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Structuring CVC-Backed Funds: A Governance, Economics and Regulatory Deep Dive

Thu, 06 Aug 2026 11:04:42 Z

This article is the second in our series on fund structures for corporate venture capital (CVC) sponsors. The first article in the series examined the principal models through which a corporate sponsor can collaborate with a fund manager (FM) at the general partner (GP) level. This article builds on that analysis by examining the governance architecture of each approach in greater depth, specifically the allocation of control, economics, liability and regulatory exposure between the corporate sponsor and the FM. These dimensions are among the most consequential and contested aspects of any CVC fund structuring exercise.

A corporate sponsor seeking to embed governance influence alongside an FM has a range of structural options available to it.

While other approaches exist, for example, hiring an unrelated investment team, developing an in-house investment management capability or acquiring majority control of an existing GP, this article examines the four structures most commonly encountered in CVC fund formation:

Minority equity stake and board representation in the GP entity
Investment committee representation
Contractual rights arrangements
Dual/parallel co-GP structure

The four structures are presented broadly in order of increasing governance depth, with the co-GP structure representing the most extensive form of engagement. Each structure is discussed in turn below, with analysis of its key commercial terms and the principal advantages and disadvantages from both the CVC’s and FM’s perspectives. In practice, negotiated arrangements often combine elements from more than one structure to achieve a bespoke balance that reflects the relative bargaining positions and strategic objectives of the parties.

1. Minority equity stake and board representation in the GP entity

Under this structure, the CVC acquires a minority equity interest in the GP entity, with the FM retaining majority ownership and control. The equity stake is typically accompanied by minority representation on the GP’s board of directors, together with a package of protective rights designed to embed the CVC’s governance position durably within the constitutional framework of the GP entity itself.

Key commercial terms

The CVC holds minority equity in the GP, with the FM retaining majority equity and corresponding majority board representation. The CVC receives an agreed upon share of carried interest, typically pro rata to its GP equity stake. Where an investment manager is engaged to provide advisory services to the fund, management fees will typically flow to the investment manager rather than to the GP itself; any CVC participation in management fee economics is accordingly structured for gross or net economics to flow to the CVC, including through a separate fee-sharing arrangement, rather than as a direct entitlement flowing from GP equity. Protective provisions in the GP’s constitutional documents confer information rights and veto rights over defined categories of major decisions, including amendments to the limited partnership agreement (LPA) or other fund documents, hiring or termination of key persons, related party transactions, changes to the fee or carry structure, new GP equity issuances or a change of control of the GP, fund dissolution, and material or conflicted investment decisions.

The CVC’s equity position is further protected by the following provisions, and in many cases is complemented by investment committee rights (discussed in greater detail under structure 2 below), which afford the CVC influence over the most consequential investment and portfolio decisions:

Preemption rights, a right of first refusal and tagalong rights on any transfer of GP equity by the FM.
Anti-dilution protections against future issuances.
Key person provisions addressing the consequences of FM principal departures.
Noncompete obligations typically imposed on the CVC parent in respect of specified fund verticals.
Deadlock resolution mechanisms (customarily a put/call arrangement or a buy-sell “shotgun” mechanism) to address irreconcilable disagreements between the parties.

CVC’s perspective

From the CVC’s perspective, the principal advantages are economic and constitutional. The board seat is embedded within the GP entity’s constitutional framework, making it the most insulated form of governance influence across all four structures. It provides board-level visibility into GP operations and fund-level approvals, though it should be noted that the GP board’s functions are often limited to constitutional and administrative matters such as board resolutions, fund approvals of expenses and related-party transaction approvals, while strategic direction, market updates and portfolio-level discussion typically take place at the investment management or investment committee level. The participation in carried interest (and, where applicable, management fee economics as described above) delivers a direct share of the fund’s economics. Tagalong rights and the right of first refusal protect the CVC’s ability to exit the GP equity stake on the same terms as the FM. The CVC’s own regulatory position is expected to remain outside the scope of registration requirements under the Investment Advisers Act of 1940 (Advisers Act), subject to the level of the CVC’s control and ownership. Note that this analysis reflects the US regulatory position; other jurisdictions may impose different registration, licensing or regulatory requirements on a CVC that acquires a minority equity interest in a GP entity, and local counsel advice should be sought.

The disadvantages are significant. By acquiring GP equity, the CVC is indirectly subject to Advisers Act fiduciary duties owed to the fund, creating a higher standard and potentially compliance obligations than arises under other structures examined below. Affiliated transactions between the CVC parent and the fund give rise to potential conflicts of interest and, in some cases, principal transaction concerns. GP entity valuation at entry and at any subsequent exit is complex and frequently contentious. If the fund underperforms, disputes over carried interest allocation or the CVC’s share of management fee economics may arise between the CVC and the FM, particularly where fee revenues decline and the parties disagree over the apportionment of reduced economics.

FM’s perspective

From the FM’s perspective, the CVC’s equity commitment provides institutional validation (particularly for first-time or emerging fund sponsors) and working capital for the GP entity, as well as a portion of the GP’s commitment to the fund. The deadlock resolution mechanism described above (customarily structured as a put/call arrangement or a buy-sell “shotgun” mechanism) affords the FM a defined exit pathway from the CVC relationship should the parties’ interests diverge. The CVC’s commercial network and strategic resources may be committed to the fund either through the equity relationship or through separate contractual arrangements, though the equity structure creates a more durable alignment of incentives than informal or purely contractual undertakings.

The downsides for the FM are also material. The loss of sole control over the GP entity and the dilution of carry and fee economics are significant concessions. The FM must manage a minority shareholder relationship alongside a diverse LP base, adding governance complexity. There is a real risk that the FM is not perceived as an independent and disinterested fiduciary for the capital contributed by other LPs, particularly where the CVC parent has interests in portfolio companies or co-investment opportunities. Veto rights create operational friction and can delay time-sensitive investment decisions. Where the CVC’s capital is committed through the GP commitment (as is typical), the risk of most-favored-nation (MFN) claims from other LPs is reduced; however, if the CVC also invests as an LP or receives preferential side letter terms, the obligation to disclose the CVC’s preferential treatment may invite MFN claims from existing and prospective LPs unless those rights are expressly carved out of the MFN framework. Further, if the CVC parent undergoes a change of control, this may engage the assignment provisions under the Advisers Act. However, where the CVC is a minority investor in the GP and the FM retains clear majority ownership and control, a change of control of the CVC would not necessarily constitute a change of control of the GP for assignment purposes, though the analysis is fact-specific, and the fund documents should address the consequences of a CVC parent change of control expressly.

2. Investment committee representation

Under this structure, the CVC holds minority seats on the fund’s investment committee (IC) without acquiring any equity interest in the GP entity. The FM retains full GP ownership and control, as well as majority representation on the IC. The CVC’s influence over investment decisions is negotiable, ranging from observer only to effective veto rights related to specified categories of decisions.

Key commercial terms

The CVC appoints minority IC members, who may sit as voting members or as nonvoting observers depending on the terms negotiated. IC quorum requirements typically mandate the presence of at least one CVC representative (or a waiver) before a quorum is constituted. CVC veto rights could be limited to defined categories of decisions, typically including investments above a specified percentage of fund size, investments in sectors competitive with the CVC parent, follow-on investments above agreed concentration limits, below-cost or related-party exit decisions, and co-investment allocation decisions.

Mandatory recusal protocols address decisions in which the CVC parent has a conflict of interest. Strict nondisclosure obligations and information barriers between CVC IC members and the CVC parent are essential features to prevent confidential deal intelligence from migrating from the CVC's IC representatives to the CVC parent. IC appointees are removable for cause, and any replacement is subject to the FM’s reasonable consent. A fundamental drafting question concerns whether CVC IC members vote in their personal capacity or as agents of the CVC entity. If acting as agents, knowledge acquired by IC representatives may be attributed to the CVC entity directly, broadening potential liability exposure and complicating conflict management and regulatory requirements. Conversely, if acting in a personal capacity, the CVC entity has less formal control over how its nominees exercise their votes, and the enforceability of IC voting instructions may be limited. The answer to this question also affects how confidential information obligations are structured. In addition, the FM and the CVC will need to assess the FM’s regulatory requirements resulting from CVC and its employees’ access to the FM’s information and network.

CVC’s perspective

From the CVC’s perspective, this structure affords greater access to investment decisions with the potential to influence those decisions. Early visibility into proprietary deal flow in sectors of strategic relevance to the CVC parent is a significant benefit. The regulatory footprint is considerably lighter than under structure 1, and exit from the arrangement is simpler. There is no GP equity interest to unwind. There is, however, a reputational risk to the CVC if its IC representatives are perceived to have blocked or delayed deals. The parties may also negotiate a separate carry arrangement, under which IC representation is accompanied by a defined economic participation in fund profits. It should be noted that carried interest grants are not inherently tied to GP equity ownership; carry allocations may be structured independently of the GP’s equity capital structure, and accordingly the economic distinction between a carry arrangement under this structure and the carry entitlement flowing from GP equity under structure 1 may be more a matter of structural form than economic substance.

The disadvantages are meaningful. CVC IC representatives may be treated as access persons of the investment adviser, with consequent compliance and information-handling obligations. Those requirements could expand to CVC without appropriate information gates. Conflict recusal protocols are operationally complex, and contested recusals create friction with the FM and other LPs. The CVC’s veto rights likely should be disclosed to other LPs, and other investor may not want the FM’s investment discretion impacted by the CVC. Confidential deal intelligence is necessarily exposed to the CVC’s IC representatives, creating a risk that commercially sensitive information migrates to the CVC parent notwithstanding information barriers.

FM’s perspective

From the FM’s perspective, this structure preserves full GP equity ownership and economics without necessarily dilution of carry or fee entitlements. The CVC could have a range of influence investment decisions, and veto rights, if any, could be limited to defined categories of decision with the FM retaining majority control of the IC. IC rights can be structured to sunset at the end of the investment period, limiting the duration of the CVC’s governance influence.

The drawbacks are also significant. The CVC’s veto may delay or block time-sensitive investment decisions. Confidential deal flow and portfolio data are necessarily exposed to a corporate LP whose parent may compete with portfolio companies, and intelligence may migrate inadvertently to the CVC parent despite information barriers. Other LPs may invoke MFN provisions to demand equivalent observation rights. Deadlock mechanics are required but often contentious to negotiate.

3. Contractual rights arrangements

Under this structure, the CVC and FM enter into a suite of stand-alone contractual arrangements that confer defined management-adjacent rights on the CVC, without any equity stake in the GP or formal seat on any governance body. This is the lightest-touch governance structure of the four and affords the greatest flexibility to both parties.

Key commercial terms

The contractual arrangements typically comprise some or all of the following elements:

Co-investment rights. A right for the CVC (or its parent) to participate alongside the fund in portfolio investments on a pro rata or fixed-allocation basis, on no-fee, no-carry or preferential terms.
Deal sourcing exclusivity window. A contractual obligation on the FM to present defined categories of investment opportunity to the fund (rather than to competing vehicles) for a specified period before the FM may pursue them elsewhere.
Enhanced information rights. Reporting rights beyond those available to ordinary LPs, including access to deal pipeline data, portfolio company information and IC materials relevant to the CVC parent’s sectors of strategic interest.
Portfolio assistance framework. A services or secondment arrangement under which the CVC parent provides defined resources – commercial, technical or operational – to portfolio companies, typically on arm’s-length terms.
Advisory or observer rights. A right for the CVC to appoint a nonvoting observer to the IC or the GP’s board, without any veto or quorum right, to preserve visibility into fund governance without triggering the regulatory or fiduciary consequences of formal membership.

CVC’s perspective

From the CVC’s perspective, this structure carries the lightest regulatory footprint of the four; the CVC’s rights are contractual as in option 2 and are less likely to give rise to regulatory obligations associated with GP or IC status. Each right can be negotiated, transferred or terminated independently of the others, providing maximum flexibility as the CVC-FM relationship evolves. In many cases, co-investment rights can deliver direct and immediate financial value. The portfolio assistance framework directly serves the CVC parent’s corporate development agenda without requiring formal governance involvement.

The disadvantages lie principally in enforcement and durability. While all of the structures examined in this article are contractual in nature, the distinction here is one of structural resilience: Rights embedded in the GP’s constitutional documents benefit from the procedural protections and amendment thresholds applicable to those instruments, whereas stand-alone agreements may be more readily amended, waived or terminated by the parties, which may not provide timely protection in a fast-moving investment context. The deal sourcing exclusivity window can constrain the pace of both the fund and the CVC parent. All rights must be carefully drafted to ensure they survive any assignment or novation of the investment management agreement between the FM and a successor investment manager, so that the CVC’s entitlements are preserved in the event of a change in the identity of the party providing investment management services to the fund. A CVC that exercises its contractual rights with sufficient regularity and depth risks being characterized as a de facto fund manager, with associated liability consequences.

FM’s perspective

From the FM’s perspective, this structure is the least disruptive to its ownership, control and economics. Full GP ownership is retained, and the flexibility of independent contractual arrangements allows each right to be negotiated, modified or terminated without affecting the others. The strategic advisory relationship can enhance the LP value proposition at low governance cost to the FM.

The principal downsides for the FM relate to the ripple effects on its other LP relationships. Co-investment terms and enhanced information rights will frequently trigger MFN demands from other LPs. The deal sourcing exclusivity window can constrain the pace of deal execution for the fund as a whole. Multiple separate agreements create operational complexity and a risk of inconsistency between documents. Portfolio assistance arrangements must be structured on strictly arm’s-length terms to avoid self-dealing claims from other LPs. The FM will also need to assess its compliance obligations, disclosures to other investors and how the relationships fit within the FM’s compliance policies and procedures.

4. Dual/parallel co-GP structure

The co-GP structure is the most ambitious and operationally complex of the four. Unlike the joint venture model examined in our first article (model 3), which involves shared equity ownership of a single GP entity by the corporate sponsor and an industry partner, this structure involves two separate legal entities, the FM’s own GP and a newly established CVC co-GP entity, each named as a GP of the fund in the LPA. Both co-GPs bear joint and several liability to the fund’s LPs, and share in the economics of the GP according to an agreed formula. The governance, liability and regulatory issues specific to dual co-GP structures, including inter-GP coordination, separate regulatory obligations and fund continuation mechanics, are examined in detail below.

Key commercial terms

Both entities are named as co-GPs in the LPA, with carry (and occasionally, management fees as well) allocated between them in accordance with an agreed formula. A co-GP governance agreement sets out with precision the matters that require unanimous consent and those that can be decided by either a co-GP or majority. Unanimous consent matters typically include amendments to the LPA or other fund documents, changes to investment strategy or mandate, investment decisions above a defined threshold, key person appointments and terminations at either co-GP, related party transactions, dissolution of the fund or either GP entity, any assignment of GP rights or management economics, and material changes to compliance or regulatory frameworks.

While both co-GPs are jointly and severally liable to LPs under the LPA, an internal indemnification agreement allocates liability between the co-GPs. Each co-GP entity independently satisfies its own regulatory obligations, with costs allocated separately. Key persons are defined separately for each co-GP entity. Fund continuation mechanics address the scenario in which one co-GP exits or is removed for cause, permitting the remaining co-GP to continue as sole GP subject to LP consent.

CVC’s perspective

From the CVC’s perspective, this structure provides the most formal and equal governance standing of any of the four options. True co-GP status means the CVC is a named GP of the fund in the LPA, placing it on the same constitutional footing as the FM. The CVC obtains direct access to GP economics without acquiring an equity interest in the FM’s preexisting GP entity. The structure enables the CVC to build an independent investment management capability alongside the FM, and signals a long-term commitment to the fund, including through a capital commitment made by the CVC co-GP entity (or its affiliate), that may strengthen its fundraising profile with other LPs.

The disadvantages are commensurately high. GP liability represents a significant balance sheet risk for the CVC’s corporate parent. Establishing a CVC co-GP entity could trigger Advisers Act registration and compliance obligations for the CVC and CVC parent. Inter-GP coordination is operationally complex, and the risk of decision gridlock is at its highest in this structure. Advisers Act fiduciary duties are owed to the fund, not merely to the CVC. Any change of control of the CVC co-GP entity, including the CVC parent, will engage complex GP succession mechanics, potentially requiring LP consent.

FM’s perspective

From the FM’s perspective, the CVC co-GP enhances the fundraising profile and institutional credibility of the fund. The CVC bears a proportionate share of any GP-level liability, reducing the FM’s net exposure. The arrangement provides the FM with access to the CVC’s deal flow, commercial networks and LP base.

The disadvantages are the most severe of any of the four structures. The co-GP arrangement is the most operationally complex option, with the highest risk of decision gridlock. The FM loses its status as sole fund fiduciary, which may undermine its leverage in negotiations with portfolio companies and third parties. The carry pool is materially reduced by the co-GP split. If the CVC co-GP is removed for cause or withdraws, fund continuity mechanics may trigger LP removal rights or necessitate a fund restructuring. Two separately regulated entities significantly increase compliance costs.

5. Comparative analysis

The four structures can be assessed across five principal dimensions: governance footprint, CVC liability exposure, CVC economics, CVC regulatory risk and the degree of control dilution for the FM. The table below summarizes this comparison.

Structure	Governance footprint	CVC liability	CVC economic participation	CVC regulatory risk	FM control dilution
1. Minority GP equity + board	High	Moderate to high	Pro rata fees and carry	High	Moderate to high
2. IC representation	Moderate	Low	None (separate carry optional)	Low	Low
3. Contractual arrangements	Low	Low	Co-invest/carry by agreement	Low	Low
4. Dual co-GP structure	Highest	Highest	Equal to agreed GP split	Highest	Highest

Conclusion

The choice between these four structures is ultimately a function of the CVC’s strategic objectives, its appetite for liability and regulatory exposure, the FM’s willingness to accept governance dilution, and the interests of the wider LP base. A CVC that prioritizes direct economic participation and durable governance influence will gravitate toward structure 1 or structure 4, accepting the associated liability and regulatory complexity. A CVC that seeks strategic insight and deal flow access with a lighter touch will favor structures 2 or 3, preserving flexibility and minimizing regulatory risk.

It is important to note that these structures are not mutually exclusive. In practice, a negotiated arrangement commonly combines elements from multiple structures – for example, IC representation paired with a suite of contractual rights, or a minority GP equity stake accompanied by a co-investment framework. The most successful arrangements are those that are clearly documented, anticipate the principal friction points (conflicts, key person departures, deadlock and LP scrutiny), and build in mechanisms to resolve them without resorting to litigation.

As corporate venture capital continues to mature as an asset class, the governance architecture of CVC-backed funds will remain a focal point for legal advisors, fund managers and institutional LPs alike. Structuring these arrangements carefully at the outset, with clear eyes about the trade-offs involved, is essential to the long-term health of the fund and the CVC-FM relationship.

Ninth Circuit Rules on AI Agent ‘Access’ to Third-Party Websites Under CFAA

Thu, 06 Aug 2026 07:00:00 Z

On August 4, 2026, the US Court of Appeals for the Ninth Circuit vacated a preliminary injunction that had barred Perplexity’s AI agent from accessing Amazon.com on customers’ behalf, holding that Amazon was unlikely to succeed on its Computer Fraud and Abuse Act (CFAA) and California Comprehensive Computer Data Access and Fraud Act (CDAFA) claims against Perplexity. Reversing the district court, the panel explained that when a user tasks a Perplexity agent with taking actions on the user’s behalf on Amazon.com, it is “the user who ‘accessed’ Amazon’s computers,” not Perplexity. The decision is significant for both sides of the agentic AI ecosystem: It potentially offers AI developers a measure of protection from CFAA/CDAFA claims arising from agents acting at a user’s direction, while signaling to website operators that these anti-hacking statutes may not be an effective tool for policing agent access – though other legal theories, such as breach of terms of service, may remain available.

Two important limits temper the decision for both audiences. First, the ruling addresses only CFAA and CDAFA theories of liability and expressly leaves open other claims, including breach of terms of service and contract- or tort-based theories. Second, the panel made clear that the inquiry is fact-specific, noting the possibility that other AI agents with greater autonomy or more direct communication with a website’s servers could still give rise to CFAA and CDAFA liability. Because this appeal arose from a preliminary injunction, the panel’s findings reflect a likelihood-of-success assessment on the current record, not a final merits ruling.

Background

Amazon sued Perplexity in the US District Couty Northern District of California, alleging that Perplexity’s agentic browser feature, the “Assistant” (part of its Comet browser), accessed Amazon users’ password-protected Amazon accounts to browse and purchase products – at users’ direction. Amazon alleged that Assistant did so without identifying itself to Amazon as an AI agent and in violation of Amazon’s terms of service. Amazon claimed this conduct violated the federal CFAA and CDAFA. On March 9, 2026, the district court granted Amazon’s preliminary injunction, finding Amazon was likely to succeed on the merits because Perplexity’s access was not authorized by Amazon, regardless of whether the Amazon users had permitted Assistant to access their own Amazon accounts. Perplexity appealed.

The Ninth Circuit’s decision

On August 4, 2026, a Ninth Circuit panel vacated the injunction and remanded the case for further proceedings.

The panel’s decision turned on the threshold question of computer “access” under the CFAA. To prevail on a CFAA claim, a plaintiff must show that the defendant:

Intentionally accessed a computer
Without authorization or in excess of authorized access
Thereby obtaining information
From a protected computer
Causing at least $5,000 in aggregate loss in a one-year period

The court found that “access” means “entering a computer system itself,” and the statute’s use of “whoever” contemplates access by a person, not a software tool. As a result, “it was the user who ‘accessed’ Amazon’s computers, with the help of Perplexity’s AI agent, the ‘Assistant,’ to carry out specific acts on Amazon.com.” Because the user, not Perplexity, accessed Amazon’s servers, the court found Amazon was unlikely to prevail on a CFAA claim against Perplexity.

To reach this holding, the court examined how Assistant works. When a user directs the Assistant to shop on Amazon, the Assistant takes screenshots of the browser view on the user’s own machine and sends those screenshots to Perplexity’s servers, which then send back instructions on how to navigate Amazon.com to the user’s computer. Critically, “Perplexity itself does not directly communicate with Amazon’s servers,” as communications are routed through the user’s computer. The court distinguished this fact pattern from those in cases such as Facebook, Inc. v. Power Ventures, Inc., where the defendant’s own systems caused messages to be transmitted directly on Facebook’s platform, without first passing through a user’s machine.

The CDAFA was likely to fail for the same reason. Although the CDAFA defines “access” more broadly than the CFAA, the panel held that the statute still focuses on the person accessing or causing access. Because the user, not Perplexity, accessed Amazon’s systems, Amazon’s CDAFA claim was also unlikely to succeed.

Finally, the court also held that the equitable factors underlying a preliminary injunction favored Perplexity, as Amazon’s evidence of irreparable harm – claims that the Assistant might not select the best price or product for a user – was comparatively weak and abstract, and that Amazon’s cybersecurity concerns were unconvincing.

Remaining liability risk

The court made clear that different facts regarding how the agent operated may have changed the outcome. For example, if an AI company exercises greater control over its agent or if the company’s servers communicated directly with the defendant’s servers, that may yet support a finding that the company itself “accessed” a website’s servers.

The court also expressly narrowed the holding to the CFAA and CDAFA contexts. The court left open the possibility that the same conduct could be the basis for other types of claims, such as claims sounding in tort or contract.

Practical takeaways for website operators

Websites seeking to restrict AI agents from accessing accounts or taking actions on a user’s behalf should not assume that the CFAA or similar state anti-hacking statutes will provide an effective remedy, at least where the AI company’s own systems do not directly communicate with the website’s servers. Such websites may have to turn to other theories of liability, such as enforcing terms of service.

Practical takeaways for AI agent developers

Makers of agentic AI tools should take some comfort from the Ninth Circuit’s finding that a user directing an AI agent – rather than the AI company itself – is the one who “accesses” a third-party website for CFAA and CDAFA purposes, at least where communications with the third-party website’s servers are routed through the user’s computer. This finding puts new emphasis on how the AI agent communicates; agents that do not rely on the user’s computer as a relay will pose greater risk. AI developers should not treat this decision as foreclosing liability under other legal theories, including contract-based claims arising from a website’s terms of service.

Cooley Lawyers Recognized as Singapore Rising Stars

Wed, 05 Aug 2026 16:24:45 Z

Cooley counsel Steven Holm and special counsel Zhijing Yu were recognized by Asian Legal Business as Singapore Rising Stars for 2026. The list spotlights Singapore’s emerging legal talent for their technical skill and helping to define what it means to lead in this field — setting a new benchmark where legal leadership combines deep expertise with the foresight to anticipate and shape what clients need.

See the full list of winners

South Park Commons Raises $575 Million Fund IV

Wed, 05 Aug 2026 15:56:00 Z

San Francisco – August 5, 2026 – Cooley advised South Park Commons (SPC), a community of technologists and builders, on its raise of $575 million for SPC Fund IV, bringing SPC to $2 billion in assets under management.

Lawyers John Dado, Katia MacNeill, Emily Hren and Maya Nelle Kuchan led the Cooley team advising SPC.

Three Cooley Lawyers Recognized as Law360 Rising Stars

Tue, 04 Aug 2026 19:03:34 Z

Cooley lawyers Denny Won, Robert Jacques and Bill Roegge were recognized by Law360 as Rising Stars for capital markets, insurance and life sciences, respectively. Based on the careful review of more than 1,100 submissions, Law360 honored more than 160 attorneys under 40 whose legal accomplishments belie their age.

Read the full list of honorees (subscription required)

AlixPartners Acquires Artium

Tue, 04 Aug 2026 16:31:00 Z

Washington, DC – August 4, 2026 – Cooley advised Artium, a leading agentic AI software consulting firm specializing in building and launching enterprise-grade agents for clients, on its acquisition by AlixPartners, a global consulting firm. Artium will operate as a distinct team within AlixPartners, as Artium by AlixPartners. Artium’s capabilities, as a part of AlixPartners, will help open new opportunities to transform businesses and integrate technology in ways that deliver sustainable performance improvements across the enterprise.

Lawyers Josh Holleman, Eddie Sniezek, Josh Himmelstern, Ty Chung and Jonathan Rivinus led the Cooley team advising Artium, with support from Carly Mitchell, Scott McCall, Kevin Cooper, Eileen Leman, Nathaniel Hearn, Cristina DeBiase, Parth Bhatt and Morgan Perna.

Attovia Announces Upsized $289 Million IPO

Tue, 04 Aug 2026 15:12:00 Z

San Diego – August 4, 2026 – Cooley advised the underwriters of Attovia Therapeutics, a clinical-stage biopharmaceutical company developing next-generation biotherapeutics for immune-mediated diseases with high unmet need, in connection with Attovia’s upsized $289 million initial public offering (IPO). Attovia issued 17,000,000 shares of its common stock priced at $17 per share, with a 30-day option for the underwriters to purchase 2,550,000 additional shares. Attovia’s common stock will begin trading on the Nasdaq Global Market on August 5, 2026, under the ticker symbol ATTO.

Morgan Stanley, Leerink Partners, Citigroup and RBC Capital Markets are acting as joint book-running managers for the offering. LifeSci Capital is acting as a passive book-running manager for the offering.

Partners Charlie Kim, Kristin VanderPas, Denny Won and David Peinsipp and associates David Kim, Jesse Schulman and Joanna Zhang led the Cooley team advising the underwriters.

The EU 21st Russian Sanctions Package Is Here: Business Implications

Tue, 04 Aug 2026 09:46:24 Z

On 23 July 2026, the Council of the European Union adopted the 21st package of sanctions measures against Russia. This package builds on the EU’s 20th package of sanctions which was adopted three months ago on 23 April 2026.

The measures focus on energy, financial services and crypto, trade and the Russian military-industrial complex. Additionally, the EU sanctioned 218 new persons (48 individuals and 170 entities), which the Council described as the largest batch of listings in four years.

We have summarised the most salient measures below.

Crypto-asset measures

In its 20th Package, the EU introduced extensive restrictions on Russia-related crypto activity, including measures against the A7A5 stablecoin, RUBx, and banned all EU support for the digital ruble. The EU further imposed a total sectoral ban on providers and platforms established in Russia allowing the transfer and exchange of crypto-assets.

The 21st package introduced three distinct crypto-asset measures:

Platform transaction bans. The 21st package extends transaction bans with crypto-assets to 14 crypto-related service platforms based in Georgia, Panama, the UAE, the Marshall Islands, Kyrgyzstan and Belarus.
Non-Russian in EU crypto-asset business. From 25 August 2026, Russian nationals and people living in Russia cannot:

i. Own or control (directly or indirectly) a crypto-asset business based in an EU Member State.

ii. Sit on the board or governing body of such a business.

This applies to all crypto-asset businesses in the EU.

Country-level ban framework. EU persons and entities will be prohibited from transacting, directly or indirectly, with any crypto-asset service provider or exchange platform established in a country that the Council of the EU determines to be undermining Russian sanctions. No country has yet been listed, but this new regulation signals the EU’s readiness to impose jurisdiction-level exclusion.

Financial measures and asset freezes

Asset freeze

All 218 new designations (48 individuals and 170 entities) are subject to EU asset freezes. This means that their assets must be frozen and EU operators may not make funds or economic resources available to them. The financial sector accounts for the largest share – 94 banks and major financial institutions including the Moscow Exchange. As part of the 20th package of sanctions, the EU had designated several banks and defence-related companies and individuals and imposed further restrictions on entities in China, Hong Kong, the UAE, Türkiye, Kazakhstan, Uzbekistan and Belarus involved in supplying dual-use or military goods to Russia.

Transaction ban

The 21st package further expands the transaction-ban framework introduced in earlier packages, to 33 additional Russian credit and financial institutions, one Kyrgyz bank connected to Russia’s SPFS system, three other non-Russian banks, and five oil traders that helped circumvent the Russian crude oil prohibition. More than 100 Russian banks are now subject to financial messaging and transaction restrictions in total.

Trade measures

Export bans

New restrictions on nickel powders and alloys (jet engine coatings), beryllium powders, self-adhesive films (aerospace and defence), and UAV items, including ground support equipment, jamming and interception systems, launch systems, servomotors and flight termination systems.

Import bans

New bans worth more than €60 million on copper, nickel, lead and precious-metal ores, unwrought zinc, alkaline-earth metals, zinc and chromium oxides, glassware, imitation pearls and car parts The new import prohibitions do not apply to contracts concluded before 24 July 2026 that are being executed until 25 October 2026.

Entity list

Fifty-one entities are added to the list of entities subject to stricter export restrictions because of their support for Russia’s military and industrial complex and role in circumvention. The newly listed entities include third-country entities in China, India, Kazakhstan, Kyrgyzstan, Türkiye and the UAE.

Next steps for companies with Russian exposure

Businesses with Russian exposure should use the package as a prompt to refresh sanctions screening, counterparty diligence and contract reviews across the areas most affected by the new measure:

Screen against new asset freezes
Screen against expanded transaction bans
Review crypto platform relationships
Review existing import contracts – transition period runs to 25 October 2026 for contracts concluded before 24 July 2026

The key point is to identify any exposure early, particularly where the package expands restrictions beyond Russian entities to third-country platforms, vessels, banks and service providers.

Are Investment Treaties the Next Legal Frontier for Tech Disputes?

Mon, 03 Aug 2026 20:48:45 Z

Cooley partner Charlie Lightfoot and special counsel Juan Nascimbene co-authored a Global Arbitration Review article, highlighting a new study published jointly by Cooley and the British Institute of International and Comparative Law (BIICL), which explores how international investment arbitration may help technology companies respond to government measures that unfairly affect their foreign investments.

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OLIX Raises $312 Million at a $3.3 Billion Valuation

Mon, 03 Aug 2026 19:16:00 Z

London – August 3, 2026 – Cooley advised OLIX, a company building the infrastructure for frontier AI inference, on its $312 million Series B financing round at a $3.3 billion valuation, two years after it was founded.

The round included Fundomo, Arm and Hudson River Trading, alongside angel investors including Reed Hastings, the co-founder of Netflix, with existing investors Hummingbird Ventures, Crane, Plural, Creandum, Phoenix Court and Transition all increasing their commitments.

Lawyers Ali Ramadan, Charles Baker, Mo Swart, Christopher Kimball, Juan Nascimbene and Karen Tsai led the Cooley team advising OLIX.

Cooley previously advised OLIX on its $220 million financing round in February 2026.

AI’s ‘Cookie Banner’ Moment: EU Labels Come for the Bots

Mon, 03 Aug 2026 19:13:53 Z

Cooley partner Patrick Van Eecke was quoted in a Financial Times article about European companies preparing to comply with the first consumer-facing transparency requirements under the EU AI Act, noting that until now the AI Act has largely felt abstract, but consumers will begin seeing labels identifying AI-generated content.

Read the article (subscription required)

Autolus Therapeutics Announces up to $250 Million Credit Facility With Perceptive Advisors

Mon, 03 Aug 2026 17:59:00 Z

Reston – August 3, 2026 – Cooley advised Autolus Therapeutics (Nasdaq: AUTL), a commercial-stage biopharmaceutical company developing, manufacturing and delivering next-generation programmed T cell therapies and candidates, on its strategic financing with Perceptive Advisors for the sale of notes of up to $250 million in aggregate principal amount in a five-year, interest-only senior credit facility, subject to certain conditions. An initial $75 million principal amount of notes has been issued by Autolus to Perceptive on July 30, 2026, and an additional $25 million in aggregate principal amount will be available at Autolus’ option for up to six months post-closing. An additional $150 million in aggregate principal amount of subsequent capital may become available in separate tranches upon achievement of certain pre-specified revenue milestones.

Lawyers Christian Plaza, Mischi a Marca, John Clark and Matthew Scarano led the cross-border US and UK Cooley team advising Autolus, with support from Jackson Alldredge, Xueqing Li, Shehzad Akram and Kavi Huded. The team also included tax lawyers David Wilson, Aaron Pomeroy and Jack Jones, life sciences partnering lawyers Kenneth Krisko and Stephanie Palmer and corporate and securities lawyers Claire Keast-Butler and William DuVal. Francis Wheeler provided opinion committee review.

Cooley previously advised Autolus on its $173 million initial public offering in July 2018, $80 million follow-on offering in January 2020, $115 million follow-on offering in February 2021, strategic collaboration and financing with Blackstone in November 2021, $150 million follow-on offering in December 2022, strategic collaboration with BioNTech in February 2024 and $350 million underwritten offering in February 2024.

Cooley Shortlisted Across Multiple Categories in Hong Kong Law Awards

Mon, 03 Aug 2026 17:46:00 Z

Hong Kong – August 3, 2026 – Cooley has been shortlisted in five categories in the Asian Legal Business Hong Kong Law Awards 2026, which honor the exceptional performance of both private practitioners and in-house counsel in Hong Kong.

The firm was shortlisted in two practice categories, two individual categories and one deal category:

Deal Firm of the Year
Investment Funds Law Firm of the Year
Dealmaker of the Year: Will Cai
Young Lawyer of the Year (Law Firm): Joyce Wang
Equity Market Deal of the Year: For its representation of the underwriters of Seres Group in the company’s HK$14.28 billion (US$1.7 billion) initial public offering

This marks the second consecutive year that both Will Cai and Joyce Wang have been shortlisted for Dealmaker of the Year and Young Lawyer of the Year, respectively.

View the full shortlist

An awards ceremony will be held in Hong Kong on September 11.

Mariana Minerals Raises $310 Million Series B

Mon, 03 Aug 2026 15:47:00 Z

Seattle – August 3, 2026 – Cooley advised Mariana Minerals, the world’s only software‑first minerals project developer and operator focused on supplying the minerals critical to modern energy, AI, and defense technologies, on its $310 million Series B financing. This round brings the company’s total parent and project capital raised to date to approximately $400 million.

The round was led by Khosla Ventures, with continued support from Andreessen Horowitz (a16z) and Breakthrough Energy Ventures, and new participation from Greenoaks, Halo Fund, Pax Ventures, StepStone Group, BHP Ventures, Washington Harbour Partners, Greycroft, General Innovation Capital Partners, Mitsubishi Corporation, In-Q-Tel (IQT), and Earthshot Ventures, with a number of additional strategic capital partners joining the round.

Lawyers Colleen Badgley, Willy Cowles, Jared Abes and Joe Honeycutt led the Cooley team advising Mariana Minerals.

EU AI Act: Transparency Obligations Take Effect 2 August 2026

Mon, 03 Aug 2026 07:00:00 Z

Starting 2 August 2026, providers and deployers of certain AI systems must comply with the transparency obligations set out in Article 50 of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) (AI Act). The European Commission adopted guidelines on these obligations on 20 July 2026. Noncompliance can trigger fines of up to €15 million or 3% of worldwide annual turnover, whichever is higher. The AI Act applies globally to providers, deployers, importers and distributors of AI systems that place AI on the EU market or whose AI outputs are used within the European Union.

What the rules cover

Article 50 addresses four scenarios, split between obligations on providers (those who develop and place an AI system on the market) and deployers (those who use an AI system under their own authority):

AI systems that interact directly with individuals (e.g., chatbots, voice assistants, AI agents): Providers must disclose that users are engaging with AI, unless this is already obvious.
AI systems generating or manipulating synthetic audio, image, video or text: Providers must embed machine-readable markings and provide a detection mechanism, subject to limited exceptions (e.g., standard editing, non-substantial alterations).
Emotion recognition or biometric categorization systems: Deployers must inform affected individuals.
Deep fakes and AI-generated text on public-interest matters: Deployers must disclose that content was artificially generated or manipulated, unless it has undergone substantive human editorial review with a person assuming editorial responsibility.

Key dates and transitional relief

The obligations apply immediately from 2 August 2026 to all in-scope systems, regardless of when they were placed on the market. Content generated and published before that date need not be retroactively labeled. A limited transitional period applies only to the marking and detection obligation for generative AI systems already on the market. Providers have until 2 December 2026 to comply.

The Code of Practice

The AI Office has published a voluntary Code of Practice on Transparency of AI-Generated Content, offering providers a recognized path to demonstrate compliance with the marking and detection obligations. This includes a set of icons that may be used to label AI-generated content. Several major AI providers have already signed on. Signatories benefit from a degree of presumption of conformity and a more favorable enforcement posture; non-signatories face closer scrutiny and must demonstrate compliance through other means.

What businesses should do now

Identify which AI systems you provide or deploy, and under whose authority they operate (including where agencies or contractors are involved).
Map content and interactions against the four categories above, including deep fakes and public-interest text.
Implement disclosure, labeling and editorial-review procedures, and assess whether to sign the Code of Practice.
Complete this assessment before 2 August 2026, noting the extended 2 December 2026 deadline for marking/detection of existing generative AI systems.

If you have questions about how these obligations apply to your organization, please contact your Cooley team.

Foreign-Produced Power Inverters and Advanced Robotic Devices Added to FCC Covered List

Fri, 31 Jul 2026 19:37:38 Z

On July 28, 2026, the Federal Communication Commission’s Public Safety and Homeland Security Bureau announced the addition of foreign-produced power inverters and advanced robotic devices to the Covered List. This action, which took effect immediately, follows national security determinations (NSDs) that these devices pose supply chain vulnerabilities and cybersecurity risks to critical infrastructure.

Advanced robotic devices

The FCC’s action on advanced robotic devices also follows an NSD that advanced robotic devices are being increasingly used in monitoring and securing critical infrastructure, as well as being applied across the industrial manufacturing sector, and are vulnerable to data exfiltration, remote disruption and dependencies on unsecure over-the-air updates.

The NSD’s definition of “advanced robotic device,” as adopted by the FCC, is a mechanical mobile device that satisfies the following four prongs:

Is capable of locomotion, obstacle avoidance, navigation or movement on the ground.
Operates at a distance from a human operator or supervisor based on commands or in response to sensor data or any combination thereof.
Has a combined weight of the device and, if applicable, ground station or docking station of more than 4.4 pounds.
Contains:

A sensor capable of perceiving its environment.
A component capable of providing network connectivity with connection speeds of at least 200 kbps in either direction.
Software running either locally or remotely that controls the robot’s autonomous navigation or movement perception, data collection or remote command and control.

The defiition explicitly includes autonomous mobile robots, humanoid robots and quadrupeds with such capabilities, but encompasses other devices that fall within the four prongs. The rule appears to apply to many home robotics products, such as robotic vacuums, lawn mowers and comparable products, along with terrestrial robotic delivery devices.

The definition explicitly excludes connected vehicles, vehicles operated only on a rail line, uncrewed aircraft or uncrewed aircraft systems, unmanned underwater vehicles, fixed/nonmobile robots, or medical devices, such as surgical instruments, external limb prostheses, and ambulatory and mobility assistive devices (e.g., canes, crutches, walkers, wheelchairs).

Power inverters

The FCC’s action follows an NSD finding that power inverters’ remote connectivity creates vulnerabilities in the US energy grid. These vulnerabilities could let foreign or other malicious actors access inverters and exploit such access through various cyberattacks. As described in the NSD, power inverters facilitate the connection of direct current energy generation sources to the predominately alternating current electricity of the US energy grid, and it is estimated that more than 46 GW of electric power on the grid currently relies on inverters.

While the NSD focused heavily on power inverters’ connection to the grid, the NSD’s definition of “power inverter,” adopted by the FCC, makes no reference to the electrical grid. Specifically, under the NSD’s definition, “power inverters:”

Are any bi-directional power devices or systems that convert direct current electricity to alternating current electricity or convert alternating current electricity to direct current electricity (including microinverters, string inverters, central inverters and hybrid (battery-based) inverters).
Contain components that enable remote communication, control, sensing, data-collection or monitoring through Wi-Fi, cellular, Bluetooth or other similar connections.

The FCC may issue guidance clarifying this definition, but we anticipate that a connected device that either converts AC-to-DC or DC-to-AC (or both) is within the definition and subject to the Covered List. Similarly, until the FCC issues guidance to the contrary, manufacturers should not assume that devices not connected to the grid are outside the scope of the definition.

Effect of inclusion on the Covered List

Products placed on the Covered List cannot receive FCC equipment authorization, which effectively prevents such products from being marketed and sold in the US. The action only applies to new foreign-produced power inverters and advanced robotic devices that have not received equipment authorization prior to July 28, 2026. Devices that were granted authorization by the FCC before that date can continue to be sold in the US. Companies that produce power inverters or advanced robotic devices outside of the US can seek Conditional Approval from the Department of War or Department of Homeland Security (DHS) to exempt their devices from the Covered List going forward.

Opportunities to mitigate effects

Waiver of certain ‘permissive changes’ prohibitions

On the same day, the FCC also announced a waiver that permits previously authorized power inverters and advanced robotic devices to receive basic software and firmware updates that mitigate harm to US consumers, such as changes that ensure the continued functionality of the device (e.g., vulnerability patches and updates to facilitate compatibility with different operating systems). Accordingly, any foreign-produced power inverters or advanced robotic devices that were authorized prior to July 28, 2026, may undergo these permissive changes through at least January 1, 2029.

Producers may also be able to petition for a waiver to make certain Class I and Class II permissive changes to hardware of already certified devices. Such permissive hardware changes should not:

Improve performance or capability or alter the functionality of the previously authorized device.
Be used to market the device as a distinct model.
Involve swapping a US-produced component for a foreign-produced component.

The FCC has granted similar waivers for permissive changes to hardware in routers with existing authorizations that were subsequently placed on the Covered List.

‘Conditional Approval’

Producers of power inverters and advanced robotic devices on the Covered List may apply for Conditional Approval that would exempt the approved entity from Covered List restrictions. As with other devices that are included on the Covered List, entities seeking Conditional Approval for foreign-produced power inverters or advanced robotic devices must be prepared to provide information on the entity’s corporate and management structure, details regarding existing manufacturing and component supply chain, and a US manufacturing and onshoring plan.

What affected companies can do now

If your company manufactures, distributes or integrates these devices, you should consider the following immediate steps:

1. Audit your devices

Identify country of origin: Determine exactly where your current and future devices are manufactured. Under the new rule, even “American” brands may be affected if their physical production occurs in a foreign country.
Assess “foreign-produced” models: If only minor assembly of a product happens abroad, you may be able to demonstrate that it should not be on the Covered List.
Identify “previously authorized” models: Confirm which of your foreign-produced models already have an approved FCC ID. These can still be imported and sold. But consider whether permissive changes to hardware are or will be needed due to supply chain issues or end-of-life status.
Pipeline review: Any new models currently in development abroad will likely be blocked from the US market unless you obtain Conditional Approval or pivot your manufacturing strategy.

2. Apply for ‘Conditional Approval’

The FCC has provided a pathway for exemptions from the Covered List through the Department of War and DHS. To succeed, applicants should be prepared to provide:

Detailed background about company ownership and management.
A detailed bill of materials and country of origin for all components of each device for which Conditional Approval is sought.
A verifiable US manufacturing and onshoring plan that is time-bound, including expected capital expenditures and workforce deployment, and overseen by a dedicated officer.
Quarterly updates on the progress of bringing production to US soil.

3. Secure your legacy devices

Take advantage of the FCC Office of Engineering and Technology waiver for Class I and Class II permissive changes for previously authorized advanced robotic devices and power inverters to receive software and firmware updates to mitigate security harms. This waiver is currently set to expire on January 1, 2029. Ensure you have a plan to push security updates to existing foreign-made advanced robotic devices and power inverters before the waiver window potentially narrows or expires.
Consider filing a Petition for Waiver to permit Class I and Class II permissive changes to certain hardware that are, or are expected to become, subject to supply chain issues or end-of-life status.

4. Update certifications

Going forward, all applicants for FCC equipment authorization who have a product on the Covered List will need to self-certify, in good faith, that their device is not “covered equipment.” False certifications could lead to significant legal exposure and the revocation of existing authorizations.

SwervePay Obtains Fraud Judgment Awarding $120 Million

Fri, 31 Jul 2026 19:30:00 Z

Denver and Boston – July 31, 2026 – Cooley secured a post-trial judgment for its e-payment facilitator client SPOSC Investment Holdings, formerly known as SwervePay, in the Delaware Court of Chancery, resulting in approximately $120 million in fraud damages plus prejudgment interest, bringing the total award to approximately $150 million.

Following a five-day bench trial, Chancellor Kathaleen St. J. McCormick found that New Mountain Capital and investor Robert Wechsler fraudulently induced SwervePay to sell itself by misrepresenting the payments-volume opportunity underlying a post-closing earnout. The 102-page opinion entered judgment for the sellers on their fraud claims and awarded $43.75 million for the cash earnout, $75.69 million for the equity earnout and $656,923 for rollover units, together with prejudgment and post-judgment interest.

The dispute arose from New Mountain’s 2019 acquisition of SwervePay. During negotiations, the buyers represented that Ontario Systems, another portfolio company of New Mountain, had approximately $34 billion in payments volume available for monetization through SwervePay’s platform. Internal communications later showed that, internally, the buyers were relying on an estimate of monetizable payment volume closer to $5 billion.

The court found that the buyers nevertheless used the larger figure to persuade SwervePay and its board that the earnout was achievable. In describing the buyers’ intent to fraudulently induce the transaction, Chancellor McCormick wrote that it was “plain as day.” Applying benefit-of-the-bargain damages, the court awarded SwervePay the value of the earnouts it would have received had the represented payments volume been true.

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

Read the order

The case is In re SwervePay Acquisition, LLC (Consolidated C.A. No. 2021-0447-KSJM).

Litigator of the Week Runners-Up and Shout-Outs

Fri, 31 Jul 2026 16:21:37 Z

A Cooley team earned a shout out on The American Lawyer’s Litigator of the Week Runners-Up and Shout-Outs list for representing Zillow Inc. and affiliated companies in securing dismissal of claims challenging the company’s referral platform and mortgage business. US District Senior Judge James Robart granted Zillow’s motion to dismiss, finding that the challenged arrangements were clearly outlined in Zillow's Terms of Use agreement and other disclosures.

The Cooley team was led by partners Benedict Hur, Michelle Rogers, Aarti Reddy and Kate Goodman, and associates Sara Porter, Thilini Chandrasekera, Amber Feng and Ben Sweeney.

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Cooley Advises Professional Fighters League on Merger With Most Valuable Promotions

Thu, 30 Jul 2026 14:50:00 Z

Reston – July 30, 2026 – Cooley advised the Professional Fighters League (PFL), a global mixed martial arts organization and one of the world’s leading combat sports properties, on a landmark merger with Most Valuable Promotions (MVP), a combat sports company co-founded by Jake Paul and Nakisa Bidarian. The combined company, which will operate under the MVP banner, will be led by co-founders and board members Paul and Bidarian, with John Martin serving as CEO and board member.

Lawyers Mike Lincoln, Adam Longenbach, Eileen Marshall, Edward Sniezek, Gaël Hagan and Adam Chase led the Cooley team advising PFL.

Cooley previously advised PFL on the completion of a successful strategic capital raise in January 2026.

Procore Technologies to Acquire DroneDeploy for Approximately $845 Million

Thu, 30 Jul 2026 13:53:48 Z

Cooley advised Procore Technologies, the leading global provider of construction management software, on its agreement to acquire DroneDeploy, the robotics and visual intelligence platform for the built world that is used on over 3 million jobsites across more than 180 countries. Procore will acquire DroneDeploy for approximately $845 million in cash, subject to customary purchase price adjustments.

In connection with the transaction, Cooley also advised Procore on obtaining a commitment for a bridge financing of up to $700 million to finance a portion of the acquisition consideration.

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

Garth Osterman, Erin Kirchner, Mischi a Marca, Adam Longenbach, Logan Tiari, Jon Avina, Anne Luquette, Tracy Rubin, Eileen Marshall, Austin Holt, and Allison NostDahl led the Cooley team advising Procore.

Joanna Leung, Brionne Frazier, Yoni Horn, Matt Kong, Amanda Pacheco, Megan Browdie, Stella Sarma, Kristen Matthews, Cristina DeBiase, and Sharon Connaugton provided invaluable support.

Cooley has served as Procore Technologies’ primary corporate and transactional counsel for over a decade. During that time, the firm has advised the company on a variety of matters, including the acquisitions of BIManywhere (2018), LaborChart (2021), Unearth Technologies (2023), and Datagrid AI (2026). Cooley also advised Procore on its $30 million Series E financing (2015), $80 million Series F financing (2016), $50 million Series G financing (2016), $75 million Series H financing (2018), and its approximately $700 million IPO (2021).

Mailbox to Inbox: The SEC’s Proposed E-Delivery Rules and What Employers Need to Know Now

Wed, 29 Jul 2026 19:44:16 Z

Federal securities laws impose delivery obligations on companies in connection with director and executive incentive equity compensation programs – from Form S-8 prospectuses to equity award agreements and even tender offer materials. Now, those rules may change in a significant way. The Securities and Exchange Commission (SEC) recently proposed Regulation E-Delivery, a sweeping new rule that would dramatically expand the ability of issuers and others to satisfy information delivery requirements electronically.

That proposed regulation is the subject of a July 21 Cooley alert, and we encourage you to read that alert to understand the potential sweeping significance of the proposed rule. The purpose of this alert is to highlight some of the relief around electronic delivery that already applies in the employer-employee context pending final approval of the proposed Regulation E-Delivery rule in whatever form that might take.

How we got here

Many required regulatory disclosures and reports under the federal securities laws have long been delivered in paper format. As internet and email access began to expand in the 1990s, the SEC began issuing interpretive guidance that permitted electronic delivery in some circumstances, provided generally that the person with a right to receive the applicable disclosures and reports affirmatively consented to e-delivery. In a 2000 Interpretive Release, the SEC resisted calls to expand e-delivery opportunities first provided in 1995/1996 releases. For example, in 2000, the SEC expressly concluded that the time had not yet come for an “access-equals-delivery” model, where investors would be assumed to have access to the internet, thereby allowing delivery to be accomplished solely by an issuer posting a document on the issuer’s or a third party’s website.

At the same time, the SEC in those 1995/1996 releases recognized that special relief is appropriate in the employer-employee context. At the heart of that relief is how to demonstrate evidence of delivery, one of the three elements of satisfactory electronic delivery in the current framework (along with notice and access). The 1995 release (Securities Act Release No. 7233 (Oct. 6, 1995)) provided that one method for satisfying the evidence-of-delivery element is to obtain an informed consent from an investor to receive information through a particular electronic medium. The 1996 release (Securities Act Release No. 7288 (May 9, 1996)) then provided that an issuer could presume consent to electronic delivery by employee-security holders who use the electronic mail system “in the ordinary course of performing their duties and ordinarily are expected to log-on to electronic mail routinely to receive mail and communications.”

What this looks like in practice: Equity incentive plans and Form S-8

One critical example of where this relief is in play are the following e-delivery rules presently applicable to employers awarding grants under equity incentive plans in reliance on an S-8 registration statement based on the guidance from the 1995/1996 releases:

Presumed consent; access. As noted above, an employer generally may presume consent to e-delivery by employees who are regular email users or, for those who are not regular email users, are able to receive e-delivery via other means, such as through administrative assistants or co-workers. However, the email must prominently state that a paper copy is available upon request, and the employer must in fact make paper copies available to any employee who asks.
Former employees. Because of an expectation that former employees and service providers no longer have routine workplace access, former employees and service providers must provide informed consent to e-delivery.
Form of delivery. The applicable materials can be attached to the e-delivery vehicle (for instance as attachments to an email) or, where documents are not directly attached , the e-delivery must provide employees and service providers with the information necessary to easily locate and retrieve them (g., directions for accessing them through the company’s local area network or a third-party provider’s equity program portal). The access medium must “not be so burdensome that intended recipients cannot effectively access the information provided,” and recipients must have the opportunity to retain the documents or have ongoing access equivalent to personal retention.

The employer-employee relief is not limited to S-8 circumstances, however, and it can prove very useful in other employee compensation circumstances as well, such as issuer tender offers.

What now: What’s next?

Proposed Regulation E-Delivery will likely establish new, uniform standards for electronic delivery of securities disclosures and reports – including the 10(a) prospectus under Form S-8. But the finish line is not here yet. In the meantime, compliance obligations under the current framework are fully effective, and the employer-employee e-delivery relief described above is available to use right now. Taking full advantage of existing relief requires attention to the details.

The applicable requirements are numerous and include rules that are easy to overlook –proper legending, maintaining a file of all prospectus materials for at least five years after they were last used, and the delivery rules that are the focus of this alert. Gaps in any of these areas can result in adverse consequences for your company and your employees, and the SEC’s rule proposal is a timely reminder that employers should be aware of the obligations and monitoring compliance with them on an ongoing basis. Cooley’s compensation and benefits group is ready to help you assess your current practices, close any gaps and position your program for the changes ahead. Reach out to your Cooley contact to get started.

Quantum Computing EOs Create Immediate Compliance Deadlines, New Federal Partnership Opportunities

Wed, 29 Jul 2026 19:37:54 Z

On June 22, 2026, President Donald Trump signed two executive orders (EOs) that make quantum computing a concrete compliance and business reality for critical infrastructure operators, federal agencies, federal contractors and quantum technology companies. The first order focuses on the threats posed by a quantum future and sets hard deadlines for migrating federal systems and contractor operations to post-quantum cryptography (PQC), with initial agency steps due by late July 2026. The second order launches a coordinated federal push to develop the most advanced quantum technologies in the world, creating significant partnership opportunities for the private sector.

This alert summarizes the key provisions, deadlines and action items arising from these orders. In light of the growing importance of quantum computing to organizations’ cybersecurity, privacy and data regulatory concerns, Cooley’s cyber/data/privacy practice will be publishing an ongoing series of alerts to keep you informed about what’s to come.

Overview: Two orders, two missions

Executive Order 14412, titled “Securing the Nation Against Advanced Cryptographic Attacks” (Defensive Order), focuses on US defense and preparedness against the threats posed by quantum computing. It responds to a threat that the Trump administration understands to already be materializing: Adversaries are collecting sensitive encrypted data today with the intention of decrypting it later, once large-scale quantum computers are operational. This “harvest now, decrypt later” strategy means the window for action is defined not by when quantum computers arrive, but by when organizations complete their migrations to quantum-resilient safeguards. Experts have been aware of this attack strategy for some time, since the algorithms underlying the widespread distribution of public key cryptography (such as RSA and elliptic curve) produce output using mathematical computations that make that output feasible to decryption in a reasonable period of time with quantum technology. To counter this, the Defensive Order mandates a government-wide transition to post-quantum cryptography (PQC), meaning encryption algorithms specifically designed to withstand attacks by both quantum computers and the classical computers in use today. Federal contractors and critical infrastructure operators, as defined under the USA PATRIOT Act, are squarely in scope.

Executive Order 14413, titled “Ushering In the Next Frontier of Quantum Innovation” (Innovation Order), focuses on US innovation and achieving primacy in the quantum technology space. It directs a whole-of-government effort to:

Develop a quantum computer capable of scientific discoveries beyond anything currently possible on a classical computer.
Accelerate quantum sensing and networking capabilities.
Strengthen domestic supply chains for quantum hardware and components.
Grow a trained US quantum workforce.
Entrench US global leadership in quantum technology.

The Innovation Order also serves as a call to the private sector, signaling the federal government actively seeks industry partners.

Immediate deadlines for federal agencies

For federal agencies, the deadlines in the Defensive Order begin almost immediately. Within 30 days of its release, or by July 22, 2026, every agency head must designate a PQC migration lead, meaning an employee who will be responsible for overseeing the agency’s cryptographic inventory, developing a prioritized migration plan and coordinating across the government, and will report to the agency’s chief information officer. Within 90 days, or by September 20, 2026, the Office of Management and Budget must issue guidance requiring agencies to review their inventories of their high- value assets and high-impact systems and submit plans to transition them, with firm completion targets:

All high-value assets and high-impact systems must use PQC for key establishment purposes (i.e., the creation of a shared encryption key for communication between different systems) by December 31, 2030.
All high-value assets and high-impact systems must use PQC for digital signature purposes (i.e., for verifying the authenticity and integrity of data) by December 31, 2031.

A NIST-led pilot migration on a subset of its own systems must begin within 180 days and be complete by December 31, 2027, providing a model for agencies to follow.

Implications for federal contractors

Federal contractors are not exempt. The Defensive Order requires the Federal Acquisition Regulatory Council, within 180 days, to publish a proposed rule requiring federal contractors to comply with post-quantum cryptography standards by December 31, 2030. A separate proposed rule, due within 270 days, would require federal contractors to maintain vulnerability disclosure programs and incorporate reports of cryptographic vulnerabilities into such programs, including the use of encryption methods that do not meet federal standards.

These proposed rules are not yet final but will be soon. Federal contractors that begin cryptographic inventories now – cataloging what systems they run, what encryption they rely on and where their gaps are – will be far better positioned than those who wait for the rules to be proposed and finalized.

Implications for critical infrastructure operators

The Defensive Order extends to operators of critical infrastructure across sectors including energy, water, transportation, healthcare and financial services. The federal agencies that oversee each of these sectors are required to assist operators in developing PQC migration plans. If you operate critical infrastructure, expect outreach from your sector’s federal oversight agency. Engaging proactively now will put you ahead of that process.

Implications for quantum technology companies

For companies in the quantum technology space, the Innovation Order signals substantial federal investment and partnership opportunities. The Innovation Order directs agencies to explore advance market commitments and use prize challenges to encourage private-sector participation in building next-generation quantum computers, quantum sensors and quantum networks, as well as in developing domestic supply chains for quantum-enabling components. Companies should monitor the National Quantum Strategy update due within 180 days of the Innovation Order, which will define the specific areas of federal focus and map where the partnership opportunities will be.

The Innovation Order also carries a cautionary note for quantum technology companies. The federal government intends to work with international allies to tighten restrictions on the export of quantum-enabling technologies to countries of concern and harmonize research security policies across allied nations to prevent adversarial actors from gaining access to critical quantum technology through research partnerships or other channels. For quantum technology companies, this signals that export control compliance in this space is likely to become more demanding, and that existing research collaborations with foreign universities, institutions or individuals may warrant a closer look.

Looking ahead

These EOs mark a turning point: Quantum computing is no longer a future concern but a present compliance and strategic priority. Whether your organization faces new migration obligations or stands to benefit from federal quantum investment, prompt attention to these orders is essential. Watch for the next installment in our quantum computing series, which will break down key quantum computing concepts, contextualize these orders and help enterprises and their leaders prepare for what comes next. If you have questions about either of these orders or any other quantum computing issues, please contact the Cooley cyber/data/privacy practice.

Caldera Therapeutics Announces Merger With Synlogic, Concurrent Upsized $278 Million Private Placement

Wed, 29 Jul 2026 17:15:08 Z

San Francisco – July 29, 2026 – Cooley advised the placement agents to Caldera Therapeutics, a privately held clinical-stage biotechnology company developing CLD-423, a potential first-in-class TL1A x IL-23p19 bispecific antibody for inflammatory bowel disease and other immune-mediated diseases, in connection with an approximately $278 million upsized private placement concurrent with its merger with Synlogic. The private placement included participation from a syndicate of leading healthcare institutional investors and mutual funds, including Bain Capital Life Sciences, TCGX, Atlas Venture, venBio Partners, Omega Funds, Blackstone Multi-Asset Investing, LAV, Wellington Management, Janus Henderson Investors, Sirenia Capital Management, Vivo Capital, several additional mutual funds and other institutional investors. Upon closing, the combined company plans to operate under the name Caldera Therapeutics, Inc. and intends to apply to trade on the Nasdaq Capital Market under the ticker symbol CALD.

Partners Denny Won, Div Gupta and Evan Leitner led the Cooley team advising the placement agents.

Canoe Intelligence to be Acquired by Bloomberg

Wed, 29 Jul 2026 16:00:00 Z

Cooley advised Canoe Intelligence, a leading AI-powered data management and intelligence platform for automating private markets data collection and delivery, on its agreement to be acquired by Bloomberg, a global leader in business and financial information.

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

Kevin Cooper, Ariel Rom, Nathan Baum, Dillon Holdsworth, and Sonida Gjonaj led the Cooley team advising Canoe Intelligence.

Hanna Ali, Chelsea André-Vandenberg, Meghana Bhimarao, Peter Burns, Sharon Davidov, Yasmine Ebrat, Michael Egan, Alexander Ellebracht, Nicollette Kirby, Calvin Lee, Ryan Montgomery, Jeremy Morrison, Morgan Perna, and Stella Sarma provided invaluable support.

Cooley previously advised Canoe Intelligence on its $25 million Series B financing (2023) and its $36 million Series C financing (2024).

Vidya Therapeutics Sale to Processa Pharmaceuticals

Wed, 29 Jul 2026 15:31:23 Z

Cooley advised Vidya Therapeutics, a clinical-stage biotechnology company developing VT-7208, a Bruton's tyrosine kinase (BTK) inhibitor therapy for immune-mediated diseases with an initial focus on potentially best-in-class BTK inhibition in food allergy, chronic spontaneous urticaria and relapsing multiple sclerosis, on its sale to Processa Pharmaceuticals, a clinical-stage pharmaceutical company.

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

Ken Rollins, Rama Padmanabhan, Madison Jones, Brittany Wightman, and Rajdeep Bains led the Cooley corporate and M&A team advising Vidya Therapeutics.

Sunny Liu, John Delmastro, Stephen Abreu, Charity Williams, Andrew Epstein, Ross Eberly, Hardy Zhou, Tony Guan, Alessandra Murata, Christopher Suhler, Julie Montejo, Dillon Jones, Benjamin Sweeney, Katie Retzbach, Carly Gibbons, Jesse Schulman, Pengli Li, Navya Dasari, Kathryn Sorenson, Sarah Miller, Summer Brook Lawson, and Taryn Wilkins provided invaluable support.

Ambiq Announces Dual Listing on SGX

Wed, 29 Jul 2026 13:07:00 Z

Singapore – July 29, 2026 – Cooley advised Ambiq Micro (New York Stock Exchange: AMBQ), a technology leader in ultra-low power semiconductor solutions for edge AI, on its listing on the Main Board of the Singapore Exchange Securities Trading Limited (SGX) under the ticker AMQ. The dual listing complements Ambiq's existing NYSE listing by expanding investor access across Asia and supporting the company's long-term growth strategy as demand for energy-efficient AI computing accelerates worldwide.

Singapore-based lawyers Timothy Pitrelli and Steven Holm and US-based lawyers Michael Platt, Christina Roupas, Courtney Tygesson, Mateus Aboud, Alaina DeBona and David Brinton led the cross-border Cooley team advising Ambiq on its listing.

Cooley previously advised Ambiq on its $96 million initial public offering on the NYSE in July 2025.

FERC Will Impose Reforms if PJM Fails to Adopt Changes by September, Chairman Warns

Wed, 29 Jul 2026 12:16:14 Z

Mona Dajani, partner and co-chair of Cooley’s infrastructure, energy and real estate practice, was quoted in a UtilityDive article about the Federal Energy Regulatory Commission's push to reform PJM Interconnection's governance, noting that governance has become a strategic asset amid AI-driven demand growth.

Read the article

FCC Expands Restrictions on Covered List Equipment and Supply Chains

Wed, 29 Jul 2026 07:00:00 Z

The Federal Communications Commission (FCC) has adopted changes to its equipment authorization rules aimed at strengthening the security of the communications supply chain.

Building on its previous actions, the new Order expands the scope of its equipment authorization rules beyond retail products to include certain internal hardware components produced by entities prohibited from selling their products in the US because they create national security risks. (The list of these entities is known as the Covered List.) The Order also imposes new obligations on online marketplaces selling FCC-regulated devices, including requiring certain online marketplaces to display FCC IDs for certified equipment at the point of sale, subject to limitations and differentiated standards, in addition to other certification requirements for equipment modifications.

Logic-bearing hardware components

The Order closes what the FCC describes as the “component part loophole.” Until now, the FCC restricted the sale of retail products manufactured by named entities specifically named on the Covered List but did not restrict products manufactured with parts made by those entities. Under the new rules, devices incorporating “logic-bearing hardware components” produced by Covered List entities also become ineligible for FCC equipment authorization if the finished device itself would have been prohibited had it been manufactured by the Covered List entity. The FCC concluded that these components present national security risks and could permit unauthorized access, data collection or other malicious activity if they are incorporated into completed products sold in the US.

To implement this new rule, the FCC adopted a definition of “logic-bearing hardware component” that encompasses nearly all hardware capable of performing digital processing functions, including devices, modules, integrated circuits and other physical components that generate and use radio frequency energy to perform data processing functions, but does not include software and firmware at this time. Thus, manufacturers, importers and other companies seeking FCC equipment authorization will need to focus on their supply chains to determine whether logic-bearing hardware components made by entities on the Covered List are used in their products.

New online marketplace requirements

The Order applies the FCC’s marketing rules to online marketplaces that list, distribute or offer regulated equipment for sale. The FCC also concludes that online marketplaces are engaged in “marketing” when they list third-party products, even if they do not take title to those particular products. In that context, the Order requires online marketplaces to display FCC IDs at the online point of sale for devices subject to FCC certification, which generally are products that use radio waves to communicate with other devices. While the FCC’s definition of “online marketplace” is limited to websites that accommodate third-party sellers, the Order seems to apply the rules both to entities that sell products directly to customers and to online marketplaces that provide a platform for third-party sellers.

For listings subject to the rule, the specific requirements depend on the marketplace’s role in the transaction. Notably, if the marketplace sells the device itself, takes title to a third party’s device, or has physical access to the device through warehousing, fulfillment, consignment or shipping, the Order requires display of an FCC ID that is both valid and accurate for the listed product. If, however, a marketplace hosts a third-party listing but does not take title to or have physical access to the device, the marketplace must display a valid FCC ID, take reasonable steps to confirm that the ID is valid in the FCC’s database, and require the seller to certify the accuracy of the information. Marketplace operators are not required to provide FCC IDs for products sold by third-party sellers that are not “high-volume third-party sellers” or for listings for used devices. These new rules take effect six months after Federal Register publication for marketplaces that sell, take title to or physically handle devices, and nine months after publication for qualifying third-party listings where the marketplace does not take title.

Modifications to equipment manufactured by Covered List entities

The FCC adopted new restrictions on modifications to authorized equipment manufactured by Covered List entities. Going forward, any modification or permissive change performed by a Covered List entity must undergo full FCC certification, even if the underlying product was authorized through the Supplier’s Declaration of Conformity (SDoC) process, which covers products that emit radio waves but do not communicate with other devices. In addition, previously authorized equipment cannot later be modified in a manner that causes it to become covered equipment.

FCC considering additional changes

The Further Notice of Proposed Rulemaking signals additional changes that may be on the horizon. Among other proposals, the FCC seeks comment on requiring hardware and software bills of materials to be provided with equipment applications, expanding component restrictions to software and firmware, requiring certification for additional categories of devices, strengthening import restrictions, establishing expiration dates for equipment authorizations, and codifying permanent exceptions allowing software and firmware updates for previously authorized covered equipment in certain circumstances. These developments continue to reflect the FCC’s shift toward regulating the full communications equipment supply chain rather than focusing solely on finished products. The FCC also seeks comment on whether it should expand the rules to require online marketplaces to collect, verify or display information related to approvals through the SDoC.

Companies involved in the design, manufacture or sale of FCC-regulated equipment should evaluate whether their existing compliance programs adequately address the FCC's expanding supply chain requirements. Companies that will be affected should consider filing comments, as many of the FCC’s proposals could expand compliance obligations for both manufacturers and retailers.

If you have any questions about the Order or how it may impact your company, please contact the following Cooley communications attorneys:

Align Ventures Closes Oversubscribed $125 Million Fund II

Tue, 28 Jul 2026 20:35:00 Z

Palo Alto – July 28, 2026 – Cooley advised Align Ventures, a venture capital firm investing in consumer brands and technologies, on the close of its oversubscribed $125 million Early-Stage Fund II, which surpassed its $100 million target and brought the total platform's AUM to more than $2.5 billion as of June 2026.

Lawyers John Clendenin, Dave Selden, Dave Young, Werner van der Westhuizen, Randy Coffey, James Allen, Stephanie Gentile, Maricel Mojares-Moore, Leila Kazerouni and Gabby Renauld led the Cooley team advising Align Ventures, with support from Margaret Barreto, Rebecca Evanson, Bernard Hatcher, Anya Krystal Castillo and Chris Rhem.

Cooley previously advised Align Ventures on its participation in Hark’s $700 Million Series A in May 2026, its investment in Scout AI’s oversubscribed $100 million Series A in April 2026, in Radiant’s oversubscribed $300 million+ Series D in December 2025, in Figure's $1 billion+ Series C in September 2025 and Figure’s $675 million Series B in February 2024.

Cooley Grows Emerging Companies and Venture Capital Practice With New Palo Alto Partner

Tue, 28 Jul 2026 20:34:00 Z

Palo Alto, CA – July 28, 2026 – Frances Mosley has joined Cooley’s Palo Alto office as a partner in the emerging companies and venture capital (ECVC) practice, reinforcing the firm’s continued growth and investment in this core market.

Mosley brings deep experience advising emerging companies across every stage of their business life cycle. Her practice is particularly focused on the medical device, digital health and life sciences sectors, complemented by a robust portfolio of work with AI and tech-driven ventures. A Silicon Valley native with nearly two decades of experience in the ECVC space, Mosley has advised many startups and investors from formation through exit.

“We are incredibly excited to welcome Frances to our team,” said Peter Werner, Cooley partner, chair of the firm’s global business department and co-chair of the firm’s global emerging companies and venture capital practice group. “Frances’ focus on life sciences, digital health and tech, and her experience representing companies and investors, deepens our core strengths and capabilities in a critical market.”

Mosley joins Cooley from DLA Piper, where she served as a partner representing tech and life sciences emerging growth companies and venture investors in general corporate matters, board governance, securities law compliance, venture capital, debt financing and M&A.

“Frances’ arrival to the firm’s Palo Alto office reflects Cooley’s continued commitment to being the best law firm for life sciences, digital health and tech companies in this core market,” said Erik Edwards, partner and head of Cooley’s Palo Alto corporate group. “Frances’ addition builds on that commitment and reinforces our position as the partner of choice for private companies in Silicon Valley.”

“I am thrilled to join Cooley’s world-class ECVC platform,” said Mosley. “Cooley’s deep roots in the emerging companies and venture capital space make it the ideal home for my practice and clients, wherever they may be in their life cycle. I look forward to supporting entrepreneurs and investors alike alongside a team that is laser-focused on helping innovative companies succeed at the highest levels.”

Cooley is the go-to advisor to innovators and disruptors. As one of the most active firms globally in advising on early- and late-stage financings, initial public offerings and M&A, Cooley combines a 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 7,000+ high-growth private companies reshaping the global economy.

Cooley Shortlisted Across Multiple Categories in Asia Legal Awards

Tue, 28 Jul 2026 15:04:00 Z

Singapore – July 28, 2026 – Cooley has been shortlisted in four categories in Law.com International’s The Asia Legal Awards 2026, which recognize the region’s most outstanding legal achievements.

The firm was shortlisted in one practice category, one individual category and two deal categories:

Investment Funds Firm of the Year
IPO Lawyer of the Year: Partner Michael Yu
M&A Deal of the Year: Inmagene Biopharmaceuticals’ merger with Ikena Oncology
Securities Deal of the Year: Equity: For its representation of the underwriters of Seres Group in the company’s HK$14.28 billion (US$1.7 billion) initial public offering (IPO)

This marks the second consecutive year that Cooley has been shortlisted for Investment Funds Firm of the Year and Michael Yu has been shortlisted for IPO Lawyer of the Year.

View the full shortlist

An awards ceremony will be held in Singapore on September 10.

Research Alliance Corporation III to Combine with Oak Hill Bio

Mon, 27 Jul 2026 19:19:36 Z

Cooley advised Research Alliance Corporation III (RACC), a special purpose acquisition company (SPAC) sponsored by RA Capital Management, on its definitive business combination agreement with Oak Hill Bio to create a publicly listed rare disease biotechnology company to advance antisense oligonucleotide therapy rugonersen for Angelman syndrome. The transaction will to provide Oak Hill Bio with approximately $175 million in gross proceeds, including $75 million of cash in RACC’s trust account that is fully backstopped by RA Capital Management and a $100 million committed private financing. Upon consummation of the transaction, which is expected to close by year-end 2026 subject to customary closing conditions, Oak Hill Bio shares of common stock will be listed on the Nasdaq Capital Market under the ticker symbol “OAKH”.

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

Eric Blanchard, Kevin Cooper, Lindsey O’Crump, James Schneider, Mike Nelson and Susan Choy led the Cooley team advising RACC.

Russell Anderson, Kafeel Azher, Nitasha Bennett, Michael Bergmann, Chelsea Braun, Matt Choy, Raphael Davidian, Alison Freeman-Gleason, Dillon Jones, Jack Jones, Angela Kim, Eileen Leman, Madhuri Roy, Emily Mok, Aaron Pomeroy, Gregg Rader, Sanjay Reddy, Nicola Squire, Chris Stack, David Wilson, Noah Wyle Goldman, and Joanna Zhang provided invaluable support.

The Evolving Adtech Landscape

Mon, 27 Jul 2026 18:10:22 Z

Cooley lawyers Meredith Halama, Katie Cramer and Claire Gibbs were quoted in a Cybersecurity and AI Law Report article about recent developments in adtech law, examining how evolving privacy laws and increased enforcement are affecting companies that rely on consumer data.

Read the article (subscription required)

Am Law 100 Associates Are on the Front Lines of Legal AI Experimentation

Fri, 24 Jul 2026 19:31:56 Z

Matthew Bartus, partner and global co-chair of Cooley’s emerging companies and venture capital practice group, was quoted in Law.com about the firm’s use of AI among lawyers and administrative staff.

Read the article (subscription required)

Copra Acquired by The Vita Coco Company

Thu, 23 Jul 2026 20:09:00 Z

Cooley advised Copra, one of the leading producers of super-premium Thai Nam Hom coconut water, on its acquisition by The Vita Coco Company, a leading high-growth platform of better-for-you beverage brands.

The purchase price consisted of an upfront consideration of $175 million paid at closing, subject to customary closing adjustments, with additional earnout consideration to be paid in 2029 based on 2028 financial performance with a floor of $45 million and a cap of $100 million. The initial purchase price consisted of 80% cash on hand with the balance paid in Vita Coco common stock.

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

Kester Spindler, Mystery Murphy, Nick Cagle and Josh Morris led the Cooley team advising Copra.

Savano Capital Partners Closes Oversubscribed $252 Million Fund IV

Thu, 23 Jul 2026 18:17:00 Z

Chicago – July 23, 2026 – Cooley advised Savano Capital Partners ("Savano"), a direct secondary investment firm focused on mature, high-growth software and technology companies, on the final close of Savano Capital Partners IV, L.P. ("Fund IV") with $252 million in capital commitments, exceeding its target. Fund IV is the largest fund in Savano's history and brings total capital commitments across the firm's funds and co-investment vehicles since inception to more than $600 million.

Lawyers Rachel Goddard, Katia MacNeill and Chris Bates led the Cooley team advising Savano.

Scancell to Acquire Neuphoria, Concurrent $89 Million Private Financing

Thu, 23 Jul 2026 17:34:17 Z

Cooley advised Scancell, a late-stage clinical biotechnology company, on its agreement to acquire Neuphoria Therapeutics, a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders. Upon completion of the transaction, the combined company plans to operate under the name Scancell and will apply to trade on Nasdaq under the symbol “SCLT”.

In connection with the transaction, Cooley also advised Scancell on a concurrent private financing of $89 million through a combination of equity and debt.

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

Claire Keast-Butler, Rita Sobral, Russell Anderson, Courtney Thorne, Marc Recht, Katherine Denby, Reid Hooper, Susan Choy, Wouter Deleersnyder, Sydney Sawyier and Philip Whitehead led the Cooley team advising Scancell.

Jack Jones, David Wilson, Joe Sandys, Bilal Ahmadzai, Arthur Courroy, Olivia Creser, Joshua Cronin, Navya Dasari, Alexandra Paterson and Agnes Wong provided invaluable support.

Cooley has advised Scancell for over a decade on various corporate matters, including public offerings and licensing agreements.

Cooley Submits Comments on DFPI’s Proposed Rulemaking Under California’s VC Diversity Reporting Law

Thu, 23 Jul 2026 16:35:05 Z

Cooley recently submitted a formal comment letter to the California Department of Financial Protection and Innovation (DFPI), in response to the agency’s invitation for comments on proposed rulemaking under the Fair Investment Practices by Venture Capital Companies Law (FIPVCC).

The letter urges the DFPI to use the rulemaking process to resolve critical ambiguities in the FIPVCC and establish a workable compliance framework for the venture capital industry. Key recommendations include narrowing the “covered entity” definition with clear nexus standards, permitting consolidated reporting by controlling entities to reduce duplicative obligations, limiting the scope of reportable investments, excluding foreign investments from surveying and reporting obligations, allowing use of third-party platforms and substantively equivalent survey and reporting forms, and strengthening confidentiality and anonymization protections for firms and founders. These comments build on a March 2026 letter in which Cooley separately requested regulatory guidance on consolidated reporting, registration obligations and the scope of the survey distribution requirement.

Cooley also recommended that the DFPI maintain its current suspension of implementation and enforcement until the pending constitutional challenge filed in the US District Court for the Eastern District of California (1517 Management Company, LLC, et al. v. Mohseni, No. 2:26-cv-01957) is resolved. Following Cooley’s submission, the parties filed (and the court granted) a joint stipulation to extend the response deadline to July 31, 2026, to allow time for an anticipated joint motion to stay all deadlines and proceedings in the litigation, pending the DFPI’s issuance of final rules.

Cooley will continue to monitor the rulemaking, engage with the DFPI on behalf of our clients and assist clients in assessing their obligations under the FIPVCC.

From Opt In to Opt Out: SEC Proposes Electronic Delivery as Default for Required Disclosures

Wed, 22 Jul 2026 21:50:00 Z

On July 16, 2026, the Securities and Exchange Commission (SEC) voted to propose Regulation E-Delivery, a sweeping new framework that would make electronic delivery the default method for satisfying required disclosure delivery obligations under the federal securities laws. Under the proposal, covered entities, including issuers, broker-dealers, investment advisers, investment companies and other market participants, could deliver regulatory documents electronically without first obtaining each recipient’s affirmative consent. This marks a fundamental shift from the current framework, which has required investors and other recipients to opt in for electronic delivery and has otherwise defaulted to paper.

New default electronic delivery framework

The proposal would replace the SEC’s decades-old, guidance-based approach with a uniform rule establishing clear conditions for default electronic delivery. A covered entity could rely on Regulation E-Delivery where:

The recipient has provided an electronic address.
The entity has given the recipient prominent advance disclosure that covered information will be sent electronically.
The recipient has not opted out.

Importantly, Regulation E-Delivery is not a blanket rule. It would permit but not require electronic delivery. A covered entity may rely on it only where those conditions are satisfied, and it does not permit a blanket shift of all investors and other recipients to electronic delivery regardless of circumstances.

Methods of electronic delivery

The proposal provides two permissible methods of electronic delivery. For covered information that does not include personal financial information, a covered entity may deliver materials directly to the recipient’s electronic address; for example, as an email attachment or embedded document. For covered information that does include personal financial information, however, direct delivery is not permitted; instead, the covered entity must send a statement of availability directing the recipient to a secure website where the materials can be accessed. Covered entities may also elect to use the statement of availability method for materials that do not contain personal financial information.

Key investor protections

Covered recipients would retain the right to receive paper copies free of charge at any time. Investors currently receiving paper communications would receive two paper transition notices before being moved to electronic delivery, an initial notice at least 180 days before the transition and a follow-up notice approximately 30 days before.

Transition period

If adopted, the rule’s effective date would be 60 days after publication of the final rule in the Federal Register, with a two-year transition period before the current guidance-based framework is rescinded. The comment period will be open for 60 days following publication of the proposing release in the Federal Register, with comments due on or before September 21, 2026. The SEC has invited comment on several implementation aspects of the proposal, including the transition timeline, the mechanics of paper notice requirements and the framework’s treatment of recipients who prefer to continue receiving paper materials.

Impact on proxy season

For public companies, the proposal’s most immediate practical impact falls on the annual proxy process. Transitions to default electronic delivery of proxy statements and annual meeting materials could meaningfully reduce printing and mailing costs and lessen the administrative burden associated with annual meeting preparation.

Current delivery framework

Currently, issuers may satisfy proxy delivery obligations either by mailing a full set of proxy materials (on paper or electronically, for shareholders who previously opted in) or by using the SEC’s notice-and-access model, under which shareholders receive a paper Notice of Internet Availability directing them to proxy materials posted online.

Replacing the paper notice

The proposal would eliminate the paper Notice of Internet Availability as a stand-alone delivery method. In its place, shareholders with an electronic address who have not opted out would receive an electronic statement of availability, delivered to their electronic address and including a direct link to the proxy materials posted online. Shareholders would retain the right to opt out and receive a full paper set of materials at any time.

Related amendments to Exchange Act Rule 14a-16

The proposed changes to Rule 14a-16 under the Securities Exchange Act of 1934, as amended (Exchange Act), would also eliminate the long-standing 40-calendar-day e-proxy deadline. Because that deadline was specifically designed to give shareholders sufficient time to receive the paper notice, request paper copies of the materials, if desired, and review the proxy materials prior to executing a proxy, its removal follows naturally from the elimination of the paper notice itself. The proposal would also extend the electronic delivery framework to business combination proxy solicitations, which have historically required delivery of a full paper set of materials.

Additional amendments

In addition to establishing the new default delivery framework, the proposal would rescind Rule 30e-3 under the Investment Company Act, which currently provides registered investment companies with an alternative means to satisfy shareholder report transmission requirements. The proposal would also amend the rules governing the dissemination of tender offer materials in Rule 14d-5 under the Exchange Act. The SEC has noted that the proposal is intended to reduce unnecessary printing and mailing costs while providing investors with more timely, accessible and interactive disclosures that better reflect current communication practices.

***

Regulation E-Delivery is part of a broader pattern in the SEC’s current regulatory agenda: revisiting existing rules and guidance to give issuers and market participants greater flexibility to disclose and disseminate material information in real time, while maintaining the investor protection principles that underpin the existing federal securities framework.¹

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

Notes

This approach is further illustrated by two Corporation Finance Interpretations issued by the SEC’s Division of Corporation Finance in July 2026 (CFIs 104.03 and 131.04), which expanded the methods available to bidders for disseminating tender offer materials at commencement. Under the updated guidance, bidders in all-cash and exempt securities issuer and third-party tender offers that are not going-private transactions may satisfy the commencement dissemination requirement by issuing a press release through a widely disseminated news or wire service that contains a hyperlink to the full offer materials, in lieu of a summary newspaper advertisement or a mailing to shareholders. A bidder relying on this method must still mail by first-class mail, or otherwise furnish with reasonable promptness, its offer materials to any shareholder who requests them.

Glow Emerges From Stealth With $180 Million

Wed, 22 Jul 2026 20:21:00 Z

New York – July 22, 2026 – Cooley advised Redpoint Ventures, a venture capital firm investing in startups across the seed, early and growth phases, as a lead investor in Glow’s $180 million funding round, at a $1.2 billion valuation. The round was also led by Sequoia, Cyberstarts and Greenoaks, with additional participation from Index Ventures, Swish Ventures, Lux Capital, Operator Collective and Holly Ventures.

Lawyers Andrew Gunther and Chris Chynoweth led the Cooley team advising Redpoint Ventures.

Seventh Circuit Holds Texts Not ‘Telephone Calls’ Under Key TCPA Provision

Wed, 22 Jul 2026 18:06:00 Z

On July 14, 2026, the US Court of Appeals for the Seventh Circuit decided Steidinger v. Blackstone Medical Services, holding that text messages “do not fall within the private right of action created by § 227(c)(5),” an important and heavily litigated provision of the federal Telephone Consumer Protection Act (TCPA).¹ Section 227(c)(5) creates a private right of action for individuals “who ha[ve] received more than one telephone call within any 12-month period by or on behalf of the same entity in violation of the regulations prescribed under [§ 227(c)].”² Those regulations include the Federal Communication Commission’s rules establishing the National Do-Not-Call Registry and requiring entities to maintain internal do-not-call lists.³

The Steidinger complaint alleged that class members received marketing texts from Blackstone Medical Services urging them to purchase home sleep tests. The plaintiffs claimed to have received these messages even after indicating they did not want to be contacted, including by replying “STOP” or registering on the National Do-Not-Call Registry.

The appeal turned on a single issue: whether texts are “telephone calls” within the meaning of § 227(c)(5). Beginning with the statutory text and applying the ordinary meaning of the term at the time of the TCPA’s 1991 enactment, the court observed that a “telephone” was then defined as an instrument for reproducing sounds at a distance, and a “call” meant communicating with someone by telephone. Because text messages do not reproduce sounds, the court concluded, they do not qualify as a “telephone call.” It further reasoned that the surrounding provisions of § 227(c) – which consistently use the broader term “telephone solicitation” when referring to communications that include non-voice messages – reinforce this reading. That is, the court presumed Congress used the narrower term “call” in § 227(c)(5) deliberately, given the alternative of “solicitation.” The Seventh Circuit affirmed the district court’s dismissal.

Why this ruling matters

The TCPA is a heavily litigated statute. It provides for statutory damages of $500 to $1,500 per violation, so even modest-sized class actions can present millions of dollars in exposure. Defendants frequently face pressure to settle even meritless cases due to the litigation costs and substantial damages potential.

Steidinger meaningfully changes the calculus. Because § 227(c)(5) is now confined to voice calls in the Seventh Circuit, text-based suits brought under this specific TCPA provision will no longer be viable in Illinois, Indiana and Wisconsin. For companies facing class action exposure under § 227(c)(5), this ruling eliminates a significant category of federal claims. The decision is also powerful persuasive authority for litigants in courts outside the Seventh Circuit. However, as discussed below, companies that communicate with customers via text remain subject to other TCPA provisions and to state telemarketing laws – including laws in the Seventh Circuit states that expressly apply their do-not-call rules to text messages.

Caveats

Several limitations are noteworthy. First and most importantly, Steidinger is binding only in the Seventh Circuit. Companies operating nationally should not assume text-message TCPA exposure has been eliminated.

Second, other circuits have reached the opposite conclusion. For example, in Howard v. Republican National Committee, decided in January 2026, the Ninth Circuit held that texts do constitute “calls” within the meaning of the TCPA, relying on agency interpretations and statutory context.⁴ The Seventh Circuit in Steidinger expressly acknowledged other circuits’ contrary holdings, including those from the First, Second, Ninth (Howard) and Eleventh Circuits, but declined to follow them.

Third, Steidinger addressed only the private right of action under § 227(c)(5) for violations of the do-not-call rules. The decision did not reach the separate TCPA provisions that prohibit nonconsensual autodialed calls to cell phone numbers.⁵ The FCC and many courts have interpreted those provisions to cover text messages, and that interpretation – while potentially vulnerable to challenge under the same textualist logic the Seventh Circuit applied in Steidinger – technically has not been disturbed. For the time being, § 227(b)’s autodialer rules remain a potential source of text-message litigation even in the Seventh Circuit. Companies should continue to maintain robust TCPA compliance programs addressing all applicable provisions of the statute.

Fourth, telemarketing laws in the Seventh Circuit states independently regulate text messages. For example, Indiana’s Telephone Solicitation of Consumers Act expressly defines “telephone sales call” to include the transmission of text messages via SMS and multimedia messages via MMS.⁶ Wisconsin’s telephone solicitation statute similarly defines “telephone solicitation” to include “the unsolicited initiation of a telephone conversation or text message” for commercial purposes,⁷ and the implementing regulations (ATCP 127.80(12)) separately define “text message” to include SMS and similar electronic communications. Both states prohibit solicitation texts to numbers on their state do-not-call registries. These state-law obligations operate independently of the federal TCPA, and Steidinger does not affect them.

What’s next?

Steidinger is powerful new authority for companies that use text messages to communicate with their customers. Looking ahead, this question may be a candidate for US Supreme Court review, given the growing split among circuit courts considering this issue. In the meantime, companies should not treat this ruling as blanket protection for their text messaging programs and should continue to carefully evaluate their compliance obligations under federal and state law.

Notes

__ F.4th __, 2026 WL 2028517, at *5 (7th Cir. July 14, 2026).
47 USC § 227(c)(5).
See 47 CFR § 64.1200(c)-(d).
164 F.4th 1119, 1123–25 (9th Cir. 2026).
See 47 USC § 227(b)(1)(A)(iii).
Ind. Code § 24-4.7-2-9(b).
Wis. Stat. § 100.52(1)(i).

FTC Secures Record $12 Million Penalty for HSR Violation

Wed, 22 Jul 2026 13:07:14 Z

FTC takes aim at deal structures that avoid HSR filing obligations

On July 13, 2026, the Federal Trade Commission (FTC) announced that Edwards Lifesciences and Genesis MedTech Group agreed to pay a combined civil penalty of $12 million to settle allegations that they intentionally structured Edwards’ acquisition of JC Medical, a subsidiary of Genesis, to avoid premerger reporting requirements under the Hart-Scott-Rodino (HSR) Act, a “device in avoidance.” The settlement is the largest civil penalty ever imposed for failure to file an HSR notification.

This enforcement action appears to have grown out of the FTC’s earlier substantive investigation into Edwards’ proposed acquisition of JenaValve Technology, which the FTC alleged was the only other company besides JC Medical that was, at the time, conducting US clinical trials for transcatheter aortic valve replacement for aortic regurgitation (TAVR-AR) devices. Edwards announced the JenaValve acquisition the day after closing the JC Medical acquisition. The FTC successfully sought a preliminary injunction blocking the JenaValve deal in January 2026, shortly after which Edwards abandoned the deal.

The Edwards/Genesis complaint centered on two contemporaneous transactions between Edwards and Genesis: a $115 million acquisition for JC Medical voting securities and a $25 million investment in nonvoting securities of Genesis, which, if both counted toward the size of transaction, would have been over the then-applicable threshold. The FTC alleged that the parties’ internal documents “made clear that both [payments] were part of a single transaction.” The complaint also cited an email in which Edwards reportedly described such two-tiered deal structure as “below the threshold! Intentional[.]”

While device-in-avoidance enforcement actions are rare (only two in this century), the Edwards/Genesis settlement may be part of a larger agency push to rein in deal structures that result in transactions not requiring filings, especially acquihires, which have become more common in the AI space.

FTC alleged payment for nonvoting securities of Genesis was really consideration for acquisition of JC Medical

On July 22, 2024, Edwards acquired JC Medical from Genesis by purchasing all voting shares of JC Medical for $115 million, plus contingent milestone payments. Concurrently, Edwards committed to a separate $25 million investment in nonvoting shares of the parent company, Genesis, which closed on August 9, 2024. Taken individually, the $115 million subsidiary purchase fell below the then-applicable $119.5 million HSR size-of-transaction threshold, and the $25 million parent investment involved nonvoting equity. Under standard HSR aggregation rules, two purchases from the same ultimate parent entity are aggregated if the acquiring person is purchasing voting securities or assets in both instances. However, because the $25 million investment in Genesis involved nonvoting securities, the consideration paid for such shares was excluded from the size-of-transaction calculation under the HSR Act. Consequently, the transactions closed without premerger HSR notifications.

The FTC alleged that the $25 million nonvoting investment in Genesis was “intended [… ] to be additional compensation to Genesis for the sale of JC Medical to Edwards,” and, when combined with the $115 million acquisition price, would have resulted in total consideration of $140 million, exceeding the then-applicable $119.5 million threshold and triggering an HSR filing obligation. The FTC pointed to the parties’ internal documents indicating that the split payment structure was not reached for independent commercial reasons. Per the preliminary injunction opinion from the related JenaValve litigation, after Edwards internally flagged an “H[SR] concern” with its offer, JC Medical’s then-CEO proposed that “‘[if] the HSR component [wa]s a no-go for the deal structure,’ Edwards could close the valuation gap by making a separate investment in Genesis” rather than by increasing the stated acquisition price.

The FTC challenged the transaction as a “device in avoidance” under 16 CFR § 801.90 (Rule 801.90), which provides that “[a]ny transaction(s) or other device(s) entered into or employed for the purpose of avoiding the obligation to comply with the requirements of the [HSR Act] shall be disregarded, and the obligation to comply shall be determined by applying the [HSR Act] and these rules to the substance of the transaction.”

Edwards/Genesis is particularly noteworthy because the antitrust agencies rarely invoke Rule 801.90 in enforcement actions. Indeed, before Edwards/Genesis, the enforcement action against Canon/Toshiba, settled on June 10, 2019, was the only civil penalty case in the 21st century invoking the anti-evasion rule.

In Canon/Toshiba, Toshiba transferred all voting shares in Toshiba Medical Systems Corporation (TMSC), a subsidiary of Toshiba, to a newly created special purpose vehicle (SPV) for nominal consideration. Simultaneously, Canon purchased the only nonvoting share in TMSC – coupled with options to purchase all voting shares from the SPV for nominal consideration – for $6.1 billion. The complaint alleged that, despite the nonvoting nature of the share acquired by Canon, the terms of this single-share-plus-options package effectively transferred full beneficial ownership and economic interest in TMSC to Canon. The FTC alleged that such structure was designed to allow Toshiba to recognize the $6.1 billion sale proceeds before its fiscal year-end without observing the HSR waiting period. To settle the allegations, Canon and Toshiba each paid a $2.5 million civil penalty ($5 million combined).

Edwards/Genesis is also notable because the allegations involve consideration attributed to nonvoting securities, which is a feature of recent acquihire structures, often involving an acquisition of nonvoting securities and a nonexclusive license to intellectual property, both of which are traditionally considered not reportable.

Record fine levied against buyer and seller, plus five-year notice requirement

The proposed settlement requires Edwards to pay $10 million and Genesis to pay $2 million. The combined $12 million is the largest civil penalty ever imposed for failure to make an HSR filing. The penalty is notable in part because civil penalties are more commonly imposed on acquirers; requiring a seller to pay is less common, though not unprecedented (e.g., Canon/Toshiba split the $5 million penalty equally between buyer and seller).

The $12 million penalty is a relatively small fraction of the theoretical maximum exposure. The government alleged that the parties were in violation of the HSR Act for 721 days beginning July 22, 2024. At the current maximum penalty of $53,088 per day per defendant, the government could have sought approximately $38 million from each party, or roughly $77 million combined. The $12 million settlement thus represents approximately 16% of the maximum.

In addition to the monetary penalty, the proposed judgment requires Edwards, for a period of five years, to provide at least 30 days’ advance written notice to the FTC before acquiring any interest in any firm that commercially sells, is conducting US clinical trials for, or holds a US Food and Drug Administration Investigational Device Exemption for a TAVR-AR device, regardless of whether such an acquisition would otherwise require an HSR filing. Edwards must also implement an antitrust compliance program, including designation of a compliance officer and annual certifications from relevant personnel. The five-year term is two years longer than the three-year term imposed in the Canon/Toshiba judgment.

What this means for dealmakers

The HSR rules elevate substance over form, and fewer bright lines remain. Edwards/Genesis shows that the antitrust agencies are prepared to look past the formal structure of related payments – including payments characterized as a nonvoting equity investment in the seller parent – to assess whether, in substance, they constitute integrated consideration for one acquisition.
Internal documents and deal communications carry significant weight. The FTC’s complaint relied heavily on how the transaction was discussed internally and in negotiations, not only on how it was documented in the final agreements. Emails, board presentations and deal correspondence that reference the HSR threshold in connection with pricing decisions, including discussions about structuring around the threshold, may be used to establish the purpose of a transaction structure under Rule 801.90.
The FTC’s skepticism of nonvoting securities as consideration may have implications for acquihires and other nontraditional structures. The FTC under the Trump administration has expressed concerns about transactions being structured to avoid HSR filings. For example, Chairman Andrew Ferguson has said that the agency is examining acquihires, particularly in AI, for potential HSR evasion and substantive antitrust concerns, and may issue additional guidance. Similarly, Commissioner Mark Meador has warned companies against acquihire structures that are deliberately “designed to fall below premerger notification thresholds” to “limit[] the opportunity for advance [agency] review,” emphasizing the importance for the agency to “look past formal transaction labels and assess whether a deal, however packaged, forecloses competition and constrains access to the specialized talent on which dynamic markets depend.” To address these concerns, the FTC issued a Request for Public Comment, seeking input on whether to formally extend HSR coverage to “non-traditional transaction structures,” including acquihires and convertible security transactions. Edwards/Genesis may be part of this initiative, offering a real-time example of how parties have allegedly attempted to structure transactions to avoid HSR filings.
Buyers and sellers can each be on the hook for civil penalties. Both buyers and sellers have independent HSR filing obligations and can each face civil penalties for structures that the government deems to violate the HSR Act. The $2 million penalty against Genesis illustrates that sell-side exposure is real. Sell-side counsel should conduct an independent HSR analysis and should not rely solely on the buyer’s threshold determination, particularly where the deal structure involves payments to the seller or its affiliates that are structured separately from the stated acquisition price.

Cooley Shortlisted Across Multiple Categories in LMG Life Sciences Americas Awards

Tue, 21 Jul 2026 19:26:36 Z

New York – July 21, 2026 – Cooley was shortlisted across 11 categories for the 2026 LMG Life Sciences Americas Awards, which recognize the most distinguished lawyers and firms across the US, Canada and Brazil for exemplary work in life sciences.

The firm was shortlisted in the following practice area award categories: Corporate Firm of the Year, Licensing and Collaboration Firm of the Year, M&A Firm of the Year, and Venture Capital Firm of the Year.

Seven Cooley lawyers were also shortlisted for individual awards:

Jamie Leigh – M&A Attorney of the Year
Christian Plaza – Corporate Attorney of the Year
Ryan Sansom – VC Attorney of the Year
Sonia Nath – Regulatory Attorney of the Year – FDA Pharmaceutical
Eric Greig – Regulatory Attorney of the Year – Pricing and Reimbursement
Chad Shear – General Patent Litigator of the Year – California
Betsy Flanagan – General Patent Litigator of the Year – Midwest

View the full list

An awards ceremony will be held in New York City on September 10.

Life sciences breakthroughs happen with Cooley. The firm’s collaborative approach draws upon unparalleled life sciences sector experience to drive strategic solutions and resolve challenges.

The firm’s practitioners are versed in all aspects of life sciences technologies, delivering an unmatched combination of innovative legal guidance, deep industry knowledge and practical understanding of clients’ needs. Many Cooley lawyers worked as pharmaceutical marketing professionals, business consultants, financial leaders, biotech researchers and in-house counsel at life sciences companies before joining the firm. Cooley serves as trusted counsel to 2,500+ public and private life sciences company clients worldwide, including nearly 50% of the Nasdaq Biotechnology Index. The firm’s clients include innovative biotech and specialty pharmaceutical companies at the forefront of new technologies, including cell and gene therapies, artificial intelligence-led drug discovery, and new vaccine technologies.

Cooley Advises BA Capital on Oversubscribed $225 Million Fund II Close

Tue, 21 Jul 2026 17:16:00 Z

Beijing – July 21, 2026 – Cooley advised BA Capital, an investment firm dedicated to the consumer sector, on the successful close of its second US dollar-denominated fund, BA Capital Fund II, at $225 million. The fund exceeded its target, with commitments from a diverse group of leading institutional investors, fund-of-funds and family offices.

Partner Xun Zeng led the Cooley team advising BA Capital, with Beijing counsel Qi Wang, legal assistant Francis Li and paralegal Yitong Pan and US partner Aalok Virmani and associate Hardy Zhou.

Cooley previously advised BA Capital on the formation of its inaugural US dollar fund.

European Commission Adopts Revised EU CSRD Reporting Standards

Tue, 21 Jul 2026 07:00:00 Z

On 3 July 2026, the European Commission adopted a delegated act setting out revised European Sustainability Reporting Standards (ESRS) and a delegated act setting out voluntary reporting standards for smaller companies. The revised ESRS will replace the previous version of the ESRS (Previous ESRS).

The ESRS are the mandatory reporting standards for European Union (EU) companies subject to the EU Corporate Sustainability Reporting Directive (CSRD). These updates will affect many US companies that fall within the CSRD’s scope through their EU subsidiaries and are required to file CSRD reports starting from fiscal year 2027. The standards are now effectively final – they still require formal adoption by the EU but they can no longer be amended. We anticipate formal adoption to happen in the coming months.

The overarching goal of the revision was to simplify and streamline the Previous ESRS, complementing the changes to the scope of the CSRD introduced by the Omnibus I package (read our alert here). The European Commission states that the mandatory data points have been reduced by over 60%, and as a result, estimates reporting costs will decrease by approximately 30% per company.

Our key takeaways

1. Topics have not changed

The revised ESRS continue to cover the same topics as the Previous ESRS: ESRS 1 and 2 (general requirements and disclosures), five environmental standards (climate change, pollution, water, biodiversity and ecosystems, and resource use and circular economy), four social standards (own workforce, workers in the value chain, affected communities and consumers and end users), and one governance standard (business conduct).

2. Mandatory data points reduced by 60%, but a new ‘fair presentation’ requirement is introduced

According to the European Commission, mandatory data points have been reduced by over 60% and total data points by over 70% compared to the Previous ESRS. However, a new ‘fair presentation’ requirement introduced in ESRS 1 requires that the information disclosed is comparable, verifiable and understandable. It also requires the disclosure of entity-specific information where the topical disclosures do not cover them in sufficient granularity to allow users to understand the material impacts, risks and opportunities. In practice, this gives companies more flexibility but also places a heavier burden on them to justify their conclusions, including to their CSRD assurance provider.

3. Prohibition on reporting nonmaterial information

The revised ESRS generally prohibit reporting disclosure requirements, data points and entity-specific information where they are not material. Nonmaterial information may still be included in the CSRD report where it:

Must be disclosed under other legislation.
Stems from generally accepted reporting standards or frameworks, including nonmandatory or sector-specific guidance published by other standard-setting bodies (such as the Global Reporting Initiative).
Is needed to meet the data demands of a specific user.

Any nonmaterial information must be clearly identified as such, comply with the faithful representation principle, and not obscure material information. Companies that have been using CSRD reporting for broader sustainability disclosures should take particular note of this restriction, which will limit the amount of additional ‘marketing-speak’ that can be included in a CSRD report.

4. Double materiality perspective retained

Companies will still need to consider both financial and impact materiality and when working out what is material, it is still necessary to consider both financial users of the report and nonfinancial users of the report. Financial materiality continues to require consideration of material risks and opportunities attributable to business relationships across the upstream and downstream value chain, unchanged from the Previous ESRS.

5. ‘Top-down’ approach permitted for the double materiality assessment

Revised ESRS 1 introduces the option to use a ‘top-down’ approach. According to the top-down approach, the double materiality assessment (DMA) begins with an analysis of the business model, including sectors, geographies, and the features of the upstream and downstream value chain to identify the most evident material topics. However, companies can continue using the ‘bottom-up’ approach or even combine a ‘top-down’ approach for some topics and a ‘bottom-up’ analysis for others. This provision will apply from FY 2026.

As for refreshing the DMA, revised ESRS 1 requires companies to consider annually whether significant changes – such as changes to activities, structure, business relationships, understanding of impacts, risks or opportunities, assessment methodologies, or the external environment – would affect their materiality assessment conclusions. If so, the DMA must be reviewed and updated. Companies should be aware that any decision not to refresh the DMA is likely to be questioned by their assurance provider.

6. Taking account of mitigating measures in the double materiality assessment

A significant area of uncertainty under the Previous ESRS was to what extent mitigating measures can be taken into account when defining material topics for CSRD reporting. The revised ESRS 1 take the following approach to considering mitigating measures:

For the severity of actual negative impacts, the assessment must not consider remediation activities to address impacts if those activities were undertaken during the reporting period.
For the severity and likelihood of potential negative impacts, the assessment should take into account implemented prevention and mitigation policies and actions only if those policies and actions can reasonably be assumed to effectively reduce the severity or likelihood. Actions or policies that have not yet been implemented must not be considered.
The materiality assessment needs to consider information on policies and actions used to manage negative impacts if they are decision-useful to users, irrespective of how effectively the company manages the impacts or of how effectively the corresponding topics are regulated.
Companies must assess positive impacts “without netting against negative impacts”. Actions to prevent, mitigate, end, minimise or remediate negative impacts or mere compliance with legal requirements do not qualify as positive impacts. Companies should therefore ensure they do not conflate positive impacts with mitigation or prevention measures.

7. Reduced scope for reporting on opportunities

Under the Previous ESRS, it was left open to companies to report on sustainability-related opportunities, including at the sector level. Revised ESRS 1 now prohibits reporting on general sector-level opportunities. Companies must limit their disclosures to opportunities that are currently being pursued or incorporated into their strategy.

8. Greater flexibility to rely on proxies and estimates in value chain reporting

Revised ESRS 1 gives companies greater flexibility to rely on proxies and estimates for value chain information, and removes the previous obligation to “make reasonable efforts” to obtain information from value chain partners. This is a significant practical relief, particularly for companies with complex or fragmented supply chains.

However, important limitations remain:

Data and assumptions used in sustainability reporting must, to the extent possible, be consistent with those used to prepare the financial statements, and any differences must be explained.
For the first three financial years (FY) of CSRD reporting, where not all necessary value chain information is available, the company must explain the efforts made to obtain the information, why it was not available and its plans to obtain it in the future.

9. New ‘undue cost or effort’ relief

Under the revised ESRS, when carrying out the materiality assessment and preparing the CSRD report, the company must “use all reasonable and supportable information that is available to the undertaking at the reporting date without undue cost or effort”. This proportionality mechanism, inspired by the International Sustainability Standards Board’s S1 and S2 standards, means companies need not gather information for materiality assessments or metrics disclosures if doing so would entail an undue cost or effort. “Undue cost or effort” is not directly defined and will depend on a company’s specific circumstances, requiring a balanced assessment of the costs and efforts involved against the benefits of the resulting information for users. What is reasonable and supportable information that is available to the undertaking without undue cost or effort must be reassessed for each reporting period.

10. Disclosures on anticipated financial effects

Disclosure of qualitative and quantitative information on anticipated financial effects remains mandatory for material risks and opportunities. However, this is subject to exceptions and phase-in periods, e.g., allowing companies starting to report from FY 2027 to omit information on anticipated financial effects for the first two reporting years, and to omit quantitative information about anticipated financial effects for their first four reporting years. Qualitative and quantitative information about current financial effects for which there is a significant risk of a material adjustment within the next annual reporting period to the carrying amounts of assets and liabilities reported in the related financial statements is also mandatory.

In addition, under ESRS 2, companies are also required to disclose the amounts of significant financial resources allocated to key actions taken to manage material impacts, risks and opportunities and achieve the objectives or related policies in the reporting period (if any) and provide an indicative range of significant future financial resources expected to be allocated. Anticipated financial effects from material climate-related physical and transition risks and opportunities must also be disclosed under ESRS E1. However, some of this information on transition risks and opportunities is subject to a two-year grace period (four years for certain quantitative information) for companies starting to report from FY 2027.

11. Changes to environmental and social standards

A number of changes have been made to the environmental and social disclosure standards. For example, if a company does not have a transition plan for climate change mitigation that includes certain key features such as greenhouse gas (GHG) emission reduction targets, key actions, and compatibility with the 1.5°C target, it must disclose this fact and indicate whether and, if so, when it expects to adopt one. For S1-16 (Incidents of discrimination and other human rights incidents), only substantiated and verified instances of human rights incidents need to be reported. This is narrower than under the Previous ESRS, which required reporting of mere complaints.

12. Value chain cap and other reliefs

The revised ESRS reflect the Omnibus I amendments, which introduced a value chain cap to CSRD: companies subject to the CSRD cannot require companies in their value chain that have 1,000 employees or fewer to provide more sustainability information than is required by the voluntary reporting standard adopted alongside the revised ESRS. However, this exemption does not cover ESRS E1-8 metrics (gross Scope 1, 2 and 3 GHG emissions). The exemption will apply from FY 2026.

Additional specific reliefs include the option to exclude activities from metric calculations if they are not a significant driver of the relevant impacts, risks, or opportunities and their exclusion is not expected to impair the relevance and faithful representation of the reported information. If this relief is relied on, that fact should be disclosed in the CSRD report. Another new relief provides that companies which acquire a subsidiary during the reporting period may defer its inclusion in the materiality assessment and sustainability statement to the following reporting period. Conversely, if a subsidiary leaves the group during the reporting period, the company may adjust the scope of its materiality assessment and reporting boundary from the beginning of the current reporting period.

13. Presentation and structuring for machine readability

Companies should also consider how their sustainability statements will be reviewed in practice. Benchmarking bodies, proxy advisors and institutional investors are increasingly using large language models and automated text-analysis tools to review and compare sustainability reports at scale. Clear structure, consistent headings, well-defined key terms and a logical information architecture will play an increasingly important part in determining how a company’s disclosures are interpreted and ranked.

The revised ESRS introduce an optional executive summary and the ability to present EU Taxonomy disclosures in a separate appendix, which may improve accessibility and navigability.

Next steps

The revised ESRS and the voluntary reporting standards have been presented to the Council and the European Parliament, which have two months to scrutinise the texts. They cannot propose amendments. They may only reject the delegated act in full, which is widely considered unlikely. Upon publication in the Official Journal of the EU, the revised ESRS will enter into force on 20 November 2026 and apply to financial years beginning on or after 1 January 2027. We recommend that in-scope companies begin assessing the impact of these changes on their reporting processes and materiality assessments now.

Please reach out to any member of the Cooley ESG team if you have any questions.

Keyrock Acquires BlockFills’ Trading and Brokerage Assets

Mon, 20 Jul 2026 19:13:00 Z

London – July 20, 2026 – Cooley advised Keyrock, a global crypto investment group, on the completion of its acquisition of assets of BlockFills’ institutional digital asset trading and brokerage business. This marks a major milestone in Keyrock’s global expansion, integrating its technology and market talent into its global business.

Lawyers Jonathan Cohen, Rita Sobral, Charlotte Witherington, Michael Klein, Caroline Hobson, John Paul Oleksiuk, Sydney Sawyier, Struan Clark, Amanda Lindner, Anna Caro and Elizabeth Reinhardt led the Cooley team advising Keyrock.

VivaTech 2026: Cooley and the French Innovation Ecosystem

Mon, 20 Jul 2026 15:50:00 Z

VivaTech 2026 brought more than 200,000 technology leaders, entrepreneurs, investors and policymakers to Paris for four days of discussion on the forces shaping the global innovation economy. Across the conference, conversations reflected a maturing European ecosystem, where AI, life sciences, enterprise technology and capital formation are increasingly interconnected.

Event summary

For Cooley, the week offered a timely view into the priorities and ambitions of the French and European innovation ecosystems. Our presence at VivaTech focused on engaging directly with founder-led companies, investors and industry leaders across technology, life sciences and AI, as well as better understanding how companies in France and across Europe are navigating growth, funding, regulation and international expansion.

The week also marked the Paris launch of Cooley Off the Record, a discussion series designed to create space for candid exchange among the people building and backing high-growth companies.

Cooley Off the Record, hosted at Hotel Molitor on 17 June, created a new forum in Paris for intimate, practical conversations among founders, investors and industry professionals about the opportunities and challenges of building and scaling companies.

Key takeaways

A global platform with local relevance. VivaTech’s scale underscored Paris’ role as a convening point for the international technology community, while highlighting the strength and ambition of the French market.
AI as both opportunity and operating reality. Discussions moved beyond broad enthusiasm to practical questions about adoption, governance, sector-specific applications and long-term business models.
Cross-sector innovation is accelerating. The overlap among technology, life sciences and data-driven business models was a recurring theme, particularly for companies operating in healthcare, enterprise technology and other regulated or complex sectors.
France’s innovation ecosystem is gaining depth. The market is supported by a growing base of ambitious founders, experienced investors and sector expertise across technology and life sciences.
Responsible adoption is a central theme. The most relevant conversations at VivaTech focused not only on what new technologies can do, but also on how companies can responsibly adopt, commercialize and scale them.
Cross-border growth brings added complexity. As companies scale internationally, legal, regulatory and strategic considerations are becoming increasingly central to growth conversations, particularly for businesses operating at the intersection of innovation and regulated markets.
Sustained engagement matters. Cooley’s engagement in Paris reflects a continued commitment to participating in the French ecosystem, not only around major industry events but through ongoing dialogue with the startups, investors and innovators shaping the market. Visit our France webpage to find out more about our commitment to the French ecosystem.

VivaTech reinforced that innovation ecosystems are built through sustained engagement, shared perspective and practical collaboration. Cooley’s time in Paris, including the launch of Cooley Off the Record, reflected that approach and underscored the importance of continued connection with the people and companies shaping the future of France as a leading global player in the technology and life sciences ecosystems.

Personalis to be Acquired by Tempus AI for $1.9 Billion

Mon, 20 Jul 2026 14:02:00 Z

Cooley advised Personalis, a company transforming the active management of cancer through breakthrough personalized testing, on its agreement to be acquired by Tempus AI, a technology company leading the adoption of AI to advance precision medicine and patient care, based on an equity value for Personalis of $1.9 billion. Under the terms of the agreement, Tempus will acquire all outstanding shares of Personalis not already owned by Tempus at a price of $16.25 per common share. Consideration will be structured as a 100% stock transaction with Tempus having the option to elect payment in cash at Tempus’ discretion, capped at 50% of the consideration paid. Personalis shareholders will receive a floating exchange ratio of Tempus AI common stock for each share of Personalis common stock they own at closing, subject to a maximum exchange ratio of 0.3356, which shall be finalized closer to the closing of the transaction.

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

Bill Roegge, Laura Berezin, Sangitha Palaniappa, Kyle Hess, Asa Henin, and Allison Peth led the Cooley team advising Personalis.

Norm Armstrong, Megan Browdie, Barbara Mirza, Stephanie Gentile, Charity Williams, David Burns, Simon Trisk, Hanna Ali, Joe Perry, Harrison Platt, Jenna Ventorino, Sofia Chadwick, Matt Choy, Natalie Vernon, Justin Kisner, Jared Abes, Alexander Ellebracht, Alexandra Leavy, and Dillon Jones provided invaluable support.

Cooley has served as Personalis’ primary corporate and transactional counsel for approximately 15 years. During that time, the firm has advised the company on a variety of matters, including its commercial collaboration with Tempus AI, including an equity investment by Tempus into Personalis (2023), and the company’s initial public offering (2019).

Capital Markets Update – July 2026 One-Minute Reads

Mon, 20 Jul 2026 07:00:00 Z

SEC proposes rescission of climate-related disclosure rules

The Securities and Exchange Commission (SEC) announced it has proposed to rescind the climate-related disclosure rules and has requested comments by August 3, 2026. See the proposed rules and the fact sheet. Comments can be submitted or viewed here, and you can also read statements from Chair Paul Atkins, Commissioner Mark Uyeda and Commissioner Hester Peirce. For information and insights on the proposal, see this Cooley alert and this TheGovernanceBeat.com post. For other thoughts on the proposed rescission, see this ESG Dive article, this Responsible Investor article, this Bloomberg Law article, this TheCorporateCounsel.net blog post and this TheCorporateCounsel.net blog post.

SEC settles charges for violating whistleblower protection rule

The SEC announced settled charges against Foot Locker for using separation agreements with a provision that purported to waive employees’ rights to receive SEC whistleblower awards. According to the SEC’s order, approximately 148 departing Foot Locker employees signed separation agreements in order to receive severance payments. The order finds that the agreements contained a provision that purported to waive employees’ rights to receive whistleblower awards from the SEC, and that Foot Locker phased out the award waiver provision in its separation agreements and no longer requires departing employees to waive such rights. The SEC’s order finds that Foot Locker violated Rule 21F-17(a) of the Securities Exchange Act of 1934, which prohibits any person from taking any action to impede an individual from communicating directly with SEC staff about a possible securities law violation. Without admitting the findings in the order, Foot Locker consented to the entry of a cease-and-desist order and agreed to pay a $148,000 civil penalty. For more information, see this CompensationStandards.com blog post.

SEC approves new Nasdaq delisting rule

Per this SEC order, Nasdaq’s proposed rule change (SR-NASDAQ-2026-009), as modified by Amendment No. 1, is approved on an accelerated basis. Nasdaq Rule IM-5101-4 provides that where a security exhibits trading activity that is indicative of potential manipulation, and the SEC has implemented a temporary trading suspension of that security pursuant to Section 12(k) of the Act (Section 12(k) suspension), Nasdaq may exercise its authority under Nasdaq Rule 5101 to delist the security when it determines that doing so is necessary to protect investors. Nasdaq would be permitted to exercise the discretionary authority even when the security and the listed company otherwise satisfy all applicable Nasdaq listing standards at the time of determination. For more information, see this TheCorporateCounsel.net blog post.

Corp Fin posts new CFI – Rights listings in business combinations

The SEC’s Division of Corporation Finance has posted new Securities Act sections corporation finance interpretation (CFI) 142.01, which addresses the contents of a registration statement of securities underlying rights that are to be listed on an exchange. For more information, see this TheCorporateCounsel.net blog post.

Question: A company seeks to list rights on a national securities exchange in connection with a business combination transaction without the underlying securities also being listed. As required by the exchange, the company must have an effective registration statement, prior to the rights being listed, that registers the issuance of the underlying securities upon exercise of the rights. Must the registration statement contain information regarding the specific transaction and the business to be acquired?

Answer: Yes. The registration statement must contain information about the contemplated business combination transaction and the business to be acquired.

Supreme Court validates SEC’s use of disgorgement without investor loss

Per this TheCorporateCounsel.net blog post, the US Supreme Court issued its decision in Sripetch v. SEC, in which it unanimously held that the SEC may obtain a disgorgement award from a defendant in an enforcement proceeding without a showing of pecuniary loss to investors. In his opinion for the Supreme Court, Justice Neil Gorsuch reviewed the history of the SEC’s use of the disgorgement remedy, the Supreme Court’s 2020 decision in Liu v. SEC limiting the agency’s use of disgorgement and federal legislative responses to that decision. Citing a variety of judicial precedent, Justice Gorsuch concluded that neither the Supreme Court’s decision in Liu nor traditional equitable principles required the SEC to establish pecuniary harm in order to use disgorgement as a remedy. For more information, see this SCOTUSblog post.

CapitalXchange offers current SEC rulemaking overview

In this CapitalXchange blog, Cooley’s Liz Dunshee explores the five recent SEC rulemakings (touching capital markets access, scaled disclosure accommodations, reporting cadence, climate disclosure and enforcement practice) and how they fit together and reflect growing momentum for the overarching goal of SEC Chair Paul Atkins to “make IPOs great again.”

SBTi releases finalized new corporate net-zero standard

Per this ESGtoday article, the Science Based Targets initiative (SBTi) announced the release of Corporate Net-Zero Standard Version 2.0, its update to its flagship standard to assess, certify and track companies’ decarbonization commitments and support science-based climate target setting. Among the key changes introduced with the new standard is the use of a “best-efforts” framework, enabling companies to remain in compliance with the standard even if targets are not achieved, with an expectation for companies to utilize “all available levers to drive emissions reductions,” and to be transparent about implementation barriers and mitigating actions, with the SBTi “acknowledging that factors outside a company’s control may affect progress.” See also this article from The Wall Street Journal.

CARB proposes revisions to SB 253 and deferral of reporting deadline

The California Air Resources Board (CARB) announced it is updating its regulatory proposal to defer the reporting deadline for entities to report Scope 1 and Scope 2 greenhouse gas emissions from August 10, 2026, to November 10, 2026. In addition, CARB will be proposing limited changes to the regulation to clarify certain requirements and will make these available for comment as part of a 15-day public comment period. A new proposed reporting deadline of November 10 will help ensure reporting entities have additional clarity following approval of the final regulation before reporting is due. For more information, see this ESG Dive article.

Nasdaq amends proposed $5 million market cap for continued listings

In January, Nasdaq filed a proposal with the SEC to adopt a continued listing requirement of at least $5 million market value of listed securities (MVLS). Since January, the SEC has extended the time to act on the proposal and posted an order instituting proceedings to determine whether to approve the proposed rule change. Now, the SEC has posted a new notice to solicit comments on a revised proposal from Nasdaq. Comments on the amended proposal were due July 10, 2026. To address comments previously received, Nasdaq amended its proposal by giving the Hearings Panel more discretion. Nasdaq proposes to modify the initial proposal, which would have prevented a Hearings Panel from reinstating a company that failed to maintain a minimum of $5 million MVLS. Instead, Nasdaq now proposes to adopt Listing Rule 5815(c)(1)(I) to provide that in the case of a company that received a Staff Delisting Determination due to a failure to maintain MVLS of at least $5 million under Rule 5450(a)(3) or 5550(a)(6), the Hearings Panel, where it deems appropriate, may grant an exception for a period not to exceed 180 days from the Staff Delisting Determination for the company to demonstrate that it meets all requirements for initial listing. For more information, see this TheCorporateCounsel.net blog post.

Enablement Risks for Method of Treatment Claims After Wyeth v. AstraZeneca

Fri, 17 Jul 2026 20:54:00 Z

On July 9, 2026, the US Court of Appeals for the Federal Circuit issued a precedential decision in Wyeth LLC v. AstraZeneca Pharmaceuticals LP, No. 2024-2325. The Federal Circuit affirmed the district court’s holding that the asserted claims were invalid for lack of enablement and granting AstraZeneca judgment as a matter of law to set aside Wyeth’s $107.5 million jury verdict. (Slip op. at 2, 19.)

Following the US Supreme Court’s 2023 decision in Amgen v. Sanofi, the trend toward increased scrutiny for enablement for life sciences patents has continued. The Wyeth decision has implications for patents claiming methods of treatment, which are frequently sought prior to the availability of clinical data.

The patents at issue

The Wyeth patents claimed methods of treating non-small cell lung cancer (NSCLC) that has become resistant to standard drug therapies, using a class of drugs called irreversible epidermal growth factor receptor (EGFR) inhibitors. (Slip op. at 2-3.)

The specification described three candidate drugs and provided experimental cell assay data (not in patients) showing that these compounds could kill cancer cells (the “in vitro” testing). (Slip op. at 3-4). The specification also listed broad daily dose ranges of approximately 1 to 1,000 mg. However, the patents taught that “[p]recise amounts of active ingredient … depend on the judgment of the practitioner and are peculiar to each individual” but contained no examples of any of these drugs administered to human patients. (Id. at 4.)

Claim construction: ‘Unit dosage’ requires more than in vitro activity

An exemplary claim recited a method “comprising administering daily to the patient ... a pharmaceutical composition comprising a unit dosage” of the claimed drug. (Slip op. at 3 (quoting ’314 patent 35:52-60).)

Before trial, the district court construed the term “unit dosage” according to the specification’s own express definition as “physically discrete units suitable as unitary dosage for the subject, each unit containing a predetermined quantity of active material calculated to produce the desired therapeutic effect in association with the required diluents; i.e., carrier, or vehicle.” (Slip op. at 5, citing Claim Construction Decision, 2023 WL 2683559, at *9 (emphasis added).) At the judgment as a matter of law (JMOL) stage, the district court explained the practical consequence of that construction in the context of the full claim was the requirement for an actual repeatable dosing regimen capable of producing a therapeutic effect in a human patient, not merely a compound shown to kill cancer cells in a laboratory setting. In other words, based on the claim language as construed by the court, the claimed dosage must work in a person, not just in the laboratory. (Id. at 6.)

Wyeth argued on appeal that the district court improperly imported clinical safety and efficacy requirements into the claims, contending the claims required nothing more than inhibiting EGFR activity and killing cancer cells in vitro. (Slip op. at 9.) The Federal Circuit disagreed because the claims, as construed, required the daily administration of a dosage “calculated to produce the desired therapeutic effect.” (Id. at 10-11.) This construction drew in patient-level efficacy as a required part of the claim. (Id.) According to the Federal Circuit, however, this does not mean Wyeth’s specification needed to demonstrate US Food and Drug Administration-approved safety or clinical optimality. Instead, the claim as construed required only that the claimed dosage be capable of producing a therapeutic effect when administered to a patient. (Id.)

The Federal Circuit also rejected Wyeth’s argument that the district court had amended its claim construction post-verdict, finding that the district court’s statements in its JMOL order were permissible clarifications of its original pre-trial construction. (Slip op. at 12.)

Enablement: The specification’s in vitro data could not bridge the gap to patient dosing

The Federal Circuit identified several interconnected failures in the disclosure of Wyeth’s specification:

No working patient examples. The specification provided no examples of any irreversible EGFR inhibitor being given to a human patient at a dose that worked. (Slip op. at 14.) The three candidate drugs described in the patents were tested only in in vitro experiments on cancer cells, and the specification gave no guidance on how to convert those lab results into a dose that could safely and effectively be given to a real patient. (Id.)
Broad, unvalidated dose ranges. The dose ranges disclosed in the specification – a per-body-weight range of approximately 0.5 to 1,000 mg/kg, and a total daily dosage range of 1 to 1,000 mg (preferably 2 to 500 mg), which the specification described as “general” and “projected” – came with no explanation of how those numbers were arrived at, how a skilled artisan would select among them for a given compound, or how they related to the claimed unit dosage calculated to produce a therapeutic effect in a (Slip op. at 15.)
Lab doses were toxic in humans. Testimony from Wyeth’s own experts and the inventors confirmed AstraZeneca’s unrebutted evidence that the doses at which at least two of the three described drugs (HKI-272 and EKB-569) appeared to work in the lab exceeded the maximum dose a human patient could safely tolerate. (Slip op. at 15-16.) In other words, the “effective” in vitro dose indicated by the disclosure would translate to a dose that would be dangerous in a person. For example, one of the inventors confirmed that “[t]he concentrations in the test tube are higher than those you can give to patients.” (Id. at 16.) The court acknowledged that the mere presence of nonworking examples in the specification will not always defeat a patent, citing Atlas Powder Co. v. E.I. du Pont De Nemours & Co., 750 F.2d 1569, 1576–77 (Fed. Cir. 1984). (Id. at 16.) Here, however, the nonfunctionality of several of the drug dosages described in the specification played a direct evidentiary role, especially in the absence of any affirmative examples of doses that did work in human patients. The Federal Circuit concluded that the disclosed doses could not serve as a starting point for patient treatment across the claimed category. (Id.)
Specification acknowledges its own gaps. Rather than providing a methodology for calculating a unit dosage, the specification stated that “[t]he skilled artisan is aware of the effective dose for each patient” and precise amounts “depend on the judgment of the practitioner and are peculiar to each individual.” (Slip op. at 17.) The Federal Circuit held that relying on skilled artisan knowledge cannot substitute for the obligation to supply the novel aspects of the claimed invention in the specification. (Id.)

The Federal Circuit emphasized that, in a complex and unpredictable field, the specification must provide greater guidance. (Slip op. at 17.) Because the specification identified only a starting point for further research, leaving the skilled artisan to conduct an iterative, trial-and-error process to identify operative dosing regimens, practicing the claims would require undue experimentation, and therefore the claims were not enabled. (Id. at 17-18.)

Importantly for life sciences innovators, the Federal Circuit acknowledged the generally accepted practice of claiming a method of treatment with a range of doses without providing clinical data from large human trials. (Slip op. at 19.) But it distinguished this general trend from Wyeth’s patents based on the specific facts relevant to those patents. For the court, the problem was not the absence of clinical data per se, but instead the specification’s failure to disclose any actual dosages suitable for patient administration, combined with unrebutted evidence that at least two of the three disclosed compounds could not be administered to patients because all therapeutically effective dosage levels across the disclosed ranges would exceed the maximum tolerated dose in humans. (Id. at 15-16, 19.)

The outcome in Wyeth provides a noteworthy contrast to the Federal Circuit’s recent opinion in Teva Pharmaceuticals International GmbH v. Eli Lilly & Co., No. 24-1094 (Fed. Cir. Apr. 16, 2026), which also concerned method claims in which a class of compounds were defined by their function – a class of humanized antibodies (humanized anti-CGRP antagonist antibodies) to treat headache. Unlike the Wyeth case, in Teva the Federal Circuit held that the claimed antibody class was well known in the prior art, the specification disclosed that all antibodies would work for the claimed purpose (which was unrebutted at trial), and the point of novelty was not the compounds themselves but the application of those compounds to treating headache. (Teva Pharms., No. 24-1094, at 13, 22–23.)

The different outcome in Wyeth seems to have turned on the inventive concept captured by the claims and the state of the specification: The claims at issue in Teva were directed to a novel therapeutic use (treating headache) with a known class of compounds, and the specification directly addressed the novel aspect of the invention (the therapeutic use). In contrast, the claims at issue in Wyeth were directed to a dosing regimen, and the specification left the novel and critical element (a dosing regimen capable of producing a therapeutic effect in a patient) insufficiently addressed, with most of the disclosed compounds proving inoperative at some of the very doses the patents claimed.

Practical implications

For a variety of reasons, life sciences companies need to file patent applications covering methods of treatment before clinical data is available, including publications on clinical trial registries, scientific presentations and fundraising. Companies in this situation should consider two practical points following Wyeth:

Be aware of how claim language and the specification can introduce unintended functional limitations. In Wyeth, claim scope created an unexpected enablement problem through the construction of a single term. The term “unit dosage” appeared in every asserted claim, and the district court’s construction –uncontested on appeal – required “a therapeutic effect.” (Slip op. at 5, 10.)
Avoid unnecessary language about uncertainty in the specification. In Wyeth, the specification’s own statements (“[p]recise amounts of active ingredient … depend on the judgment of the practitioner and are peculiar to each individual” and “[t]he skilled artisan is aware of the effective dose for each patient”) were used by the court as evidence that determining the claimed unit dosage was a complex and individualized task that the specification failed to address. (Slip op. at 17.) Patent drafters should consider avoiding unnecessary language overemphasizing dosing unpredictability or patient-by-patient variability because it can become evidence against enablement when broad method claims are later asserted.

However, life sciences companies should also exercise caution in attempting to enable method-of-treatment applications with speculative and excessive disclosure around doses and dosing regimens. The safe and effective dosing regimen for a particular drug and indication will be discovered in clinical trials, which may occur several years after initial in vitro data. Filing applications for dosing claims contemporaneously with such clinical results can lead to additional – and often more defensible – patents with later expiration dates, potentially adding valuable exclusivity to the commercial product.

Conclusion

Wyeth v. AstraZeneca reinforces the principle the Supreme Court established in Amgen v. Sanofi: Where a claim limitation requires dosage form and/or patient-level efficacy, the specification must provide the guidance necessary to achieve that outcome across the full scope of the claimed compounds. In vitro data, broad projected dose ranges and reliance on skilled artisan knowledge may not suffice.