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Washington Law Firms Gear up for Looming Democratic Probes

Sat, 07 Nov 2026 02:20:00 Z

Susanne Grooms, Cooley partner and leader of the firm’s bipartisan congressional investigations practice, spoke with Reuters on the anticipated surge in congressional investigations following Democrats’ victories in both chambers in the midterm elections, noting that the volume of congressional investigations could double.

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Travis LeBlanc Named to Forbes’ Inaugural America’s Top Lawyers for AI List

Fri, 06 Nov 2026 17:44:56 Z

Forbes named Cooley partner Travis LeBlanc to its inaugural America’s Top Lawyers for AI list, which recognizes leading lawyers working at the intersection of law and artificial intelligence.

LeBlanc co-chairs Cooley’s global cyber/data/privacy practice and advises clients on cybersecurity, data privacy, telecommunications and the regulation of emerging and innovative technologies.

Forbes selected honorees through a multistage editorial process evaluating the significance and complexity of their AI-related work, broader practices and thought leadership.

Read the full list.

Cooley Earns Two Honors at Lexology Index Awards

Fri, 06 Nov 2026 11:46:06 Z

Cooley received two awards at the Lexology Index Awards 2026.

The firm was named Healthcare & Life Sciences – Transactional Firm of the Year for the second consecutive year and was recognized as California Law Firm of the Year for the third consecutive year.

Formerly known as the Who’s Who Legal Awards, the Lexology Index Awards recognize individuals and firms that perform exceptionally well in the publication’s research across featured practice areas and more than 70 jurisdictions worldwide.

The winners were announced at an awards ceremony in London in November 2026.

Cooley Advised Dropbox on Agreement to Acquire Tigris Data

Fri, 06 Nov 2026 10:02:53 Z

Cooley advised Dropbox, a content and collaboration platform that’s transforming the way people work together, on its agreement to acquire Tigris Data, a globally distributed object storage platform built for AI workloads. The acquisition will accelerate Dropbox’s expansion into AI infrastructure for companies and developers.

The transaction was announced publicly in this press release.

Ben Beerle, Caitlin Cunningham, Raphael Davidian and Allie Pilmer led the Cooley team advising Dropbox.

Todd Gluth, Charles Haley, Scott McCall, Karun Ahuja, Andrew Epstein, Megan Drill, Makesi Buddy, Christopher Suhler, Joy Chow, Allison Nostdahl, Jennifer Ok, Jeremy Morrison, Stella Sarma and Rubin Waranch provided invaluable support.

Cooley previously advised Dropbox on its acquisitions of Reclaim.ai, Promoted.ai, Formswift, DocSend and CommandE.

Cooley Advised Ferric on Agreement to Be Acquired by onsemi for Up To $775 Million

Fri, 06 Nov 2026 00:31:55 Z

Cooley advised Ferric, an innovator in integrated voltage regulator (IVR) technology, on its agreement to be acquired by onsemi, a semiconductor company that delivers intelligent power and sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end‑markets. Under the terms of the agreement, onsemi will acquire Ferric for $600 million in cash at closing, plus up to $175 million in additional cash consideration tied to the achievement of revenue milestones.

The transaction is expected to close by the end of 2026.

Adam Bloom, Allison Pang, Gaël Hagan, Cameron Gyorffy, and Alice Wu led the team advising Ferric.

Timothy Shapiro, Charles Haley, Megan Browdie, Karun Ahuja, Robert Jacques, Carly Gibbons, Erica Russell, Blake Martell, Calvin Lee, Nicollette Kirby, Jennifer Ok, Makesi Buddy, Rubin Waranch, and Ryan Bowers provided invaluable support.

Cooley previously advised Ferric on multiple financing matters, including its Series C Financing in 2024.

T-Therapeutics Announces Oversubscribed $133 Million Series B

Thu, 05 Nov 2026 14:48:53 Z

London – November 5, 2026 – Cooley advised T-Therapeutics, a biotechnology company developing next-generation T cell receptor (TCR) T cell engager (TCE) for cancer and autoimmune diseases, on the closing of an oversubscribed $133 million Series B. The financing was co-led by Advent Life Sciences and British Business Bank with participation from other new investors and all existing major shareholders.

Lawyers Tom Goodman, Ellen Dewhurst and Bijal Limbachia and trainee Angus Wong led the Cooley team advising T-Therapeutics.

Cooley previously advised T-Therapeutics on its Series A extension in November 2025.

Alethio Therapeutics Announces $90 Million Series A

Thu, 05 Nov 2026 14:18:41 Z

London – November 5, 2026 – Cooley advised Alethio Therapeutics, a biopharmaceutical company developing next-generation therapies for myeloproliferative neoplasms, on its $90 million Series A.

Lawyers Tom Goodman, Joe Sandys, Ellen Dewhurst and Alexandra Paterson led the Cooley team advising Alethio Therapeutics.

Several Law Firms Staffing Call Centers for Voters

Thu, 05 Nov 2026 03:29:00 Z

Cooley pro bono partner Maureen Alger was quoted in the National Law Journal about the firm’s nonpartisan election protection efforts during the 2026 midterm elections. More than 100 Cooley attorneys are supporting the Election Protection voter hotline, with the firm hosting the Mid-Atlantic Call Center and Virginia Field Command Center. Cooley attorneys also are assisting with election misinformation monitoring in coordination with the Legal Defense Fund and serving as poll monitors through other nonpartisan organizations. Alger said the work gives Cooley lawyers and professional staff an opportunity to help voters access reliable information and exercise their right to participate in the electoral process.

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Corporate America braced for Democrats to unleash investigations after US midterms

Wed, 04 Nov 2026 19:18:04 Z

Susanne Grooms, Cooley partner and leader of the firm’s bipartisan congressional investigations practice, was quoted in the Financial Times on the anticipated wave of congressional investigations following Democrats’ projected takeover of both chambers of the US Congress. Grooms discussed how Democrats may use their expanded oversight powers to investigate potential misconduct and recover taxpayer funds, noting that lawmakers will be looking to demonstrate tangible results for their constituents.

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Garden State Opens Employee Separation Reporting Portal

Wed, 04 Nov 2026 08:00:00 Z

New Jersey’s Department of Labor and Workforce Development (NJDOL) has activated an online portal requiring employers to electronically report employee separations and information required to determine unemployment benefit eligibility. The portal implements a law that took effect in July 2023. Below, we outline the key aspects of this new requirement.

Who must report and when

All New Jersey employers, regardless of size, must use the portal to report every employee separation – including layoffs, terminations, resignations and retirements – whether or not the employee is expected to seek unemployment benefits. Employers must submit separation information within seven days of the separation date and should not wait for a former employee to file an unemployment claim before reporting. Employers conducting mass layoffs may report up to 1,000 separations in a single submission. Employers must register for portal access through the NJDOL; those using a third-party administrator for payroll should register for access and then grant access rights to that administrator.

Consequences of noncompliance

If an employer fails to submit separation information within the required timeframe, the NJDOL will issue a determination based on the available information. The employer will receive the determination and appeal rights by mail and must file any appeal within seven days of receipt; otherwise, the determination becomes final. Employers also face penalties for willful failure to furnish reports.

Separately, employers must continue providing departing employees with the BC-10 form (Instructions for Claiming Unemployment Benefits) but are not required to submit a copy to the NJDOL.

Claims process

Once a claim is filed, the claimant will receive a secure link to an online fact-finding application. The employer’s separation response will be shown to the claimant as part of that process. If follow-up is required, an examiner may contact the employer by email or phone, and the employer will have two business days to respond with any requested information.

Action steps

Employers with New Jersey operations or employees should:

Register for the portal. Register for access to the NJDOL separation reporting portal. If using a third-party administrator, the NJDOL advises employers to register for employer access first, then grant access rights to the third-party administrator.
Update offboarding procedures. Integrate portal submissions into separation and termination workflows to meet the seven-day filing window.
Train relevant personnel. Ensure individuals processing separations are familiar with the portal’s data fields and filing requirements.

If you have any questions about the requirement or how to comply, please contact your Cooley employment lawyer or one of the lawyers listed below.

Cooley Advised CrowdStrike on Agreement to Acquire Dreadnode

Tue, 03 Nov 2026 22:42:36 Z

Cooley advised CrowdStrike, a global cybersecurity leader, on its agreement to acquire Dreadnode, a leader in Automated AI Security Testing. With this acquisition, Dreadnode will extend the CrowdStrike Falcon platform into the layer where enterprises build and test AI, delivering Automated AI Security Testing capabilities that extend CrowdStrike's leadership in the AI Detection and Response (AIDR) category.

The transaction was announced publicly in this press release.

Ben Beerle, Bill Roegge, Caitlin Cunningham, Queenie Chen, Novak Topalovic, TJ Graham, Todd Gluth, Barbara Mirza, Randy Sabett, and David Zhou led the team advising CrowdStrike.

Ross Eberly, Miriam Petrillo, Jeremy Morrison, Joseph Stewart, Jacob Lahana, Dillon Jones, Mari Dugas, Amanda Pacheco, and Rubin Waranch provided invaluable support.

Cooley Lawyers Contribute to ‘The Practitioner’s Guide to Global Investigations’

Tue, 03 Nov 2026 21:41:54 Z

Cooley lawyers Matthew Kutcher, Alexandra Eber, Tom Peabody and George Papademetriou authored an updated chapter, “Fines, disgorgement, injunctions, debarment: the US perspective,” in the 11th edition of Global Investigations Review’s The Practitioner’s Guide to Global Investigations.

The chapter provides an overview of potential fines, penalties and other collateral consequences facing companies and individuals in enforcement actions under US federal law, including recent shifts in federal corporate enforcement priorities and developments involving Department of Justice and Securities and Exchange Commission enforcement, self-disclosure, disgorgement, injunctions and debarment.

Read the chapter

Connecticut’s AI Rules Take Shape: What Employers and Developers Need to Know

Tue, 03 Nov 2026 16:13:57 Z

On May 27, 2026, Connecticut Gov. Ned Lamont signed SB 5 (Public Act No. 26-15), a sweeping AI law with new obligations for employers that use AI in employment decisions and for the developers that build those tools. This alert summarizes SB 5’s key employment-related provisions and outlines practical next steps. It does not address SB 5’s other provisions, such as those regulating subscription-based AI providers, AI companion products and synthetic digital content.

What tools are covered?

Coverage under SB 5 turns on three definitions:

Automated employment-related decision technology (AEDT): Any technology that processes personal data and uses computation to generate an output (e.g., a prediction, recommendation, ranking or score) that is a “substantial factor” used to make or materially influence an “employment-related decision.” Excluded are word processing, spreadsheet, database and similar software that does not make or materially influence such decisions; systems used only incidentally to a decision; and purely descriptive, diagnostic or statistical information not relied upon in a decision.
Substantial factor: Any factor, including a constraint, ranking, score, recommendation or classification, that meaningfully alters the outcome of an employment-related decision concerning an individual in Connecticut.
Employment-related decision: Any decision, based on an individual’s personal data, to hire, promote, discipline, discharge, renew employment, select for training or apprenticeship, or otherwise affect tenure or the terms, privileges or conditions of employment. Excluded are decisions resulting in nonmaterial changes to job tasks, responsibilities, hours, or assignments and decisions concerning workplace health and safety, scheduling and planning, or productivity monitoring.

Notably, the “materially influence” standard appears broader than New York City’s AEDT law, which covers only tools that “substantially assist or replace discretionary decision making,” and may reach tools that merely inform a human decision-maker.

Employers’ disclosure and notice obligations beginning October 1, 2027

These obligations apply to “deployers”: any person doing business in Connecticut that deploys an AEDT in the state. Unfortunately, SB 5 defines neither phrase, leaving unclear whether the obligations reach out-of-state employers with Connecticut-based remote workers or applicants, or Connecticut applicants for out-of-state roles. Until further clarity emerges, multistate employers may wish to take a conservative approach and assume coverage.

Disclosure of AEDT interactions

Employers must disclose in plain language to employees and applicants in Connecticut when they are interacting with an AEDT (e.g., an AI chatbot or automated interview platform), unless that would be obvious to a reasonable person.

Pre-decision written notice to employees and applicants

Before using an AEDT to make, or as a substantial factor in making, an employment-related decision about an employee or applicant in Connecticut, employers must provide that individual a written notice disclosing:

That the employer has deployed an AEDT.
The purpose of the AEDT and the nature of the employment-related decision.
The trade name of the AEDT.
The categories of the individual’s personal data the AEDT will analyze or process, and how that data will be assessed in reaching a decision.
The sources of that personal data.
The employer’s contact information.

Employers and developers need not disclose trade secrets or other legally protected information, but must notify the affected person if information is being withheld and why.

Enforcement

These requirements (and the developer obligations below) are enforceable solely by the Connecticut attorney general under the Connecticut Unfair Trade Practices Act (CUTPA); there is no private right of action. For violations through December 31, 2027, the attorney general may provide notice and a 60-day cure period before bringing an action if the violation is curable.

Developers’ obligations beginning October 1, 2027

SB 5 also covers developers: any person doing business in Connecticut that “develops, or intentionally and substantially modifies,” an AEDT advertised, marketed, configured, contracted for, sold or licensed to materially influence employment-related decisions. Developers must give employers all information needed to meet their disclosure and notice obligations, and the parties may agree by binding contract that the developer will assume specified obligations.

Colorado’s SB 26-189 imposes a similar information-sharing requirement. And because modifying a tool can trigger developer status, employers that heavily customize third-party tools should consider whether they could be treated as developers.

Use of AI is no defense to discrimination claims (effective October 1, 2026)

SB 5 amends the Connecticut Fair Employment Practices Act (CFEPA) to provide that use of an AEDT is not a defense to a discrimination claim, building on Attorney General William Tong’s February 2026 memo confirming that existing anti-discrimination laws apply to AI-driven decisions. Although anti-bias testing is not required, the Connecticut Commission on Human Rights and Opportunities (CHRO) or a court may consider evidence of such testing or “similar proactive efforts,” including their quality, efficacy, recency, scope, results and the employer’s response. As we reported in our September 2025 alert, California’s Civil Rights Council regulations, effective October 1, 2025, contain nearly identical language.

New AI disclosure for layoff notices (effective October 1, 2026)

Following New York’s lead, SB 5 requires employers that serve a federal Worker Adjustment and Retraining Notification (WARN) Act notice on the Connecticut Department of Labor to disclose, in a form the labor commissioner prescribes, whether the layoffs relate to the employer’s use of AI or “another technological change” (an undefined term). As we noted in a February 2025 alert, New York Gov. Kathy Hochul proposed a similar requirement. AI is defined more broadly than AEDT, as “any machine-based system that, for any explicit or implicit objective, infers from the inputs such system receives how to generate outputs … that can influence physical or virtual environments.” The requirement is disclosure only, but employers should carefully consider how they characterize the reasons for a reduction in force.

Other notable provisions

SB 5 also includes two other provisions of note for AI developers:

Frontier developer whistleblower protections. “Frontier developers” (generally, those training foundation models using more than 10²⁶ integer or floating-point operations) may not adopt or enforce rules, policies or contracts permitting retaliation against employees for protected whistleblowing, including reports that the developer’s activities pose a specific and substantial danger to public health or safety due to a “catastrophic risk.” By January 1, 2027, “large frontier developers” (those with more than $500 million in annual gross revenues, including affiliates) must also establish an anonymous internal reporting process for covered employees. All frontier developers must notify covered employees of their rights. Violations carry civil penalties of up to $1,000 each, enforced by the attorney general.
AI regulatory sandbox. Effective July 1, 2027, the commissioner of economic and community development must develop a plan for an AI regulatory sandbox allowing applicants to temporarily test innovative products or services under reduced regulatory requirements, with legislative recommendations due by January 1, 2028. The concept is similar to Texas’s sandbox under the Texas Responsible Artificial Intelligence Governance Act (TRAIGA), discussed in our September 2025 alert.

Next steps for employers and developers

Although the AEDT requirements begin October 1, 2027, the CFEPA amendment and WARN disclosure are already in effect. Employers and developers should consider the following steps now:

Inventory AI tools. Employers should identify automated tools used in employment decisions and assess which may qualify as AEDTs, including tools that only inform a human decision-maker. Developers should identify products advertised, marketed or licensed for employment decisions that may qualify as AEDTs.
Review vendor contracts. Employers should confirm vendors will supply the information needed for required disclosures and notices and consider allocating those obligations by contract, along with audit rights, indemnities and cooperation obligations. Developers should decide whether to assume any employer obligations, clearly document any such allocation and identify information they may withhold as trade secrets.
Develop disclosure and notice templates. Employers should prepare plain-language AEDT interaction disclosures and tool-specific pre-decision notices that include each required element. Developers should prepare standardized documentation describing each tool’s purpose, the personal data it processes, the data’s sources and how it is assessed, so customers can readily complete their notices.
Commission or review anti-bias testing. Employers should confirm their tools have been tested for bias, document the results and remediate any disparities identified. Because employers may rely on such testing to defend discrimination claims, developers should expect customers to request testing results and consider how to share them. Given California’s nearly identical standard, a single well-designed testing program may support compliance in both states.
Update WARN notice procedures. Employers should promptly add the AI-related disclosure to their WARN Act checklists and forms and watch for the labor commissioner’s prescribed form.
Train relevant internal teams. Employers’ human resources, talent acquisition and other relevant teams should understand that relying on AI does not insulate employment decisions from discrimination claims. Developers’ product, sales and marketing teams should understand that how a tool is marketed or licensed can determine whether SB 5 applies.
Assess whistleblower obligations. Potential frontier developers should review policies and agreements for compliance with the anti-retaliation provisions and implement required employee notices; large frontier developers must also have an anonymous internal reporting process in place by January 1, 2027.

Bottom line

SB 5 adds Connecticut to a growing list of jurisdictions regulating AI in employment, with requirements that overlap with, but differ from, those in California, Colorado, Illinois and New York City. Multistate employers should build compliance programs that meet the most demanding requirements while accounting for state-specific differences. We will continue to monitor developments in this area.

Employers and developers with questions regarding the use of AI tools should contact their Cooley employment lawyer or one of the lawyers listed below.

BigLaw Attys Step up To Help Voters in Midterm Elections

Tue, 03 Nov 2026 15:22:54 Z

Cooley pro bono partner Maureen Alger was quoted in Law360 about the firm’s nonpartisan election protection efforts during the 2026 midterm elections. More than 100 Cooley volunteers are supporting the Election Protection hotline, with the firm hosting the mid-Atlantic call center and helping staff the Virginia regional command center. Cooley volunteers also are monitoring election misinformation in coordination with the Legal Defense Fund and serving as poll monitors. Alger said the work gives Cooley lawyers and business professionals an opportunity to help voters access reliable information and exercise their right to participate in the electoral process.

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Big Law Firms Track Midterm Election Vote

Mon, 02 Nov 2026 18:37:23 Z

Cooley pro bono partner Maureen Alger was quoted in Bloomberg Law about the firm’s participation in nationwide election protection efforts during the 2026 midterm elections, including staffing the Election Protection hotline, monitoring election misinformation in coordination with the Legal Defense Fund and serving as poll monitors. Alger described the work as an opportunity to help voters access reliable information and exercise their right to participate in the electoral process.

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Treasury’s Proposed COINS Rule Could Reshape NewCo Deal Terms

Mon, 02 Nov 2026 17:53:00 Z

Yiming Liu, partner in charge of Cooley’s Shanghai office, was quoted in a BioCentury article on how a proposed US Treasury rule could reshape new companies (NewCo) deal terms for China-to-West biotech transactions. Liu explained how limiting Chinese licensor equity stakes could ease subsequent fundraising and public listing processes, while noting that Chinese outbound investment requirements can complicate the receipt of equity. He also highlighted that some NewCo deals already use contractual rights to replicate equity returns for licensors, and that uncertainty over the rule’s final scope is currently affecting deal negotiations.

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Has Hong Kong’s IPO Boom Hit a Wall – or Is a Year-End Rush Still to Come?

Mon, 02 Nov 2026 17:42:00 Z

Michael Yu, partner in charge of Cooley’s Hong Kong office, was quoted in a South China Morning Post article examining the slowdown in Hong Kong’s initial public offering (IPO) market in the fourth quarter of 2026. Yu said the market could see another wave of listing applications in the first half of 2027, particularly from tech and biotech startups.

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Cooley Advised Cresta on Agreement to Be Acquired By Salesforce

Mon, 02 Nov 2026 10:11:20 Z

Cooley advised Cresta, the voice-first operating system for customer experience, on its agreement to be acquired by Salesforce, the global leader in CRM. The acquisition is expected to help businesses connect every insight to the customer to drive real outcomes. Salesforce brings the customer’s history and the systems to get work done. Cresta brings a deep understanding of every conversation, and the ability to drive action with voice agents. Together with Service Cloud, businesses will be able to connect every conversation to the customer and to the outcome it drives: resolution, retention and revenue.

The transaction is expected to close in the first quarter of Salesforce’s fiscal year 2028, subject to customary closing conditions, including receipt of required regulatory approvals.

The transaction was announced publicly in this press release.

Garth Osterman, Jamie Leigh, Eric Walder, Natalie Vernon, Peter Werner, Ryan Montgomery, Stella Sarma, Jeremy Morrison, and Caitlin Courtney led the team advising Cresta.

Miriam Petrillo, Ross Eberly, Nicola Squire, Addison Pierce, Guadalupe Sampedro, Michael Egan, Patrick Van Eecke, Leo Spicer-Phelps, Nyron Persaud, Kevin King, Christopher Kimball, Emma Mann-Meginniss, Patrick Gibbs, Michael Bergmann, Todd Gluth, Karen Tsai, Rebecca Ross, Ella Nguyen, Elaine Huang, Sean Dong, Brionne Frazier, Daria Versa, Kelly McCormick, Cristina DeBiase, Tony Guan, Makesi Buddy, Carly Gibbons, David Dalton, Mari Dugas, Bartholomaus Regenhardt, Joy Chow, Jordan Landers, Rubin Waranch, and Hanna Ali provided invaluable support.

Cooley previously advised Cresta on multiple financing matters including its Series B Financing in 2021, Series C Financing in 2022, and Series D Financing in 2024.

Four Cooley Litigators Named Law360 MVPs of the Year

Sun, 01 Nov 2026 15:23:00 Z

New York – November 1, 2026 – Law360 recognized four Cooley partners among its MVPs of the Year, including:

Rebekah Donaleski for Criminal Practice
Andrew Goldstein for White Collar
Travis LeBlanc for Cybersecurity & Privacy
William O’Connor for Transportation

After reviewing nearly 1,000 submissions, Law360 honored 170 attorneys as MVPs across 35 categories. MVPs are selected for distinguishing themselves from their peers through hard-earned successes in high-stakes litigation and complex, record-breaking deals.

Read the full list of honorees (subscription required)

Kalshi Raises $1 Billion Series G

Thu, 29 Oct 2026 18:07:09 Z

San Francisco – October 29, 2026 – Cooley advised Kalshi, the first US federally regulated exchange where you can trade on the outcome of any event, on its $1 billion Series G round at a $40 billion post-money valuation, co-led by Wellington and Sequoia.

Lawyers Kevin Rooney, Scott Rudin, Michael Perretta, John McDonough, Kerry Vance, Amelia Griffiths, and Eric Popp led the Cooley team advising Kalshi.

Cooley advised Kalshi on all previous financing rounds, including its $1 billion Series F in May 2026, $1 billion Series E in December 2025 and $300 million Series D in October 2025.

Cooley Advised 11:11 Systems on Acquisition of Assets of IBM

Thu, 29 Oct 2026 16:49:23 Z

Cooley advised 11:11 Systems, a leading managed infrastructure solutions provider, on its acquisition of select IBM VMware Cloud Service Provider enterprise customers.

The transaction was announced publicly in this press release.

Sonny Allison, Amelia Runyan Davis, Dallas Cruz and Tom Connors led the Cooley team advising 11:11 Systems.

Hannah Barcus, Nick Cagle, Jackson Alldredge, Kavi Huded and Charles Albert Watkins provided invaluable support.

Cooley previously advised 11:11 Systems on a number of transactions including its acquisition of Ntirety in 2026.

Cooley Advised Instacart on $17 Billion Agreement to Merge with DoorDash

Thu, 29 Oct 2026 10:54:49 Z

Cooley advised Instacart, a leading grocery technology company, on its $17 billion definitive merger agreement with DoorDash, an online delivery demand aggregator building the future of local commerce by connecting people to the best of their neighborhoods. Together, the combined company would offer grocers and retailers of every size DoorDash's delivery network and Instacart's grocery and fulfillment technology, in both apps and on stores' own websites, along with the advertising and AI tools each company has built.

The proposed transaction, under which DoorDash will acquire Instacart for a total value of $65.00 for each Instacart share, was approved unanimously by the boards of directors of both companies and is expected to close in the first half of 2028.

The transaction was announced publicly in this press release.

Jon Avina, Jamie Leigh, Kevin Cooper, Milson Yu, and Kyle Hess led the team advising Instacart.

Nyron Persaud, Tracy Rubin, Ariane Andrade, Michael Mencher, Nikki DiFederico, Julia Gage, Elaine Huang, Christopher Rebagliati, Shukra Sabnis, Talea Seyed, and Zi Ye provided invaluable support.

Cooley has advised Instacart since 2017 throughout its lifecycle, including on multiple financing matters leading up to its $660 million IPO in 2023 and on multiple acquisitions.

Still Not Dead: Delaware Supreme Court Keeps Verisk-AccuLynx Deal Alive

Thu, 29 Oct 2026 07:00:00 Z

The Verisk-AccuLynx deal lives on. On October 23, 2026, the Delaware Supreme Court affirmed the Court of Chancery’s August post-trial decision holding that Verisk Analytics could not terminate its $2.35 billion agreement to acquire AccuLynx after the Federal Trade Commission (FTC) review extended beyond the outside date. Verisk must continue pursuing antitrust clearance and – if the FTC approves the transaction and the other closing conditions are satisfied – close the deal.

The brief affirmance adds appellate weight – but no new legal analysis – to the Chancery Court’s contract-based ruling. That ruling turned on language barring termination where a party’s “other willful conduct” was the primary cause of a failed closing condition. The Court of Chancery read “willful conduct” to mean voluntary, intentional conduct, not only conduct intended to breach the agreement or derail closing.

What general counsel, boards and management teams should take away

Put post-signing business decisions on a deal-risk escalation path. Voluntary commercial conduct – even if not intended to breach the agreement or derail closing – may affect antitrust review and contractual termination rights.
Match governance to the regulatory clock. Management and deal teams should promptly elevate changes involving customers, competitors, integrations, pricing, product access or agency communications, and boards should receive clear updates as outside dates approach.
Negotiate termination blockers as operating rules, not boilerplate. The wording of “willful conduct,” causation standards and exceptions to outside-date termination rights can determine whether a party remains bound after the deadline.
Assume specific performance provisions may have real bite. A court may require a buyer to keep pursuing clearance and to close if approval and other conditions are satisfied, rather than allowing the buyer to pay damages and walk away.

The transaction is not guaranteed to close; it remains subject to FTC review and customary closing conditions. But the Delaware Supreme Court’s affirmance makes the warning harder to bury. Ordinary post-signing conduct can keep a deal from being laid to rest – and can keep the buyer bound beyond the outside date.

Read the full analysis

Silicon Valley Braces for Firestorm of Dem Scrutiny in 2027

Wed, 28 Oct 2026 19:22:00 Z

Susanne Grooms, Cooley partner and leader of the firm's bipartisan congressional investigations practice, was quoted in The Hill discussing the potential for increased congressional scrutiny of technology companies should Democrats regain control of Congress in 2027. Grooms highlighted Democrats’ broad interest in technology issues across congressional committees and noted that concerns around AI safety and regulation could drive scrutiny from both parties.

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Cooley Advised Freshworks on Acquisition of Robusta

Wed, 28 Oct 2026 16:18:38 Z

Cooley advised Freshworks, the AI-powered, unified service operations platform that is fast to deploy, intuitive to use, and enables every employee to be more productive, on its acquisition of Robusta, an incident intelligence engine that uses AI to investigate technology disruptions, identify root causes, and recommend remediation actions. The acquisition strengthens Freshservice's capabilities in incident management and IT operations. It bridges the gap between deep diagnostic intelligence, IT service management, and modern incident orchestration powered by platforms like FireHydrant. Together, this ecosystem helps IT and engineering teams move faster from identifying problems to resolving them, and ultimately to preventing them altogether.

The transaction was announced publicly in this press release.

Sepideh Mousakhani, Jon Gavenman, and Gaël Hagan led the team advising Freshworks.

Ross Eberly, Eileen Marshall, Charles Haley, Alessandra Murata, David Fletcher, Randy Sabett, Aaron Pomeroy, Novak Topalovic, Patrick Reed, Seamus Howard, Tony Guan, Jacob Lahana, and David Zhou provided invaluable support.

Cooley previously advised Freshworks on its Series H financing in 2020, its $1.13 billion IPO in 2021, and on its acquisitions of AnsweriQ, Device42, FireHydrant, Inc., and most recently Torii.

Law Over Borders Comparative Guide: Foreign Direct Investment Law Guide

Wed, 28 Oct 2026 04:18:00 Z

Caroline Hobson edited The Global Legal Post’s Law Over Borders Comparative Guide: Foreign Direct Investment Law Guide. The practical document brings together expert analysis from leading practitioners across multiple jurisdictions, analyzing how to navigate foreign direct investment controls, which have become one of the regulatory challenges for cross-border transactions.

Hobson, Anna Caro and Pia Pyrtek also contributed to the UK Q&A for the guide.

Read the guide

Read the UK Q&A

Hex Raises $100 Million Series D at $1.2 Billion Valuation

Tue, 27 Oct 2026 17:04:00 Z

San Francisco – October 27, 2026 – Cooley advised Hex, an AI analytics platform for humans and agents, on its $100 million Series D financing round at a $1.2 billion valuation. PeakXV and 137 Ventures co-led the round, with participation from Amplify, Avra, a16z, Next Legacy, Redpoint, Sequoia and Zero Prime.

Lawyers Kevin Rooney, Ida Mahmoudi and Ella Nguyen led the Cooley team advising Hex.

Cooley has represented Hex since 2023, advising on general corporate matters, and previously advised Hex on its $70 million Series C financing in the spring of 2025.

Cooley Advised Bain Capital as Lead Investor in OMass Therapeutics’ Oversubscribed $310 Million Series C Financing

Tue, 27 Oct 2026 11:40:03 Z

Cooley advised Bain Capital Life Sciences as lead investor alongside Forbion and Novo Holdings on the oversubscribed $310 million Series C financing round of OMass Therapeutics, a biotechnology company developing small molecule therapeutics against highly validated target ecosystems. Proceeds from the financing will support the advancement of the Company’s lead program, OMS1620, a potential best-in-class MC2 (melanocortin-2) receptor antagonist, through Phase 2 clinical development in congenital adrenal hyperplasia (CAH), as well as ACTH-dependent Cushing’s syndrome.

The transaction was announced publicly in this press release.

James Schneider, John Rearick, Andrea Reid, Mark Jones and Sonja Jounus led the team advising Bain Capital.

Stephanie Gentile, Nicola Squire, Christopher Kimball, Caroline Hobson, Sharon Connaughton, Anna Caro, Chris Lynn, Karen Tsai, Michael Fernando, and Joseph Arico provided invaluable support.

Cooley Advised TriGemX Bio on Business Combination Agreement with TCGX Acquisition Corp.

Tue, 27 Oct 2026 11:26:22 Z

Cooley advised TriGemX Bio, a biotechnology company focused on developing elismetrep, a potential first-in-class treatment for migraine, on its definitive business combination agreement with TCGX Acquisition Corp. (Nasdaq: TCGX), a special purpose acquisition company (SPAC) sponsored by TCGX. Net proceeds from the transaction are expected to provide the Combined Company with the capital needed to complete the ongoing elismetrep Phase 3 clinical trials for the acute treatment of migraine and submit a New Drug Application (NDA) for this indication, complete a clinical trial of elismetrep in migraine prevention using a distinct dose and formulation, and enable key commercial readiness activities as the Combined Company prepares for a potential U.S. launch.

The transaction was announced publicly in this press release.

Div Gupta, Bill Sorabella, Eric Blanchard, Julia Kim, and Susan Choy led the team advising TriGemX Bio.

Michael Bergmann, Christopher Kimball, Madhuri Roy, Alison Freeman-Gleason, Natasha Leskovsek, Sharon Connaughton, Jennifer Shanley, Phil Mitchell, Stephanie Gentile, Todd Gluth, Julie Montejo, Kevin Cheng, Will Friend, Chelsea Braun, Josh Holtzman, Matt Choy, and Calvin Lee provided invaluable support.

Cooley Advised Corxel Pharmaceuticals on Business Combination Agreement with Amanat Acquisition Corp

Tue, 27 Oct 2026 11:10:30 Z

Cooley advised Corxel Pharmaceuticals, a clinical-stage biopharmaceutical company focused on developing innovative oral therapies for obesity and related cardiometabolic conditions, on its definitive business combination agreement with Amanat Acquisition Corp., a publicly traded special purpose acquisition company. Upon completion of the proposed transaction, Corxel US will become a wholly owned subsidiary of the combined public company. The proposed business combination and concurrent PIPE are expected to provide approximately $377 million (prior to the payment of transaction costs and assuming no redemptions by Amanat’s shareholders) in gross proceeds to the combined company. The net proceeds from the proposed transaction are expected to support the company through 2029 and to fund the global Phase 3 development program for CX11 in obesity.

The transaction was announced publicly in this press release.

Div Gupta, Rama Padmanabhan, Lindsey O’Crump Crow, Minkyu Park, Ruomu Li, Will Cai, Mark Ballantyne, Michael Shen, and Susan Choy led the team advising Corxel Pharmaceuticals.

Alessandra Murata, Alexander Lee, Ariane Andrade, Helenanne Connolly, Sharon Connaughton, Rajdeep Bains, Brenna McGuire, Ama Zaniker-Gomez, Ben Shulman, John DelMastro, Virat Gupta, Hardy Zhou, Sean Ross, Shelby Saunders, and Jason Valentine provided invaluable support.

Cooley previously advised Corxel Pharmaceuticals on its Series D Financing in 2026.

Space Bureau Announces Milestone and Surety Bond Transition Procedures

Tue, 27 Oct 2026 07:00:00 Z

On October 7, 2026, the Federal Communication Commission’s Space Bureau announced transition procedures for space station licensees and market access grantees ahead of the effective date of its recently adopted Part 100 rules, which modify space station surety bond and milestone requirements. Formal adoption of the new rules still requires Federal Register publication and implementation of relevant software changes to handle the revised rules. The Space Bureau will announce the effective date of the new Part 100 rules in a forthcoming public notice.

Before the effective date, current licensees and market access grantees that would not be subject to bond requirements under the new rules – GSO (Geostationary/ Geosynchronous Orbit) systems and NGSO (Non-Geostationary Satellite Orbit) systems not authorized under a processing round – may request to be relieved immediately (upon approval) of the current bond requirements by filing a letter request in the International Communications Filing System (ICFS). Additionally, such licensees and grantees may seek to replace the current milestone deadlines with the more lenient deadlines established in the new Part 100 rules.

Current licensees and market access grantees that were authorized under a processing round (and thus still subject to bond requirements under the new rules) may elect to replace their current bond with a new surety bond sized under the new deescalating bond formula, which would take effect on the effective date of the new rules. Such licensees and market access grantees must notify the Space Bureau of their election within one year of the effective date, or the relevant surety bond requirements would remain in force for the rest of the system’s license term. Licensees and market access grantees subject to processing rounds do not have applicable new milestone deadlines.

The Space Bureau will review and approve requests on a rolling basis. To be eligible for either of the above options, a licensee or grantee must meet all of the following:

Be in compliance with all current milestone and surety bond terms.
Not have a pending request for a milestone waiver.
Not have received a waiver of the milestone rules.

The public notice recommends that filing parties provide a courtesy copy to Brandon Padgett, acting associate division chief of the Satellite Programs and Policy Division at the Space Bureau, with any filing.

Current applicants may include the certifications described above as part of a pending application, or as a supplement to an already-filed application, to support a waiver request of the bond and/or milestone obligation in the event the pending application is granted prior to the effective date. All applications authorized after the effective date will be automatically subject to the Part 100 milestone and bond rules.

If you are interested in learning more about the new Part 100 rules and transition requirements, please reach out to the Cooley team.

Treasury Proposes Sweeping Expansion of US Outbound Investment Restrictions Under COINS Act

Tue, 27 Oct 2026 07:00:00 Z

On October 22, 2026, the US Department of the Treasury (Treasury) proposed a sweeping expansion of the US Outbound Investment Security Program (OISP), implementing the Comprehensive Outbound Investment National Security (COINS) Act and marking the most significant tightening yet of restrictions on US capital flowing to China, Russia and other foreign adversaries. The notice of proposed rulemaking (NPRM) would broaden the list of “countries of concern,” add new covered technology sectors and impose an outright ban on covered transactions involving super intelligence (SI) systems (formerly artificial intelligence), specified biotechnologies and key semiconductor technologies, including photonics.

Comments on the NPRM are due December 7, 2026, and the COINS Act requires Treasury to finalize implementing regulations by March 13, 2027.

Key takeaways

Coverage would expand beyond China

The existing OISP applies only to the People’s Republic of China (PRC), including Hong Kong and Macau. The proposed rule would expand “country of concern” to also include Cuba, Iran, North Korea, Russia and Venezuela under the regime of Nicolás Maduro Moros.

This expansion matters well beyond the countries themselves: OISP restrictions reach not just entities based in a country of concern, but any person who is a citizen or permanent resident of one. As a result, companies located elsewhere – including in the United States – can still fall within scope if they are majority owned or controlled by a covered foreign person.

Biotechnology would become a new prohibited technology sector

Perhaps the most significant sectoral expansion is biotechnology, where specified activities would be prohibited outright rather than merely notifiable. Covered activities are:

Development, engineering or use of a biological system (or any component) to modify, enhance, produce or control specified agents or toxins, energetic precursors or materials, functional materials, pharmaceutical compounds or biofuels.
Brain-computer interfaces.
Specified biomanufacturing equipment.
Biological sequencing technologies.
Certain flow cytometers, cell sorters and mass-spectrometry instruments.
Computational and bioinformatics tools.
Hardware, robotics or software used for automated scientific discovery or experimentation, including laboratory automation and cloud-lab infrastructure.

Notably, “pharmaceutical compounds” expressly includes vaccines, cell and gene therapies, monoclonal antibodies, and other recombinant therapeutic proteins. If the final rule is adopted as currently drafted, it would prohibit all investments by US persons in covered foreign persons engaged in the biotechnology activities described above. Given the potential impact on public health and commercial activity, Treasury has specifically requested comments on this scope.

‘Artificial intelligence’ becomes ‘super intelligence’ – and the restrictions get broader

Beyond the terminology shift from “AI system” to “super intelligence” or “SI system,” the NPRM would jettison the current tiered structure – which splits covered AI transactions into prohibited or notifiable categories – along with the existing compute-training thresholds used to trigger coverage. In their place, the proposed rule would prohibit all covered national security transactions involving the development of SI systems.

The definition of “SI system” would also expand to expressly capture systems that generate content or enhance or extend the capability of a third-party model, including agentic harnesses, embodied SI systems, industrial or humanoid robots, autonomous vehicles and unmanned systems.

High-performance computing, supercomputing and hypersonics become covered technology sectors

The COINS Act added high-performance computing, supercomputing and hypersonic systems as statutory technology areas. The NPRM defines this expansion as follows:

High-performance computing and supercomputing – The NPRM would retain existing restrictions on specified supercomputers and add a new notification requirement for developing or producing high-bandwidth, low-latency interconnects used in high-performance computing.

Hypersonics – The proposal would prohibit investments in the development or production of hypersonic systems, qualifying propulsion systems, specified high-temperature and stealth materials, testing infrastructure, and certain digital-twin and digital-thread technologies. Other sensors, guidance and control equipment, software, and materials capable of use in hypersonic systems would generally be subject to notification rather than prohibition.

Photonics named a prohibited semiconductor technology

The NPRM also materially expands the semiconductor and microelectronics provisions. Most notably, Treasury proposes to designate the development or production of any photonic integrated circuit as prohibited technology, expressly including optical components, co-packaged optics and silicon-photonics integration.

Photonics also intersects with the NPRM’s high-performance computing and supercomputing provisions: Treasury notes that photonic integrated circuits – including optical components, co-packaged optics and silicon-photonics integration – are increasingly relevant to advanced computing infrastructure.

The semiconductor provisions would also expand in other respects, including additional restrictions on radiation-hardened integrated circuits, high-bandwidth memory, compound-semiconductor integrated circuits and additional advanced semiconductor equipment.

Addition of new exceptions to prohibitions and notification requirements

The NPRM adds new exceptions to covered national security transactions, including:

De minimis exception – A transaction that would otherwise be notifiable is excepted where neither the value of the transaction nor the funds or other consideration provided to the relevant covered foreign person or joint venture exceeds $50,000 in the aggregate over the preceding 12 months.
Secondary transactions – Transactions secondary to a covered national security transaction are also excepted, including, without limitation, certain contractual arrangements, bank lending, processing, clearing, or sending of payments by a bank, and underwriting services.

New diligence factor added

Treasury would retain the existing “knowledge” standard, under which a US person can be deemed to know facts it could have identified through reasonable, diligent inquiry. The NPRM adds one new diligence factor: whether the US person appropriately considered any information Treasury made available before the transaction closed, including any Treasury assessment that the relevant covered foreign person may be engaged in a notifiable or prohibited technology.

As a practical matter, US persons subject to the regulations continue to bear primary responsibility for determining whether a transaction is prohibited, notifiable or outside the scope of the regulations.

Introduction of a nonbinding feedback process for difficult transactions

The NPRM proposes a new process allowing a person with a direct financial interest in an actual, prospective transaction to seek confidential, nonbinding feedback – or anonymized public guidance – on whether the transaction would be prohibited.

The mechanism could prove useful for transactions raising difficult technical classification questions, but it is not a formal clearance process. Treasury would have discretion whether to respond, and any feedback would not constitute an authorization, license, exemption or waiver, nor otherwise bind Treasury.

What investors and companies should do now

The NPRM is only a notice of a proposed rulemaking and is not a final regulation; it does not yet change substantive obligations under the existing OISP, which Treasury will continue to enforce until the final rule takes effect.

Still, the proposal’s scope – particularly its expansion into biotechnology, photonics, SI, hypersonics and additional countries – means investors and companies should begin assessing how the new framework could affect their activities and diligence processes. Those with particular concerns about the breadth or technical parameters of the proposed definitions should consider submitting comments to Treasury by December 7, 2026.

If you have questions about the NPRM or how it may affect your business, or would like help submitting comments to Treasury, please contact a member of the Cooley team listed below.

Lawyers gird for congressional probes if Democrats take control

Tue, 27 Oct 2026 04:41:00 Z

Susanne Grooms, Cooley partner and head of the firm's bipartisan congressional investigations practice, was quoted in a Reuters article discussing how law firms are preparing for a potential wave of congressional investigations if Democrats regain control of at least one chamber of Congress in the November midterm elections. Grooms noted that Democratic lawmakers are signaling plans to seek information from private sector.

Read the article (subscription required)

VC Firms Tap LP Pools, Warehouse Loans for Speedy AI Cash

Tue, 27 Oct 2026 04:24:00 Z

Peter Werner, partner and chair of Cooley’s business department, was quoted in The Information on the growth of fund pooling, where the strategy, known as VC limited partner investing, has been increasing popular as funding rounds in startups have jumped in in both size and frequency.

Read the article (subscription required)

Cooley Among Top Firms on Law360 Pulse Leaderboard

Mon, 26 Oct 2026 18:21:00 Z

Palo Alto – October 26, 2026 – Cooley ranked #9 overall on the latest Law360 Pulse Leaderboard. The ranking is an annual culmination of Law360’s holistic review of how law firms compare based on three pillars: prestige, platform strength and practice footprint. Each pillar is equally weighted to determine a final composite score.

According to Law360, “The firms that made it to the top of our Leaderboard ranking this year have demonstrated they have a sturdy foundation, are active players in litigation and are well respected among clients and peers alike.”

Cooley has ranked among the top 10 law firms since the Pulse Leaderboard’s 2022 inception.

View the full rankings (subscription required)

Cooley also was recently recognized by Law360 as a Prestige Leader for its financial success, reputation among attorneys, talent and awards won, and positive representation in the media.

Cooley Advised Prana Therapies on Agreement to Be Acquired By Bolt Biotherapeutics

Mon, 26 Oct 2026 17:48:54 Z

Cooley advised Prana Therapies, a clinical-stage biotechnology company pioneering next-generation half-life-extended multispecific antibodies, on its agreement to be acquired by Bolt Biotherapeutics, a clinical-stage biotechnology company pioneering a new generation of half-life-extended multispecific antibodies. Following the acquisition, the Company will focus on advancing Prana’s pipeline of half-life-extended multispecific antibodies generated from its proprietary INSPIRE platform, led by PRA-216, a novel IL-4Rα/TSLP bispecific antibody currently in Phase 2 development in asthma, chronic obstructive pulmonary disease (COPD) and atopic dermatitis, with a Phase 2 study in eosinophilic esophagitis (EoE) planned. The acquisition was structured as a sign-and-close reverse merger, in which the parties entered into a merger agreement for a stock-for-stock transaction.

The transaction was announced publicly in this press release.

Ken Rollins, Rama Padmanabhan, Madison Jones, Jenny Ge, Rajdeep Bains, and Caroline Diemer led the team advising Prana Therapies.

Charity Williams, Alessandra Murata, Ross Eberly, Alexander Lee, Megan Browdie, Stella Sarma, Wade Andrews, Brittany Wightman, Leah Duncan, Camille Awono, Michael Kelker, Lexi Arnold, Jessica Kocinski, Sharon Connaughton, Longbo Wang, Carly Robinson, Joe Perry, Mark Cornillez-Ty, Benjamin Sweeney, Christopher Kimball, Annie Froehlich, Karen Tsai, Natasha Leskovsek, Phil Mitchell, Jennifer Shanley, Sarah Miller, Andrew Epstein, Mari Dugas, Calvin Lee, Jacob Lahana, Kathryn Sorenson, Tal Simon, and Breanna Qin provided invaluable support.

Cooley previously advised Prana Therapies on its Series A Financing in 2026.

FCC to Vote on International Section 214 Overhaul: What Authorization Holders Need to Know

Mon, 26 Oct 2026 16:51:31 Z

The Federal Communications Commission (FCC) will vote on October 29, 2026, on a draft Report and Order and Further Notice of Proposed Rulemaking in the Evolving Risks proceeding (IB Docket No. 23-119). The draft, circulated October 8, is not final FCC action and may change.¹

Status, Sunshine period and effective dates

The item is not final FCC action and remains subject to change. The proceeding is permit-but-disclose. The FCC is expected to release the Sunshine Agenda for the October 29 meeting on October 22, 2026; under the FCC’s rules, presentations to decision-makers on the item are prohibited beginning the day after that release – October 23, 2026 – and remain prohibited until the FCC releases the text of the adopted item.²

If adopted, the rules would take effect 60 days after Federal Register publication, except that the amendments to sections 63.18, 63.19, 63.21 and 63.24 – which contain nearly all of the new obligations – and the one-time collection take effect only after the Office of Management and Budget (OMB) completes Paperwork Reduction Act review. The Office of International Affairs (OIA) will announce those dates and the collection deadline. Pending applications need not be amended, but grants will be conditioned on the new rules, and applicants must certify acceptance of the routine conditions within 30 days of the effective date. Unless noted, this alert describes what the FCC “would” adopt; Further Notice items remain proposals only.

Key deadlines

Obligation	Who	Deadline (from effective date unless noted)
Certify acceptance of amended conditions; cyber and Covered List certifications	Applicants pending on effective date	30 days
Certify future cybersecurity compliance	Existing holders	30 days
Submit one-time information collection	Existing holders	No fewer than 30 days after the collection’s effective date (OIA to announce)
Implement cybersecurity program	Existing holders	One year
Report whether service has commenced	Existing holders	One year
Commence service; file notification	New grants	One year from grant of authorization; 30 days after commencement
Submit cybersecurity implementation certification	New grants	30 days after commencement
Submit new cross border facility notification	Facilities-based holders	30 days after commencement
Submit material change notification	All holders	30 days after material change
Submit discontinuance notification and surrender	All holders	30 days after three months without international service

What to do now

Inventory all authorizations, confirm a 2023 – 2024 response was filed, and consider surrendering unused or duplicative authorizations before the new deadline.
Confirm service status under each authorization.
Begin assembling cross-border facilities data (or wholesale provider data for resellers) and 5% ownership and control information, and review investor confidentiality commitments.
Screen vendors and managed service providers for Covered List and foreign adversary³ linkage, and lock procurement against additions of either.
Document a written cybersecurity program consistent with the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and the Cybersecurity & Infrastructure Security Agency (CISA) Cybersecurity Performance Goals (CPGs) or Center for Internet Security (CIS) Controls.
Review adjudicated compliance history against the five character categories.
Stand up a 30-day material change process and update discontinuance notice templates.
Consider filing comments on the Further Notice proposals; comments will be due 30 days after Federal Register publication of the adopted item.

New application requirements (§ 63.18(r)–(w))

These requirements would apply to applications for new authority, modification, assignment and transfer of control, and (in part) to pro forma notifications.

Cross-border facilities (§ 63.18(r)). For each cross-border facility – including data centers, points of presence (PoPs) or private interconnection points with ingress/egress switches or routers – facilities-based applicants would provide location and ownership details, IP prefixes and autonomous system numbers (ASNs), principal equipment information (including any foreign adversary or Covered List entity links), services provided, and any foreign adversary-linked physical or remote access. Resale-only applicants would identify wholesale/intermediary providers and any underlying mobile network operator (MNO). Pending applications must be amended within 30 days of any change. The information is presumptively confidential but may be shared with Team Telecom, the Department of Justice, Department of Homeland Security and Department of Defense, and reporting such facilities may trigger Team Telecom referral.
Five percent ownership (§ 63.18(h)). The disclosure threshold drops from 10% to 5% of direct or indirect equity and/or voting interests. Interests of 5%-to-under-10% held through a US publicly traded company need not be identified unless the public company has actual knowledge, measured by its share register, insider holdings, Schedules 13D/13G and Form 13F data, periodic-report beneficial ownership tables and information known “by whatever source.” The exception is limited to US publicly traded companies; there is no exception for passive or insulated interests or for private companies. The information would not be treated as presumptively confidential. The 10% foreign ownership trigger for routine Team Telecom referral is retained, but 5% information may inform the FCC’s discretion to refer any application.
Services and geographic markets (§ 63.18(s)). Applicants would disclose current and planned services, customer types, facilities versus resale and markets served. Planned information is confidential; current information is not.
Third-party service providers (§ 63.18(t)). Applicants would disclose whether they use any foreign adversary-controlled or Covered List entity, or any entity with network/ systems/communications/records access from a foreign adversary country, for managed services (“a complete, end-to-end communications solution”) supporting Section 214 operations. This is not confidential, and the FCC expects generally to refer such applications to Team Telecom. An applicant unable to confirm the information at filing must request a waiver and file status updates every 30 days.
Cybersecurity certification (§ 63.18(u)). Applicants would certify adherence to baseline cybersecurity practices structured according to an established risk management framework and incorporating an internationally recognized set of best practices. A program built on the NIST CSF incorporating CISA’s Cross-Sector Cybersecurity Performance Goals or the CIS Controls presumptively complies and, if reduced to writing, also satisfies the 5G Fund and other USF cybersecurity rules.
Covered List certification (§ 63.18(v)). Applicants would certify they will not use or add Covered List equipment or services for Section 214 service; modification, assignment and transfer applicants certify none will be added. The certification is limited to Covered List entries based on producer/provider determinations (e.g., named manufacturers and service providers) and does not reach the production location-based entries added since December 2025.
Character certification (§ 63.18(w)). Applicants would certify, as to adjudicated matters only, whether they:

Materially violated the Communications Act where the violation was not remediated by consent decree or compliance plan, resulted in loss of a license or authorization, or was found intentional.
Committed national security-related violations, including Covered List violations.
Made materially false statements or committed fraud concerning national security or the Communications Act.
Were adjudicated for such conduct by another US agency.
Materially breached an authorization condition, including a mitigation agreement, subject to the same three qualifiers as item (1).

Applicants would also certify service on the secretaries of defense and state and affected governors; assignors and transferors would disclose any International Signaling Point Codes (ISPCs) and whether they are part of the transaction.

New routine conditions (§§ 63.19, 63.21)

Commence service within one year. New holders must commence service within one year of grant and file a certified International Communications Filing System (ICFS) notification within 30 days of commencement identifying the date and services; failure to commence or notify, absent a waiver, is grounds for revocation. Authorizations associated with a common carrier submarine cable instead follow the three-year cable landing license timeline. Existing holders must notify within one year of the effective date whether they have commenced service, and if not, an alternative timeframe – or surrender.
Permanent discontinuance. Three consecutive months without service requires surrender and an ICFS notification within 30 days; discontinuing service without a prior waiver is grounds for revocation. Customer notices must identify the holder, date, affected areas/routes and services, and a copy must be submitted to ICFS.
Cross-border facility notifications. Facilities-based holders must notify the FCC within 30 days of commencing service in any new cross-border facility or with a new underlying provider.
Cybersecurity. New holders implement the program by commencement of service and certify within 30 days; existing holders implement within one year of the effective date and certify within 30 days of the effective date that they will.
Covered List. New holders may not use or add Covered List equipment or services (producer/provider-based entries); existing holders may not add them, though existing equipment need not be removed.
Material change reporting. All holders must notify the FCC within 30 days of a material change to previously submitted information or certifications, including changes to cross-border facilities, new 5% interest holders, new services or markets, third-party providers or certifications. OIA decides materiality.
Enforcement. Noncompliance with any reporting requirement is grounds for revocation and/or termination, and the FCC may review any authorization at any time.

One-time information collection

Every existing holder would file the same cross-border facilities, ownership, services/markets, third-party provider, cybersecurity, Covered List, and character disclosures and certifications described above, plus a list of all its authorizations explaining why it needs more than one. The FCC “strongly encourage[s]” surrendering duplicative authorizations; holders that surrender everything before the deadline need not respond. Information must be current as of 30 days before filing; the deadline is no fewer than 30 days after the collection’s effective date. Holders certify accuracy under a “substantial due diligence” (not strict liability) standard; noncompliance exposes holders to forfeitures and revocation.

Revocation of 2023 – 2024 nonresponders

Holders that did not respond to the 2023 Evolving Risks Order collection would be presumed to be no longer operating. OIA would publish a Federal Register list giving holders 30 days to respond or surrender, then 15 more days before revocation. Late responders are not subject to these procedures. Reinstatement nunc pro tunc could be sought within six months on good cause.

Further Notice proposals

None of the following is adopted; each would require a further order.

Presumptive disqualifying conditions (proposed § 63.27). Applicants that are foreign adversary-controlled, on the Covered List, or previously denied or revoked on national security grounds (and the affiliates and subsidiaries of any such revoked or denied entity); applicants with foreign adversary financing, strategic partnerships or mergers affecting Section 214 operations; and applicants with foreign adversary-linked senior officials – rebuttable only by clear and convincing evidence.
Indefeasible right of use (IRU), capacity lease, dark fiber and spectrum arrangements. A proposed condition barring new or extended arrangements giving foreign adversary-controlled, Covered List or previously revoked entities ownership, control, management authority or meaningful operational control over a holder’s network; contractual flow-down to customers and downstream customers; a filing within 60 days of commencing service and annually listing all such arrangements with copies of the agreements (confidential); and a one-time certification from existing holders within 60 days.
Foreign adversary-produced equipment and services. No use by new applicants, and no addition by any holder, of equipment or services “produced (including any major stage of the process … including manufacturing, assembly, design, and development) or provided by” foreign adversary-controlled or Covered List entities; existing holders would certify current use within 60 days.
Third-party service providers. A prohibition on foreign adversary-linked providers under a broadened definition reaching any third party whose services – including network operations center (NOC), maintenance, billing, customer support, security, IT, cloud and data center services – could give it access to principal equipment, domestic communications, lawful US process or customer records.
Cyber and physical security risk management plans signed by a senior officer and producible on request, with two-year record retention; incident reporting within 72 (or 48) hours; and mandatory cyber hygiene measures.
Other: prohibiting access by foreign adversary-linked personnel; disclosing all facility locations; prior approval before serving a foreign adversary country; concurrent Team Telecom filings for mitigation-agreement holders; codified modification rules (§ 63.26); and broad interagency information sharing (§ 63.30).

Notes

Review of International Section 214 Authorizations to Assess Evolving National Security, Law Enforcement, Foreign Policy, and Trade Policy Risks; Amendment of the Schedule of Application Fees Set Forth in Sections 1.1102 through 1.1109 of the Commission’s Rules, IB Docket No. 23-119, MD Docket No. 23-134, Report and Order and Further Notice of Proposed Rulemaking, FCC-CIRC 2610-05 (circulated Oct. 8, 2026) (Draft Order). The document “has been circulated for tentative consideration by the Commission at its October 29, 2026, open meeting,” remains “subject to change,” and “does not constitute any official action by the Commission.” Id. at 1 n.*.
47 CFR § 1.1203(a)–(b); Draft Order at 1 n.* (Sunshine Agenda “is typically released a week prior to the Commission’s meeting”). The FCC released the tentative agenda for the October 29, 2026, open meeting on October 8, 2026; as of October 21, 2026, no Sunshine notice had been released.
“Foreign adversary,” “foreign adversary country” and “owned by, controlled by, or subject to the jurisdiction or direction of a foreign adversary” are defined in 47 CFR § 1.70001(e)–(g) by reference to the Department of Commerce’s determinations in 15 CFR § 791.4. Currently, the following are identified as foreign adversaries: China (including the Hong Kong and Macau Special Administrative Regions), Cuba, Iran, North Korea, Russia and the Maduro Regime. 15 CFR § 791.4(a).

If you would like to discuss these requirements, prepare for the one-time collection or participate in the comment process, please contact one of the Cooley lawyers listed below.

This alert is based solely on the circulated draft of FCC-CIRC 2610-05 released October 8, 2026, which remains subject to change before FCC’s October 29, 2026, vote.

Cooley Advised Third Dimension AI on Acquisition By Rivian Automotive

Mon, 26 Oct 2026 11:33:57 Z

Cooley advised Third Dimension AI, a pioneer in AI-powered 3D spatial generation, on its acquisition by Rivian Automotive, an automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. The strategic transaction will accelerate synthetic data generation and full-world simulation for Rivian's driver assistance and self-driving systems.

The transaction was announced publicly in this press release.

Erik Edwards, Von Bryant, Charles Haley, Jonathan Rivinus, and Nyron Persaud led the team advising Third Dimension AI.

Ann Bevitt, Haley Schubert-Nieh, Elina Firsava, Tony Guan, Eileen Leman, Kafeel Azher, Nicola Squire, Bethan Chalmers, and Jack Jones provided invaluable support.

Cooley previously advised Third Dimension AI on its Series Seed Financing in 2024.

FCC to Vote on International Section 214 Overhaul: What Investors Need to Know

Mon, 26 Oct 2026 07:00:00 Z

The US Federal Communications Commission (FCC) will vote on October 29, 2026, on a draft Report and Order and Further Notice of Proposed Rulemaking that would rewrite certain rules, as well as propose additional revisions, for international section 214 authorizations – the FCC authority required to provide common carrier telecommunications service between the US and foreign points. The draft, circulated October 8, is not final and may change.¹

Implications for investors

Any fund, co-investor, limited partner, or other entity or person that is attributed a direct or indirect equity or voting interest of 5% or more would be identified in a public FCC filing unless the interest flows through a US public company without actual knowledge of such interest; existing holders would supply the same information in the one-time collection; and a “new 5% interest holder that is known by the authorization holder in the ordinary course of business” is a material change requiring notice to the FCC within 30 days. Confidentiality terms in partnership agreements and side letters should be reviewed accordingly; one commenter noted such agreements would need “to be modified in order for disclosure to be allowed.”

Practical considerations

Diligence: Confirm the target holds an authorization, responded in 2023 – 2024, is providing service under each authorization, and whether it uses Covered List equipment, foreign adversary-linked providers or cross-border facilities.
Cap table: Map every direct and indirect equity or voting interest of 5% or more and identify any that flow through a US public company; while equity is calculated on a pass-through basis, the FCC has complicated rules on calculating voting interests, particularly with respect to limited partners and members of limited liability companies.
Investor confidentiality: Review fund documents and side letters for restrictions on disclosing investor identities.
Foreign adversary exposure: Identify any foreign adversary-linked holder with a 10% or greater interest, financing or partnership with a foreign adversary-controlled entity, or senior official working from a foreign adversary country.
Deal documents: Allocate responsibility for the one-time collection, the certifications, the one-year commencement condition and 30-day notices between signing and closing.
Advocacy: Comments on the Further Notice are due 30 days after Federal Register publication. The FCC specifically requests “data and quantitative analysis” on availability, bottlenecks and price effects.

Status

Currently, the item is a circulated draft in IB Docket No. 23-119 and MD Docket No. 23-134 and “does not constitute any official action by the Commission.” If adopted, most rules would take effect 60 days after Federal Register publication, but the amendments to several rules and the one-time collection would await OMB Paperwork Reduction Act review, with the Office of International Affairs (OIA) to announce those dates. This alert describes what the FCC “would” do if it adopts the draft. Further Notice items are proposals only.

The 5% ownership threshold

Current Section 63.18(h)(1) requires disclosure of holders of “ten percent or more of the equity interests and/or voting interests, or a controlling interest” in new, modification, assignment, transfer-of-control and pro forma filings. The draft would lower that threshold to “five percent or more” and continue to require the name, address, citizenship, principal business and percentage interests for each such interest holder. Indirect interests will continue to be calculated under the attribution rules in Section 63.18(h)(1)(i)–(ii), which calculate equity on a pass-through basis but calculate voting interests using complicated attribution calculations that are not straight pass-through, particularly with respect to limited partners and members of limited liability companies. The 10% foreign ownership trigger for routine Team Telecom referral is retained, but 5% information may inform the FCC’s discretion to refer any application.

The exception. An applicant need not identify 5%-to-less-than-10% interests “held directly or indirectly in the applicant through a U.S. publicly traded company, or if the applicant itself is a U.S. publicly traded company, unless the U.S. publicly traded company has actual knowledge of such interest holders.” A public company “has or should have actual knowledge, in the exercise of due diligence,” of holders shown in its share register, insider holdings, Schedules 13D and 13G and Form 13F data, beneficial ownership tables in periodic reports, and information actually known “by whatever source.” The applicant and the public company must review Schedules 13D/13G and monitor institutional ownership sources. Despite support from commenters, the FCC is not adopting exceptions for passive or insulated investors, privately held companies, or non-US publicly traded companies.

One-time information collection. All existing international Section 214 authorization holders would submit information regarding 5% ownership and control. The deadline would be no fewer than 30 days after the collection’s effective date, and noncompliance risks forfeitures and revocation. Holders that surrender all authorizations before the deadline need not respond.

Other application and one-time information collection requirements

Applications and a one-time information collection for existing authorization holders must provide new information and certifications, the most relevant of which to investors is (see companion alert for international Section 214 authorization holders for additional details):

Character certification. Certification of whether the applicant (likely extending to affiliates) has been adjudicated for material Communications Act violations, national security-related violations or false statements, or materially breached an authorization condition.

Certain other new disclosures in applications may result in referral to Team Telecom.

Material changes will need to be reported

Authorization holders will need to report material changes to previously provided information within 30 days of the change. While OIA will decide what is material, the FCC has indicated that new 5% interest holders are material and will need to be reported.

Other continuing obligations and related matters

In addition to submitting filings regarding material changes, authorization holders will be subject to other continuing obligations regarding cybersecurity, Covered List equipment and services, and utilization of the authorization. (See companion alert for international Section 214 authorization holders for additional details.) OIA will publish a list of holders that did not respond to the 2023 Evolving Risks Order and who may be subject to revocation.

Further Notice proposes to disqualify certain applicants

Following a comment period and further order, the FCC proposes to presumptively disqualify:

Applicants (including affiliates and subsidiaries) that are “owned by, controlled by, or subject to the jurisdiction or direction of a foreign adversary,” on the Covered List, or previously denied or revoked on national security grounds.
Applicants with existing or planned foreign adversary financing, strategic partnerships or mergers.
Applicants whose senior officials are foreign adversary-linked or work from a foreign adversary country.

Each is rebuttable only by “clear and convincing evidence.”

The Further Notice has other proposals that are addressed in our companion alert for international Section 214 authorization holders. Comments are due 30 days after Federal Register publication and replies after 60 days.

Notes

Review of International Section 214 Authorizations to Assess Evolving National Security, Law Enforcement, Foreign Policy, and Trade Policy Risks; Amendment of the Schedule of Application Fees Set Forth in Sections 1.1102 through 1.1109 of the Commission’s Rules, IB Docket No. 23-119, MD Docket No. 23-134, Report and Order and Further Notice of Proposed Rulemaking, FCC-CIRC 2610-05 (circulated Oct. 8, 2026) (Draft Order). The document “has been circulated for tentative consideration by the Commission at its October 29, 2026, open meeting,” remains “subject to change” and “does not constitute any official action by the Commission.” Id. at 1 n.*.

If you would like to discuss how these rules may affect a current or prospective investment, or participate in the Further Notice’s comment process, please contact one of the Cooley lawyers listed below.

This alert is based solely on the circulated draft of FCC-CIRC 2610-05, released October 8, 2026, which remains subject to change before the FCC’s October 29, 2026, vote.

Cooley Partner Yiming Liu: Rising Quality of BD Deals and a Reshaping of Capital Markets Valuation Frameworks

Fri, 23 Oct 2026 16:33:50 Z

Yiming Liu, partner in charge of Cooley’s Shanghai office, was featured in a 21st Century Business Herald article on China's innovative drug business development market. Liu noted that milestone payments are becoming a more meaningful measure of asset value than headline upfront payments, and discussed how Hong Kong's regulatory reforms could reshape its role in global biotech asset transactions.

Read the article

Litigator of the Week Runners-Up and Shout-Outs

Fri, 23 Oct 2026 13:36:39 Z

Cooley was recognized in The American Lawyer’s Litigation Daily Litigator of the Week Runners-Up and Shout-Outs for securing an $80.4 million judgment for Inovio Pharmaceuticals in a six-year dispute with VGXI and GeneOne Life Science stemming from a vaccine-manufacturing relationship. The court awarded Inovio $61.75 million in compensatory damages and $18.7 million in attorneys’ fees and costs, while also defeating counterclaims for breach of contract, trade-secret misappropriation and unjust enrichment.

The Cooley team was led by Mike Klisch and included Joshua Siegel, Dee Bansal, Natalie Pike, Marjory Marquardt, Rebecca Ferrari, Deepika Singh, Courtney Fisher, Hilarie Laing and Erin Combs.

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Blink Labs Joins Forces With Gattaca

Fri, 23 Oct 2026 03:31:00 Z

London – October 22, 2026 – Cooley advised Gattaca, a venture-backed blockchain infrastructure company based in London, on its acquisition of Blink Labs, a platform that helps wallets and applications route and protect their users' transactions. The combined team will focus on helping customers improve execution, lower latency and strengthen transaction protection.

Lawyers Jonathan Cohen, Laurence Nelson, Maddie Drabble, David Wilson, Eerik Kukebal, Nicola Squire, Chris Stack, Kafeel Azher, Eric Davison and Caroline Hobson led the Cooley team advising Gattaca.

Big Law Deepens Sports Ties With Marketing, Network Events

Thu, 22 Oct 2026 18:19:00 Z

Cooley partner Michael Sheetz was quoted in Bloomberg Law's Big Law Business column on the growing role of law firms in sports networking and events. Sheetz highlighted Cooley's sports+ practice and the firm's strategic focus on sports marketing opportunities, including its position as a legal services provider of the LA28 Olympic and Paralympic Games.

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Lycia Therapeutics Announces Upsized $317.5 Million IPO

Thu, 22 Oct 2026 17:39:00 Z

San Diego – October 22, 2026 – Cooley advised the underwriters of Lycia Therapeutics, a clinical-stage biotechnology company focused on the discovery and development of novel therapeutics designed to degrade disease-causing extracellular proteins, in connection with Lycia Therapeutics’ upsized $317.5 million initial public offering (IPO). Lycia Therapeutics issued 17,640,000 shares of common stock at a price to the public of $18 per share, with a 30-day option for the underwriters to purchase up to an additional 2,646,000 shares. Lycia’s common stock will begin trading on the Nasdaq Global Select Market on October 23, 2026, under the ticker symbol LYCA.

Jefferies, TD Cowen, Evercore ISI and Guggenheim Securities are acting as joint bookrunning managers for the offering. LifeSci Capital is acting as a passive bookrunning manager for the offering.

Partners Charlie Kim, Denny Won, Kristin VanderPas and David Peinsipp led the Cooley team advising the underwriters.

Cooley Shortlisted for Financial Times’ Most Innovative Law Firm in North America

Thu, 22 Oct 2026 12:17:49 Z

Cooley has been shortlisted for Most Innovative Law Firm in North America in the Financial Times Innovative Lawyers Awards North America 2026, one of the program’s top firmwide honors.

The firm also has been shortlisted for Law Firm – Digital Innovation, recognizing Cooley’s use of data and technology across its legal work, client service and firm operations.

These two honors are in addition to five shortlist recognitions recently announced, bringing Cooley’s total to seven categories in this year’s program.

The Financial Times Innovative Lawyers Awards recognize organizations and individuals across the legal industry whose innovative approaches, technologies and leadership are shaping the future of legal practice.

Read the full shortlist.

The winners will be announced at an awards ceremony on December 7 in New York.

Hong Kong IPOs Poised for a New Era: Cooley Expects Sustained Growth Next Year

Wed, 21 Oct 2026 19:27:36 Z

Cooley partner Will Cai was featured in an Economic Digest article on the improving outlook for Hong Kong’s initial public offering (IPO) market amid positive market momentum and listing-rule reforms. Cai said the pipeline and fundraising activity have picked up, but noted issuers still need to navigate listing compliance requirements, cross-jurisdictional regulatory considerations and investor expectation gaps when pursuing Hong Kong IPOs.

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Blacksmith Raises Series C at $1 Billion Valuation

Wed, 21 Oct 2026 17:17:00 Z

New York – October 21, 2026 – Cooley advised Blacksmith, the infrastructure platform for building and testing code, on its $66 million Series C at a $1 billion valuation, bringing Blacksmith's total funding to $125 million. Sequoia Capital led the round, with participation from Premji Invest and existing investors Peak XV Partners, GV and Y Combinator.

Lawyers Roy Moran, Alexander Fullman and Brittany Sanok led the Cooley team advising Blacksmith.

Cooley Advised Goal Solutions on Strategic Investment from Brown Brothers Harriman

Wed, 21 Oct 2026 15:50:10 Z

Cooley advised Goal Solutions, a leading provider of loan servicing, asset management, SPV administration and analytics solutions, on its significant strategic minority equity investment from the private equity investment arm of Brown Brothers Harriman, a global financial services firm. The minority equity recapitalization adds a strategic partner to support Goal Solutions' growth initiatives while preserving its leadership team, business model and award-winning culture.

The transaction was announced publicly in this press release.

Bram Couvreur, David Silverman, Rachel Shapiro, and Todd Gluth led the team advising Goal Solutions.

Ryan Montgomery, Adam Longenbach, Tom Connors, Matthew Scarano, Tristan Prentice, Sri Ravipati, and Alexander Ellebracht provided invaluable support.

Meta Seeks Flexibility in Data Center Financing

Wed, 21 Oct 2026 13:21:05 Z

Cooley partner and infrastructure, energy and real estate practice co-chair Mona Dajani was quoted in CFO Brew’s coverage of financing strategies for AI data center development. Dajani explained that modern data centers integrate real estate, energy and technology, bringing developers, utility companies and chip manufacturers together in increasingly complex financing arrangements.

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Cooley Secures $80+ Million Damages Award for Inovio Pharmaceuticals in Contract Dispute

Tue, 20 Oct 2026 21:18:35 Z

Washington, DC – October 20, 2026 – Cooley secured a significant damages award for Inovio Pharmaceuticals in a commercial litigation matter against VGXI/GeneOne in the Court of Common Pleas of Montgomery County, Pennsylvania. Following a September 9, 2026, ruling against the defendants on their counterclaims, the court awarded Inovio $61,750,789 in compensatory damages, along with $18,665,312 in attorneys’ fees and costs, bringing the total judgment to $80,416,101, plus post-judgment interest.

The dispute arose in June 2020, at the peak of the COVID-19 pandemic, when Inovio was developing a COVID-19 vaccine candidate. Inovio alleged that its exclusive vaccine manufacturer, VGXI/GeneOne, breached the parties’ supply agreement by refusing to transfer its manufacturing technology necessary to enable a third party to manufacture the vaccine. VGXI/GeneOne subsequently asserted counterclaims for breach of contract, trade secret misappropriation and unjust enrichment.

The matter is Inovio Pharmaceuticals, Inc. v. GeneOne Life Science Inc. and VGXI, Inc.

The Cooley team was led by Mike Klisch and included Joshua Siegel, Dee Bansal, Natalie Pike, Marjory Marquardt, Rebecca Ferrari, Deepika Singh, Courtney Fisher, Hilarie Laing and Erin Combs.

Read Inovio’s press release >

Read the order >