collectively resulted in a $1 billion valuation.

Avantia Acquired by Carta

Wed, 13 May 2026 15:15:51 Z

Cooley advised Avantia, an AI-native law firm built for the pace and complexity of private markets, on its acquisition by Carta, one of the leading fund administration and fund operations platforms serving institutional asset managers globally.

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

Lead team: Ben Shribman, Harry Calkin and Aaron Archer led the Cooley team advising Avantia.

Supporting team: Maddie Drabble, Paula Holland, Jack Jones, Eerik Kukebal, Amy Collins, Amber Fisher, Chris Stack, Kafeel Azher and Nikki Taylor provided invaluable support.

Cooley previously advised Avantia on its Series A in October 2024.

IMPACT Therapeutics Announces HK$844 Million IPO

Wed, 13 May 2026 14:20:57 Z

Hong Kong – May 13, 2026 – Cooley advised IMPACT Therapeutics, a commercial-stage biotechnology company focused on advancing synthetic lethality-based precision anti-cancer therapies globally, on its HK$844 million initial public offering (IPO). IMPACT offered 41,977,000 H shares (subject to the over-allotment option) priced at HK$20.10 per share. The company’s shares began trading on the Hong Kong Stock Exchange on May 13, 2026, under stock code 7630.

Goldman Sachs and CICC acted as joint sponsors, overall coordinators, joint global coordinators, joint bookrunners and joint lead managers for the offering.

Lawyers Yiming Liu, Michael Yu, Hilda Li, Ying Liu, Xinwei Li and Daniel Zheng led the Cooley team advising IMPACT.

CoinDesk Live at Consensus Miami

Wed, 13 May 2026 13:33:47 Z

Cooley partner Brian Klein appeared on CoinDesk Live at Consensus Miami 2026, where he shared an update on client Roman Storm’s case and what’s ahead, and discussed the legal risks facing crypto founders amid increasingly aggressive federal enforcement.

Watch the video (3:11:42 – 3:21:48)

FCC Proposes Making Spectrum Available for ‘Weird Space Stuff’

Tue, 12 May 2026 16:48:00 Z

On March 26, the Federal Communications Commission (FCC) adopted a Notice of Proposed Rulemaking titled, “Spectrum Abundance for Weird Space Stuff,” seeking comment on ways it can make spectrum available for new space activities. The FCC proposes two pathways to opening more spectrum for new space activities: clarifying and expanding its traditional regulatory classifications and exploring new spectrum bands that can support new use cases on a dedicated basis.

Comment due date: May 11, 2026

Reply comment due date: June 8, 2026

Clarifying existing spectrum allocations

Authorizing spectrum ‘piggybacking’

The first avenue the FCC proposes for accessing additional spectrum resources for new space operations is to expand some of its existing frequency authorizations. “Piggybacking” entails a space station using the same frequencies as a separate, consenting spacecraft that is also authorized by the FCC, as long as the space station certifies that it will only use its authorization for servicing, monitoring or collaborating with the consenting spacecraft, and its operations will conform with the consenting spacecraft’s license.

Authorizing stand-alone TT&C within existing FSS allocations

The FCC also proposes authorizing applicants for emergent space operations to conduct telemetry, tracking and command (TT&C) in fixed-satellite service (FSS) bands. FSS space station licensees are routinely authorized to conduct TT&C in the same frequency bands that are allocated for FSS. This allocation would be on an unprotected, noninterference basis subject to coordination with other authorized spectrum users.

Refining definition of TT&C

In line with its proposal to authorize emergent space operations to conduct TT&C operations, the FCC also proposes an updated interpretation of the definitions of space telecommand and space telemetry to include downlink of video and other data during maneuvers, such as rendezvous and proximity operations (RPO) or docking with other spacecraft, eliminating concerns that the current definitions could be narrowly construed to exclude those activities.

Existing service allocations

The FCC reviews requests to operate space stations within specific service allocations on a case-by-case basis and does not plan on abandoning this approach. In response to concerns regarding potential interference of new applicants requesting service in existing bands, the FCC clarifies that it will not preemptively exclude operators from applying to use frequencies in any service allocation where their operations could justifiably fit. The FCC’s rules already require applicants to demonstrate compliance with International Telecommunication Union (ITU) rules and recommendations and subject applicants to FCC review.

New spectrum bands for emergent space operations

The second avenue that the FCC is considering for new space operations is making available frequency bands that are already allocated for nonfederal use. The FCC is particularly interested in bands that are either not shared with federal users or are shared with federal users but are not intensively used and are allocated for federal use on a secondary basis. The main bands the FCC is considering are the 2320-2345 MHz band, 2315-2320 MHz and 2345-2350 MHz bands, 2305-2315 MHz and 2350-2360 MHz bands, and intersatellite links. While these frequency bands are the focus of the FCC at present, it seeks comment on any additional bands that may be suitable.

2320-2345 MHz band

The 2320-2345 MHz band is exclusively used by SiriusXM to provide satellite radio service (SDARS), and no other federal operations are authorized to operate in it. As such, the FCC proposes creating a secondary allocation for SOS operations in the Earth-to-space direction, as well as allowing SiriusXM to lease use of the spectrum to earth station licensees.

2315-2320 MHz and 2345-2350 MHz bands

These bands serve as the “guard band” spectrum between SDARS and terrestrial operations. The FCC proposes utilizing these bands in the same way as the 2320-2345 MHz band for command uplinks.

2305-2315 MHz and 2350-2360 MHz bands

The FCC seeks input on the potential to create a secondary allocation for SOS operations in the Earth-to-space direction and allowing AT&T, which has near-exclusive use, to lease the spectrum.

Intersatellite links

The FCC also proposes authorizing licensed satellite operators to use their FCC-licensed satellites and intersatellite links to provide TT&C and data downlinks in support of new space operations without the need to file a modification or obtain additional FCC authorization. This would allow the use of off-the-shelf equipment and already established ground and space infrastructure. It could also potentially open up a new avenue of business for established non-geostationary orbit (NGSO) or geostationary orbit (GSO) space station licensees.

OpenAI Forms New Joint Venture, OpenAI Deployment Company, and Acquires Tomoro

Tue, 12 May 2026 16:28:35 Z

Cooley advised OpenAI on the formation of OpenAI Deployment Company, a private-equity backed joint venture designed to help organizations build and deploy AI systems they can rely on every day across their most important work. This is a committed partnership between OpenAI and 19 leading global investment firms, consultancies, and system integrators.

Lead team: Ben Beerle, Amelia Davis, TJ Graham, Eileen Marshall, Stephanie Gentile, Scott McCall, Katie Rosati, Seamus Howard, David Zhou, Calvin Lee and Mark Cornillez-Ty led the Cooley team advising OpenAI on the formation of this joint venture.

In connection with the OpenAI Deployment Company’s launch, Cooley also advised OpenAI on its agreement to acquire Tomoro, an applied AI consulting and engineering firm that helps enterprises turn AI into operational advantage. The acquisition will bring approximately 150 experienced Forward Deployed Engineers and Deployment Specialists to the OpenAI Deployment Company from day one.

Lead team: Ben Shribman, Ben Beerle, Laurence Nelson, Arabella Murrison, David Wilson, Jack Jones, Ondrej Hajda, Paula Holland, Bethan Chalmers, Kafeel Azher, Chris Stack, Chris Coulter, Leo Spicer-Phelps, Amber Fisher, Olivia Anderson and Eerik Kukebal led the Cooley team advising OpenAI on this acquisition.

These transactions were announced publicly in the following press release, which can be viewed here.

A* Announces $450 Million Fund III

Tue, 12 May 2026 15:22:00 Z

Palo Alto – May 12, 2026 – Cooley advised A*, an early-stage venture capital firm leading the shift from transactional capital to meaningful partnerships, on its $450 million Fund III.

Lawyers Jimmy Matteucci, John Dado, Emily Hren, Brionne Frazier and Rand Singleton led the Cooley team advising A*.

Cooley previously advised A* on its $315 million oversubscribed Fund II.

Hengrui Pharma and Bristol Myers Squibb Announce Strategic Agreements

Tue, 12 May 2026 14:06:00 Z

Palo Alto – May 12, 2026 – Cooley advised Hengrui Pharma, an innovative, global pharmaceutical company dedicated to the research, development and commercialization of high-quality medicines to address unmet clinical needs, on its global strategic collaboration and license agreements with Bristol Myers Squibb (BMS) to advance a portfolio of 13 early stage programs in oncology, hematology and immunology, with the goal of accelerating discovery and development of innovative medicines for the benefit of patients worldwide.

Under the terms of the agreements, BMS will pay Hengrui up to $950 million, including a $600 million upfront payment, a $175 million first anniversary payment, and a second contingent anniversary payment of $175 million in 2028. The potential total value of the agreements is up to approximately $15.2 billion, including the exercise of available options for the joint discovery programs and the achievement of applicable development, regulatory, and commercial milestones for all programs. In addition, Hengrui is eligible to receive tiered royalties on net sales of products commercialized outside Chinese mainland, Hong Kong SAR, and Macau SAR.

Lawyers Lila Hope, Jennifer Raab, Jiqiang Lin, Freddy Yip and Yuhan Wu led the Cooley team advising Hengrui.

Cooley previously advised Hengrui on its agreement with GSK to develop up to 12 medicines in July 2025; its exclusive license agreement with Merck KGaA in April 2025; its exclusive license agreement with Merck in March 2025; its global license agreement (excluding Greater China) with Hercules CM Newco in May 2024; its exclusive worldwide (excluding mainland China) license agreement with Merck KGaA in October 2023; and its global license agreement (excluding Greater China and Korea) with Elevar Therapeutics in November 2023.

Cooley Advised Circle in its $222 Million Presale of ARC Token

Tue, 12 May 2026 13:59:00 Z

Miami – May 12, 2026 – Cooley advised Circle Internet Group, Inc., a full-stack internet financial platform business, on its $222 million presale of the ARC token, at a $3 billion fully diluted network valuation. Circle’s ARC presale is the first ever token sale by an SEC-registered company.

a16z crypto served as the lead purchaser in the sale, with other purchasers including Apollo Funds, ARK Invest, BlackRock, Bullish, General Catalyst, Haun Ventures, IDG Capital, Intercontinental Exchange, Janus Henderson Investors, Marshall Wace, SBI Group and Standard Chartered Ventures.

Lawyers Rodrigo Seira and Connor Tweardy led the Cooley team advising Circle.

The SEC’s Semiannual Reporting Proposal: Fare Thee Well Quarterly Reporting?

Mon, 11 May 2026 19:58:13 Z

On May 5, 2026, the Securities and Exchange Commission (SEC) proposed rule and form amendments that would allow companies reporting under the Securities Exchange Act of 1934, as amended (Exchange Act), the option to file semiannual reports in lieu of the current quarterly reporting regime. If adopted as proposed, a company electing this new approach would file one single semiannual report on a new Form 10‑S – covering the first six months of the fiscal year – and one annual report on Form 10-K. Companies that do not elect this option would continue filing quarterly. The proposing release also includes related amendments to Regulation S‑X that would update “staleness requirements” and consolidate the “age of financial statements” requirements. Comments on the proposal are due by July 6, 2026.

Background

Under current Exchange Act Rules 13a‑13 and 15d‑13, domestic reporting companies subject to Sections 13(a) or 15(d) are required to file quarterly reports on Form 10‑Q for each of the first three quarters of the fiscal year. The SEC’s proposal would amend those rules to permit companies to elect, on an annual basis, to instead file semiannual interim reports on a new Form 10‑S. Existing exceptions from the quarterly reporting requirement – for foreign private issuers, asset-backed issuers and investment companies (other than business development companies and face-amount certificate companies) – would remain unchanged.

Proposed amendments

Annual check-box election

Companies would elect semiannual reporting annually by checking a new box on the cover page of Form 10‑K. Newly public companies could, alternatively, make the election on certain registration statements filed pursuant to the Securities Act of 1933, as amended (Securities Act) – i.e., Forms S‑1, S‑3, S‑4 or S‑11 – or on Exchange Act registration statement Form 10. The election would apply for the first interim report (semiannual or quarterly) of the fiscal year in which the Form 10-K election was filed; a company that made the election could not switch between quarterly and semiannual reporting midyear. For private companies conducting an initial public offering, the company could amend its election with respect to semiannual reporting until the registration statement becomes effective; once effective, the newly public company could not change its election midyear.

A company that leaves the new box unchecked would be deemed to have opted for quarterly reporting. A company would be able to correct an inadvertent check-box error by amending its Form 10‑K as soon as practicable after discovery but no later than the due date for the first Form 10‑Q that would otherwise have been required for that fiscal year.

Form 10‑S content and timing

A semiannual filer would file Form 10‑S covering the first six months of its fiscal year. The form would require the same information as currently required by Form 10‑Q, including management discussion and analysis (MD&A), legal proceedings, material changes to risk factors, certain equity-related disclosures, defaults, and governance-related items – with US generally accepted accounting principles (GAAP) interim financial statements reviewed (but not audited) by an independent accountant and tagged using inline XBRL. Disclosure controls and procedures certifications would also apply.

The filing deadline would be 40 days (for large accelerated filers and accelerated filers) or 45 days (for all other filers) after the end of the first semiannual period – the same framework that currently governs Form 10‑Q. The second half of the fiscal year would be subsumed in the company’s annual report on Form 10‑K just as the fourth fiscal quarter is currently subsumed within the company’s annual report on Form 10-K. The current framework for newly public companies would also apply; the filing deadline for the first semiannual report would be the later of 45 days after the effective date of the registration statement or the date that the Form 10-S would have otherwise been due had the company been a reporting company.

Companies that do not elect to become semiannual reporters would continue to be required to file three quarterly reports on Form 10-Q and one annual report on Form 10-K for each fiscal year as under the current system for reporting companies. Companies could not opt out of portions of Form 10-Q – it is an “all-or-nothing” election.

Voluntary quarterly disclosures permitted

The proposal contemplates that some companies may elect semiannual reporting for purposes of mandatory periodic disclosure while continuing to provide voluntary disclosure of information on a quarterly basis through other channels, such as earnings releases. In addition, under the proposal, a semiannual filer would not be precluded from voluntarily reporting quarterly financial information in a Form 10-S in addition to the required semiannual financial information. If the quarterly financial information is presented in the Form 10-S financial statements, the quarterly financial information would require auditor review.

Updated financial statement staleness framework

The proposal would also amend Regulation S‑X to update and consolidate the financial statement staleness framework and revise how the date of an interim balance sheet is determined in registration or proxy statements. These changes are designed to ensure that registration and proxy statements incorporating financial statements of semiannual filers are not treated as containing stale financial information under a framework calibrated to a quarterly reporting cycle. The changes would also eliminate the one- or two-day period under the existing framework during which financial statements are required to be updated in a registration statement or proxy statement before those updated financial statements would be required to be filed on Form 10-Q.

Currently, Rules 3-01 and 8-08 of Regulation S-X (for smaller reporting companies) address how the date of an interim balance sheet is determined in registration or proxy statements. These rules require a company to assess the number of days from the filing date or from the effective date of a registration statement (or mailing date of a proxy statement) to the date of the most recent balance sheet to determine if the balance sheet falls within 130 days or 135 days, as applicable. The proposal would replace the current day-count tests with a requirement that, generally, a registrant include interim financial statements – as of the end of the most recently completed fiscal quarter (for quarterly filers) or semiannual period (for semiannual filers) – that have been filed, or were required to be filed, on or before the relevant filing date.

The proposal would avoid disparate treatment between semiannual filers and quarterly filers with respect to the age of the interim financial statement requirements. Both quarterly and semiannual filers would have the same date on which the financial statements would be required to be updated because both filers would determine the date from their most recently completed interim periods. However, this could result in an investor in a company that is a semiannual filer not receiving interim financial statements that are as current, as would be required under the existing framework. For example, if a nonreporting company with a calendar fiscal year that elects semiannual reporting files a registration statement as late as August 13, proposed Rule 3-01(c)(2) would not require any interim financial statements to be included in the registration statement.

Technical amendments

The proposal includes a number of technical amendments to conform existing rules and forms to the proposed flexible approach to interim reporting – for example, by inserting references to semiannual reporting or new Form 10-S and adding definitions of “quarterly filer” and “semiannual filer” to Exchange Act Rule 12b‑2 and Securities Act Rule 405.

Who would be affected

The proposed accommodation would be available to all domestic Exchange Act reporting companies currently subject to Form 10‑Q filing requirements under Sections 13(a) or 15(d), as well as companies filing Securities Act or Exchange Act registration statements of the types discussed above. Companies already excluded from the quarterly reporting requirement – including foreign private issuers, asset-backed issuers and investment companies (other than business development companies and face-amount certificate companies) – are not within the scope of the proposed amendments.

Potential benefits of semiannual reporting discussed in the proposal include reallocation of time and resources to business strategy, new product or service development, and other value-enhancing activities. The SEC stated these benefits may be especially appealing to newly public or smaller companies that may have financing constraints or limited managerial capacity and are intended to help newly public or smaller companies ensure long-term viability and remain in the public market. Additionally, the proposal suggests that the semiannual reporting structure and the reduction of compliance costs associated with quarterly reporting may contribute to more private companies choosing to enter the public market.

In light of these potential benefits, companies will still need to consider their industries, peer practice, size, business operations (including seasonality), financing needs, contractual obligations and investor base, among other factors, before determining whether to move to semiannual reporting. For example, a move to semiannual reporting may make more sense for a pre-revenue biotechnology company whose investors tend to care more about the outcome of clinical or regulatory developments than the information that is required by Form 10-Q. Meanwhile, companies that have robust analyst coverage, or that have debt covenants requiring quarterly information, may find that continuing with a quarterly reporting cadence better serves their needs.

Open questions

The SEC has solicited comments on a range of issues that may shape the final rule. Key areas of uncertainty include:

Eligibility for electing semiannual reporting (i.e., a mandatory or optional requirement)
Filing deadline for Form 10-S
Permissibility of midyear changes to reporting frequency and method of such changes
Treatment of earnings releases for semiannual filers (i.e., whether earnings releases should be “filed” rather than “furnished”)
Auditing and accounting implications, including with respect to the comfort letter process
Implications to insider trading policies, trading windows and Rule 10b5-1 plans
Comparability of financial information among quarterly and semiannual reporters
Compliance date, including any applicable transition period

Observations and commentary

When evaluating a shift to semiannual reporting, companies should consider a number of factors, including:

Impact on quarterly earnings disclosure. Depending on their investor profile, companies may feel compelled to continue to issue earnings releases and hold quarterly earnings calls. Additionally, because semiannual filers will be reporting financial and other material information on a less frequent basis, there may be an increase in Forms 8-K filed by semiannual filers. Companies will also need to consider the impact on their guidance practices – shifting from quarterly guidance to semiannual, annual or no guidance – when evaluating a move to semiannual reporting.
Implications for active registration statements. Companies that have active registration statements are required to keep them current to ensure investors have all of their material information. For many companies, this is achieved through incorporation by reference of their Exchange Act reports into their registration statements. A company moving to semiannual reporting would need to be mindful of the fact that extant registration statements would be regularly updated only two times per year rather than four times per year. This consideration would be relevant not only for companies with shelf and resale registration statements but also for companies with employee equity plans registered on Form S-8.
Capital raising needs. Given the current practices regarding auditor comfort letters and negative assurance for securities offerings, depending on the timing of an offering, an underwriter may request auditor review of more recent interim financial statements than those included in the last semiannual or annual report in order to obtain traditional negative assurance comfort. Companies with near-term capital raising needs may need to continue to report quarterly, depending on how the underwriting process adapts to a semiannual reporting structure.
10b5-1 plan, insider trading policy and Regulation FD considerations. Semiannual reporting could affect the cooling-off period for Rule 10b5-1 trading plans adopted by directors and Section 16 officers. Under Rule 10b5-1, trading cannot begin until after a cooling-off period expiring the later of 90 days after adoption or modification of a plan or two business days following disclosure of a company’s financial results for the relevant fiscal period in a Form 10-K or 10-Q, subject to a maximum cooling-off period of 120 days. For companies that elect semiannual reporting, trading plans adopted during the first or third quarter would more likely be subject to the full 120-day cooling-off period before trading may begin under the plan.

Additionally, companies adopting a semiannual reporting framework may need to impose longer trading blackout periods under their insider trading policies. A semiannual reporting framework could result in longer gaps between the disclosure of financial and other material information. Companies may prefer to continue a quarterly reporting cadence, or to continue issuing quarterly earnings releases, to allow for more frequent open trading windows. Relatedly, a semiannual framework may result in the need for more rigorous policies and protocols around Regulation FD. If companies are in possession of material nonpublic information for longer periods of time, the risk of inadvertent disclosure of such information increases, and a company’s ability to have discussions with analysts and investors could be impacted.

Competitive (dis)advantages. A semiannual reporting framework could create information asymmetries between companies that report semiannually and those that continue to report quarterly. Companies that elect to continue to report quarterly would disclose financial results, legal developments and other information more frequently, which may provide semiannual reporters with additional visibility into competitors’ performance and strategies they can use to inform their own decision-making.

At the same time, semiannual reporting companies may be at a disadvantage in the public markets. Investors may rely on more frequent disclosures from quarterly reporting peers as indicators of industry trends, which could cause the stock prices of semiannual reporters to move in response to competitors’ results, even when those companies have not provided updated information about their own performance.

Next steps

The SEC’s semiannual reporting proposal is open for public comment, and the SEC is actively soliciting input on the numerous questions it has posed. As highlighted in this alert, there are many important factors that companies will need to carefully consider as they evaluate whether moving to semiannual reporting makes sense for them. Cooley’s corporate governance and securities regulation attorneys are available to discuss these issues with you.

Wise Debuts US Listing on Nasdaq

Mon, 11 May 2026 16:00:00 Z

London and New York – May 11, 2026 – Cooley advised Wise (Nasdaq: WSE, LSE: WISE), a global technology company building the best way to move and manage the world’s money, on its listing on Nasdaq.

Wise began trading on Nasdaq on May 11, 2026, under the ticker symbol WSE. Wise also maintains a secondary listing on the London Stock Exchange (LSE), with its shares continuing to trade on the LSE’s Main Market for listed securities.

Lawyers Claire Keast-Butler, Jean Park, David Peinsipp, Philip Whitehead, Trey Reilly and Charlotte Yin lead the Cooley team advising Wise. The team also included Victoria Peluso, Angela Kim, Rebecca Wright, Jack Jones, David Wilson, Aaron Pomeroy, Rick Jantz, Nicola Squire, Ariane Andrade, Kafeel Azher, Charlotte Witherington, Kate Goodman, Tejal Shah, Brian French and Michael Egan.

Delos Capital and AP Biosciences Launch Collaboration to Create New Biotech Companies

Mon, 11 May 2026 14:26:00 Z

Boston – May 11, 2026 – Cooley advised Delos Capital (Delos), a life sciences investment firm that empowers life sciences leaders to turn bold ideas into medical breakthroughs for patients, on its strategic collaboration with AP Biosciences (APBio) to create and incubate new biotechnology companies.

Under the collaboration, Delos, through its Delos Foundry, will lead therapeutic ideation, financing and strategic development. APBio will contribute its proprietary antibody discovery platform and translational expertise.

Lawyers James Schneider, J. Brian Stalter and Arda Can Tekin led the Cooley team advising Delos.

To NDA or Not to NDA Your Data Center Proposal?

Fri, 08 May 2026 17:40:04 Z

Cooley partner Mark Looney was quoted in Law360 about the backlash of nondisclosure agreements (NDA) between data center companies and local governments.

Read the article (subscription required)

FDA Rolls Out 1-Day Assessment Pilot in Bid to Refocus Inspection Resources

Fri, 08 May 2026 17:35:04 Z

Sonia Nath, partner and chair of Cooley’s global life sciences and healthcare regulatory practice, was quoted in a Fierce Pharma article about the US Food and Drug Administration’s new pilot program that uses one-day inspectional assessments to better target agency resources and streamline oversight, noting that the agency’s move to set clearer expectations may signal increased regulatory scrutiny on inspections.

Read the article

Knight-Swift Transportation Announces Upsized $1.5 Billion Convertible Senior Notes Offering

Fri, 08 May 2026 13:56:00 Z

San Francisco – May 8, 2026 – Cooley advised Knight-Swift Transportation (NYSE: KNX), one of North America’s largest and most diversified freight transportation companies, on its upsized $1.5 billion aggregate principal amount of 1% 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, which includes full exercise of the initial purchasers’ option to purchase up to an additional $200 million aggregate principal amount of the notes.

Partners Jason Savich, Logan Tiari, John-Paul Motley, Ellie Seber and Mischi a Marca led the Cooley team advising Knight-Swift.

Litigator of the Week Runners-Up and Shout-Outs

Fri, 08 May 2026 13:36:31 Z

Cooley lawyers Raymond P. Tolentino and Sahar Atassi earned a shout-out on The American Lawyer’s Litigator of the Week Runners-Up and Shout-Outs list for securing a major victory on behalf of Cooley’s pro bono client Trokon Diahn, after the Court of Appeals for the Fourth Circuit granted his petition for review, vacated his removal order, and remanded his case for further proceedings.

The Cooley team representing Diahn on appeal included partner Raymond P. Tolentino and associate Sahar Atassi, who presented oral argument on behalf of Diahn in the Fourth Circuit.

Read the article (subscription required)

Eyewitness Accounts and Recommended Actions to Counter AI’s Strain on Cyber Defense

Fri, 08 May 2026 13:30:39 Z

Cooley partner Michael Egan was quoted in a Cybersecurity Law Report article examining how attackers are using artificial intelligence (AI) to accelerate exploits and refine ransomware tactics, leaving many organizations exposed. Egan noted that many companies lack incident‑response plans for supply‑chain failures, highlighting the importance of identifying vulnerable APIs and external data connections to disable those connections, if needed, during an attack.

Read the article (subscription required)

Cooley Fourth Circuit Win Featured

Fri, 08 May 2026 13:23:33 Z

Cooley lawyers Raymond P. Tolentino and Sahar Atassi were featured in Law.com and Law360 for their major victory on behalf of Cooley’s pro bono client Trokon Diahn, after the Court of Appeals for the Fourth Circuit granted his petition for review, vacated his removal order, and remanded his case for further proceedings.

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Brown Advisory Strategic Investment in RockCreek

Fri, 08 May 2026 12:12:00 Z

Cooley advised Brown Advisory, a global investment management and strategic advisory firm, on its strategic investment in RockCreek, a leading investment firm specializing in multi-asset and outsourced chief investment officer (OCIO) solutions.

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

Deal leads: Mike Lincoln, Brooke Nussbaum, Rita Sobral and Jeffrey Tolin led the Cooley team advising Brown Advisory.

Supporting team: Calvin Lee, Parth Bhatt, Tyler Day, Adam Marks, Evan Burroughs, Steve Flores, Nathaniel Hearn, and Sharon Connaughton provided invaluable support.

Cooley Shortlisted for Global London Law Firm of the Year

Thu, 07 May 2026 19:33:00 Z

Cooley has been shortlisted for Legal Business’s Global London Law Firm of the Year award, which will be announced on September 20, 2026.

View the shortlist for the Legal Business Awards 2026

Cooley Wins Major Fourth Circuit Victory for Pro Bono Client Trokon Diahn

Thu, 07 May 2026 17:34:58 Z

Washington, DC – May 7, 2026 – Cooley won a major victory on behalf of pro bono client Trokon Diahn after the US Court of Appeals for the Fourth Circuit granted his petition for review, vacated his removal order and remanded his case for further proceedings.

Diahn, now in his early 20s, has lived in the United States since age 2. Born in a refugee camp in Côte d’Ivoire after his parents fled Liberia’s civil war, he grew up in Philadelphia, believing he was a lawful permanent resident through his father’s naturalization. He learned that he lacked permanent status only after being placed in removal proceedings following a criminal conviction that ultimately ordered him removed to Liberia, a country he has never been to.

In its May 5, 2026, ruling, the Fourth Circuit addressed administrative exhaustion and the scope of immigration judges’ obligations in cases involving pro se respondents. The court held that exhaustion turns on substance rather than labels, concluding that Diahn’s brief before the Board of Immigration Appeals sufficiently placed the agency on notice of his claims despite the absence of formal legal language. It also reaffirmed that immigration judges have an affirmative statutory duty to develop the administrative record, particularly where a respondent is detained and unrepresented, and held that failures to do so are presumptively prejudicial. Although the court resolved the case on statutory grounds, it also identified serious due process concerns arising from defective notice and the respondent’s inability to meaningfully present evidence.

Read the decision

The Cooley team representing Diahn on appeal included partner Raymond P. Tolentino and associate Sahar Atassi, who presented oral argument on behalf of Diahn in the Fourth Circuit.

The case is Trokon Diahn v. Todd Blanche, No. 24-2066 (4th Cir. 2026).

Kalshi Raises $1 Billion Series F

Thu, 07 May 2026 14:21:00 Z

San Francisco – May 7, 2026 – Cooley advised Kalshi, the world’s largest prediction market where people can trade on real-world events, on its $1 billion Series F round at a $22 billion valuation, led by Coatue, with participation from Sequoia Capital, Andreessen Horowitz, IVP, Paradigm, Morgan Stanley and ARK Invest.

Lawyers Kevin Rooney and Michael Perretta led the Cooley team advising Kalshi.

Cooley advised Kalshi on all previous financing rounds, including its $1 billion Series E in December 2025 and $300 million Series D in October 2025.

Odyssey Therapeutics Announces $279 Million Upsized IPO, Concurrent $25 Million Private Placement

Thu, 07 May 2026 14:07:00 Z

Boston – May 7, 2026 – Cooley advised the underwriters of Odyssey Therapeutics, a clinical-stage biopharmaceutical company developing medicines that are designed to precisely target disease pathology, in connection with Odyssey’s $279 million upsized initial public offering (IPO) and concurrent $25 million private placement. Odyssey issued and sold 15,500,000 shares of its common stock priced at $18 per share, with a 30-day option for the underwriters to purchase 2,325,000 million additional shares. Odyssey’s common stock will begin trading on Nasdaq Capital Market on May 8, 2026, under the ticker symbol ODTX.

Additionally, Odyssey announced a concurrent sale of 1,388,889 shares of common stock to an affiliate of TPG Life Sciences Innovations, at the IPO price of $18 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.

J.P. Morgan, TD Cowen and Cantor are acting as joint book-running managers for the IPO. Wedbush PacGrow and Oppenheimer & Co. are acting as co-lead managers for the IPO.

Lawyers Eric Blanchard, Evan Leitner, Richard Segal, Div Gupta, Trevor Bossi, Brenna McGuire, Chelsea Braun and Amelia Griffiths led the Cooley team advising the underwriters.

Mona Dajani Joins Cooley as Co-Chair of Infrastructure, Energy and Real Estate Group

Wed, 06 May 2026 18:27:00 Z

New York – May 6, 2026 – Cooley today announced the launch of its infrastructure, energy and real estate group along with the addition of Mona Dajani as a partner in the firm’s New York office. Building on Cooley’s decades of experience in the real estate, data center and digital infrastructure sectors – and its long-standing relationships with many of the world’s most innovative technology and AI companies – Dajani’s arrival helps advance the firm’s strategy to offer a fully integrated, multichannel infrastructure platform. She joins John Goldman, who arrived earlier this year as a New York‑based partner.

“Mona adds invaluable expertise to our growing platform,” said Rachel Proffitt, partner and CEO of Cooley. “The infrastructure market is converging where our clients are focused and where the market is heading: toward complex, capital‑intensive infrastructure projects driven by energy, data, AI and digital transformation. We will continue to invest in this space as part of our ambition to build a destination practice for the most capital-intensive infrastructure and energy work.”

Dajani, who will co-chair the new group alongside longtime Cooley real estate and data center partner Michelle Schulman, brings decades of sophisticated transactional experience advising on global energy and infrastructure projects, with a practice spanning project finance and development, mergers and acquisitions, finance, and tax equity. She represents sponsors, utilities, financial institutions, underwriters, private equity funds, infrastructure funds, investment banks, clean technology companies and sovereign wealth funds across the full spectrum of conventional and clean energy assets.

A widely recognized industry global thought leader, Dajani has received numerous accolades from Chambers and Partners, Legal 500, Lawdragon, and other leading publications for her transactional work in clean and alternative energy. She joins Cooley from Baker Botts, where she served as the global co-chair of its energy, infrastructure and hydrogen practice.

“The alignment between my practice and Cooley’s platform was immediately apparent,” said Dajani. “Cooley sits at the intersection of capital, energy and technology, which is exactly where the infrastructure market is moving. I’m energized to work alongside Michelle and the broader team to build an integrated, market‑defining infrastructure, energy and real estate practice to help clients navigate the unprecedented energy and infrastructure investment cycle.”

Dajani added: “Rising power demand is driving a fundamental reallocation of capital into infrastructure and reshaping how energy systems are built and financed. The most valuable assets today sit at the intersection of energy, technology and real estate and require an integrated approach, from site selection through capital deployment.”

Cooley’s clients build, finance, acquire and operate the infrastructure that powers the modern economy. The firm’s infrastructure, energy and real estate group leverages lawyers firmwide to advise on the capital-intensive projects where power, energy, land, regulation, complex structuring and dealmaking converge. Working with the full spectrum of market participants – encompassing top developers, operators, technology companies, financial sponsors, investors and lenders – the team collaborates across the life cycle of digital infrastructure, from site selection, permitting and tax incentives through construction, power procurement, capital raising and structuring, and leasing and operations.

Cooley’s infrastructure, energy and real estate practice spans the transactions defining this market cycle: renewable energy and storage development, data center and digital infrastructure, conventional power generation, grid interconnection, project finance, M&A, and the cutting-edge deal structures at the intersection of AI and energy. The team works across asset classes, investment structures and geographies, bringing the full depth of Cooley’s platform to bear on transactions that move fast and carry significant execution risk. Cooley advances practical, commercially grounded solutions that help clients manage risk, unlock capital and execute complex, large-scale projects efficiently.

Travere Announces Upsized $475 Million Convertible Senior Notes Offering

Wed, 06 May 2026 14:58:00 Z

New York – May 6, 2026 – Cooley advised Travere Therapeutics (Nasdaq: TVTX), a biopharmaceutical company helping patients, families and caregivers of all backgrounds as they navigate life with a rare disease, on its upsized $475 million aggregate principal amount of 0.5% convertible senior notes due 2032. Travere also granted the underwriters of the notes a 30-day option to purchase up to an additional $50 million aggregate principal amount of notes, solely to cover over-allotments. The sale of the notes is expected to close on May 11, 2026, subject to customary closing conditions.

Corporate and securities lawyers Jason Kent, Asa Henin and Alexandria Ashour and debt lawyers Mischi a Marca, Jason Savich and Timothy Nguyen led the Cooley team advising Travere.

Instacart Announces $500 Million Revolving Credit Agreement

Wed, 06 May 2026 13:42:00 Z

San Francisco – May 6, 2026 – Cooley advised Instacart, the leading grocery technology company in North America, on its inaugural $500 million unsecured revolving credit facility, provided by a syndicate of banks led by Morgan Stanley.

Lawyers Michael Tollini, Alexandra Leavy, Winda Fung, Charles Watkins, Jon Avina and Milson Yu led the Cooley team advising Instacart, with support from Jeffrey Tolin, Rebecca Ross, Annie Froehlich and Nyron J. Persaud.

Cooley previously advised Instacart on its $660 million IPO in September 2023, its $325 million fundraising round in July 2020, its $871 million fundraising round in November 2018 and on its $350 million Series E in April 2018.

HawkEye 360 Announces $416 Million IPO

Wed, 06 May 2026 13:32:00 Z

San Francisco – May 6, 2026 – Cooley advised HawkEye 360, the global leader in signals intelligence data and analytics, on its $416 million initial public offering (IPO). HawkEye 360 offered 16 million shares of its common stock priced at $26 per share. In addition, HawkEye 360 has granted the underwriters a 30-day option to purchase up to 2.4 million additional shares. HawkEye 360 will begin trading on the New York Stock Exchange on May 7, 2026, under the ticker symbol HAWK.

Lawyers David Peinsipp, Charlie Kim, Mark Ballantyne, Katherine Denby, Katie Lapidus, Brenna McGuire, Heather McShea and Camille Awono led the Cooley team advising HawkEye 360. The team also included Andrew Lustig, Aaron Binstock, Edward Sniezek, Eric Popp, Megan Coneeny, Tyler Day, Addison Pierce, Tony Lin, J.G. Harrington, Ariane A. Andrade, Megan Drill, Helenanne Connolly, Virat Gupta, Christopher Kimball and Eileen Marshall.

Cooley previously advised HawkEye 360 on the completion of its acquisition of Innovative Signal Analysis, supported by equity and debt financings totaling $150 million in December 2025.

Executive Order Targets Federal Contractors’ ‘Racially Discriminatory DEI Activities’

Wed, 06 May 2026 07:00:00 Z

On March 26, 2026, President Donald Trump issued Executive Order No. 14398 (EO) targeting DEI activities by federal contractors and subcontractors. The EO, titled “Addressing DEI Discrimination by Federal Contractors,” highlights the administration’s belief that some entities, including federal contractors, continue their discriminatory practices through “diversity, equity, and inclusion” (DEI) activities that are sometimes concealed from public view.

To address this, the EO requires federal departments and agencies to add a new, DEI-specific clause to contracts and “contract-like instruments” through which contractors and subcontractors would pledge not to “engage in any racially discriminatory DEI activities” and would agree to “furnish all information and reports, including providing access to books, records, and accounts, as required by the contracting agency … for purposes of ascertaining compliance with [the new] clause.”

Notably, the EO focuses only on “racially discriminatory DEI,” or disparate treatment based only on race and ethnicity, and it does not include other categories protected under federal law, such as sex or gender, which is a departure from the administration’s January 21, 2025, Executive Order No. 14173, which was broader than race-based DEI. However, the EO’s narrowed approach is consistent with the General Services Administration’s recently proposed DEI certification requirement (GSA requirement) for federal financial assistance recipients, which directs recipients to certify compliance with laws prohibiting race and color discrimination, but notably omits sex and other protected categories. While ethnicity and color are two legally distinct protected characteristics, the EO and GSA requirement interestingly take differing approaches on whether to cover each such characteristic, while both address race.

On April 20, 2026, in Nat’l Ass’n of Diversity Officers in Higher Educ. v. Trump, No. 8:26-cv-01532, (D. Md. filed Apr. 20, 2026), five organizations composed of membership organizations and nonprofit trade associations challenged the EO in the US District Court for the District of Maryland. Among other things, the complaint alleges that the EO’s requirement that federal contractors certify that they will not engage in “racially discriminatory DEI activities,” regardless of whether those activities comply with federal antidiscrimination law or are discriminatory, violates the First Amendment. The plaintiffs seek an injunction enjoining enforcement and implementation of the EO, striking any contract language implementing the EO that has been inserted into any federal contract or contract-like instrument, and rescinding any agency implementation directives relating to the EO. While employers should track this and any other legal challenge to the EO, they should continue to prepare to comply with the order until a court rules otherwise.

Key details of the new clause

Under the new clause, contractors must expressly agree to:

Refrain from engaging in any racially discriminatory DEI activities.
Furnish information and reports, including providing access to books, records and accounts, to the extent required by the contracting agency so that it can ascertain the contractor’s compliance with the clause.
In the event of the contractor’s or subcontractor’s noncompliance with the clause, be subject to cancellation, termination or suspension of the contract, and be deemed ineligible for further government contracts.
Report any subcontractor’s “known or reasonably knowable conduct that may violate the clause” to the contracting department or agency, and take any remedial actions if directed by the contracting department or agency.
Inform the contracting department or agency if a subcontractor sues the contractor if such suit implicates the validity of the clause.
Recognize that compliance with the clause is material to the government’s payment decisions for purpose of the False Claims Act (FCA).

The EO defines certain terms, including defining “[r]acially discriminatory DEI activities” broadly as “disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity’s resources.” “Program participation” is also defined broadly to mean “membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.” This array of activities could include employee resource or affinity groups, mentorship programs and diverse recruiting efforts, if access to such activities is limited on the basis of race or ethnicity.

Although the EO does not define “disparate treatment” for EO purposes, disparate treatment is already unlawful under federal, state and/or local anti-discrimination law. Disparate treatment discrimination can occur when a contractor takes race or ethnicity (or any other characteristic protected under applicable law) into account when engaged in any of the activities identified above. For example, the Equal Employment Opportunity Commission’s DEI-related guidance notes that consideration of a protected characteristic does not have to be the exclusive or sole reason for an employment action, or the “but-for” deciding factor for the action, to be unlawful under Title VII.

Penalties for failing to comply with the clause include full or partial cancellation, termination or suspension of the contract. In addition, contracting agencies are directed to “take appropriate action to suspend or debar” contractors or subcontractors for failing to comply. The clause’s requirement that contractors certify materiality is designed to increase the risk of FCA liability by making it easier for the government or a qui tam relator to establish materiality in an FCA case.

Other EO requirements

To support enforcement of the new clause, the EO requires the head of each federal agency to review its implementation of the EO and report on its compliance to the assistant to the president for domestic policy by July 24, 2026. Such agency reviews are also expected to continue on a regular basis thereafter. In addition, the EO actively leverages the FCA by requiring the attorney general (in consultation with relevant contracting agencies) to “consider whether to bring actions under [the FCA] against contractors or subcontractors” for compliance violations, and to “ensure prompt review of civil actions brought by private persons under [the FCA] concerning Federal contracts or subcontracts.”

Furthermore, the EO directs the Office of Management and Budget (in coordination with the attorney general, assistant to the president for domestic policy and chairman of the EEOC) to identify economic sectors that “pose a particular risk of [their] entities engaging in racially discriminatory DEI activities based on current or past conduct,” and to issue “best practices” guidance to contracting agencies for compliance within such sectors.

Expected timing of rule changes and implementation

The EO directs federal agencies to ensure, within 30 days after the date of the EO (or by April 25, 2026) and “to the extent permitted by law,” that contracts and contract-like instruments, specifically including first-tier subcontracts and lower-tier subcontracts, include the new contract clause.

In an aggressive push toward EO implementation, on April 17, 2026, the Federal Acquisition Regulatory (FAR) Council issued implementation guidance to federal agencies. The guidance supplies a new clause at FAR 52.222-90, “Addressing DEI Discrimination by Federal Contractors (APR 2026) (DEVIATION APR 2026)” for inclusion in new or currently open solicitations (along with the resulting contracts), beginning on April 24, 2026, and in existing contracts that are valued over the micro-purchase threshold, including those for commercial products and commercial services, and for which the place of delivery or performance is in the United States.

In relation to existing contracts, the guidance directs agency contracting officers to “make every effort” to bilaterally modify existing contracts by July 24, 2026, and, if a contractor were to refuse the bilateral modification, the agency contracting officer “should consider, whether, absent the modification, the contract no longer meets the agency’s needs and should therefore be terminated for convenience.” The guidance also notes that contracts with a final expiration on or before December 31, 2026, are to be modified at the agency contracting officer’s discretion.

Formal amendment of the FAR to add the new clause to governmentwide regulation is subject to formal rulemaking under the Administrative Procedures Act, including publication in the Federal Register and review by the Office of Information and Regulatory Affairs.

Next steps for federal contractors and subcontractors

At this time, federal contractors and subcontractors should evaluate their existing DEI-related programs, policies and practices to assess whether any DEI activities could be construed as involving disparate treatment based on race or ethnicity (or any other protected characteristic), including incorporating proxies for such protected characteristics. For example, the DOJ cited the use of “unlawful proxies” as one way a DEI program or policy may violate federal anti-discrimination law, in its July 30, 2025, guidance to federal funding recipients. The guidance defined the term as the intentional use of “neutral criteria that function as substitutes for explicit consideration” of protected characteristics like race.

The significant enforcement risk under the FCA was underscored recently by a settlement with IBM Corporation for more than $17 million, the first resolution under the Department of Justice’s Civil Rights Fraud Initiative launched in 2025. The settlement resolved allegations that IBM violated the FCA by failing to comply with anti-discrimination requirements in its federal contracts due to practices the government alleged discriminated against employees and applicants by race, color, national origin and sex. The government alleged, among other things, that IBM took these protected classes into account when making employment decisions, including by using a “diversity modifier that tied bonus compensation to achieving demographic targets,” altering interview criteria though the use of “diverse interview slates,”¹ developing “race and sex demographic goals for business units,” and offering “certain training, partnerships, mentoring, leadership development programs and educational opportunities only to certain employees, with eligibility, participation, access or admission limited on the basis of race or sex.”

Contractors should also review their subcontractor oversight processes to ensure they can satisfy the EO’s reporting obligations with respect to subcontractor conduct that may violate the clause. Given the clause’s express acknowledgment of materiality under the FCA, and in light of the DOJ’s recent settlement, contractors should ensure they also have robust internal complaint reporting mechanisms. Contractors and subcontractors should prepare for the inclusion of the clause in their contracts imminently, including ensuring relevant stakeholders overseeing government contracts are aware of the new requirements. Finally, contractors and subcontractors should monitor forthcoming guidance, as well as individual agency implementation efforts, and keep a close eye on legal challenges filed against the EO.

Note

Not all challenges to “diverse slate” policies will succeed, as outcomes will depend on the specific factual circumstances. In Vaughn v. CBS Broadcasting, Inc. et al., No. 2:24-cv-05570-HDV-RAO (C.D. Cal.), for example, the court recently granted summary judgment for the employer, finding that CBS’s diverse slate policy did not support an inference of pretext where the undisputed evidence established that the employer maintained no numerical goals, mandates, targets or quotas for the relevant position, and the policy applied only to interviewing – not hiring – decisions and expressly required selection of the most qualified candidate. Citing Armstrong v. WB Studio Enterprises, Inc., 2025 WL 3002614, at *1 (9th Cir. Oct. 27, 2025) (unpublished), the court held that the slate policy “did not constitute a race-based reason for hiring other candidates because [it] did not contain any specific instructions or directive on whom to hire,” and that promoting diversity in the interview process alone was “insufficient to create a disputed issue of fact showing that [plaintiff's] termination was a mere pretext for anti-white racial discrimination.”

Core Scientific Acquisition of Polaris for up to $461 Million

Wed, 06 May 2026 07:00:00 Z

Cooley advised Core Scientific, a leader in digital infrastructure for high-density colocation (“HDC”), on its agreement to acquire Polaris DS LLC, which controls 440 megawatts (“MW”) of gross power under an energy agreement with Oklahoma Gas & Electric, for up to $461 million in cash.

The acquisition is part of the company’s multi-tiered strategy to scale its Muskogee, Oklahoma campus to approximately 1.5 gigawatt (“GW”) of gross power, or approximately 1.0 GW of leasable power.

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

Lead team: Bill Roegge, Daniel Peale, Josh Holleman, Alanna Zuchelli, Eileen Marshall and Seth Holoweiko led the Cooley team advising Core Scientific.

Supporting team: Asal Yunusov, Calvin Lee, Jeremy Morrison, Sharon Connaughton, Steve Flores, Len Jacoby and Sam Rosenblatt provided invaluable support.

Cooley previously advised Core Scientific on its $3.3 billion aggregate principal amount of 7.750% senior secured notes in April 2026, $1 billion loan facility with Morgan Stanley and JPMorgan Chase Bank in March 2026, $625 million convertible senior notes in December 2024, $460 million convertible senior notes in August 2024 and its merger with SPAC Power & Digital Infrastructure Acquisition Corp. in August 2021.

Nyobolt Closes $60 Million Series C

Tue, 05 May 2026 21:21:00 Z

London – May 5, 2026 – Cooley advised Nyobolt, a pioneer in ultra-fast, high-power, energy technology, on its $60 million Series C financing round, at a $1 billion valuation, to accelerate its development pipeline and bring power performance solutions to autonomous machines.

The round was led by Symbotic (NASDAQ: SYM), a leader in AI-enabled robotics technology for the supply chain, with participation from IQ Capital, Latitude (Phoenix Court), Scania Invest and CBMM.

Lawyers Angus Miln, Kristy Hart, Sonja Jounus, Mark Jones and Ben Shribman led the Cooley team advising Nyobolt.

Baird Capital Closes Oversubscribed Continuation Fund

Tue, 05 May 2026 21:08:00 Z

Chicago – May 5, 2026 – Cooley advised Baird Capital, a private equity firm focused on making venture capital, growth equity and private equity investments in strategically targeted sectors around the world, on the close of its continuation fund, to support Blue Matter, a leading strategic consulting firm serving the life sciences industry. The transaction was led by Ares Secondaries funds and other investors.

Lawyers Zachariah Robert, Aalok Virmani, Bernard Hatcher, Katia MacNeill and Kelly Zhao led the Cooley team advising Baird Capital.

a16z crypto Announces $2.2 Billion Fund Five

Tue, 05 May 2026 18:31:03 Z

Boston – May 5, 2026 – Cooley advised a16z crypto on the fundraise of its $2.2 billion fifth crypto fund.

Lawyers Matthew Smith, Charles Chen, Randy Coffey, Jeewon Lee, Charles A. Koech, Mara Rosario, Bella Berkley, Jack Edwards, Stephanie Gentile, Aalok Virmani, Stacey Song, Meredith Ashlock and Hardy Zhou led the Cooley team advising a16z crypto.

FDA Expectations Create Potential Friction in New Form 483 Response Guidance

Mon, 04 May 2026 20:45:12 Z

Sonia Nath, partner and chair of Cooley’s global life sciences and healthcare regulatory practice, was quoted in a Fierce Pharma article about the US Food and Drug Administration’s new draft guidance on Form 483 responses, noting that the level of detail and speed of submissions may create some tension that she urged manufacturers to address during the public comment period.

Read the article