Media RSS Feed

Data Center Deals Continue Benefiting Big Law Client Relationships

Fri, 11 Sep 2026 05:36:00 Z

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

Read the article (subscription required)

Sequen AI Announces $90 Million Series B

Thu, 10 Sep 2026 19:16:00 Z

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

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

Cooley has advised Sequen since its incorporation.

The 2026 Tech Titans

Thu, 10 Sep 2026 02:13:00 Z

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

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

View the full list of Tech Titans

Cooley Advised GreenArrow on Acquisition of MSL Electric

Wed, 09 Sep 2026 14:28:55 Z

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

The transaction was announced publicly in this press release.

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

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

Cooley Advises Uber on €4.5 Billion Investment-Grade Bond Offering

Wed, 09 Sep 2026 13:42:00 Z

San Francisco – September 9, 2026 – Cooley advised Uber Technologies, Inc. (NYSE: UBER), a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from Point A to Point B, on its €4.5 billion investment-grade bond offering. This is Uber’s debut Euro bond transaction.

Mischi a Marca, Addison Pierce, Carlos Ramirez and Eric Blanchard led the Cooley team advising Uber, with support from Siana Lowrey, David Peinsipp, Matt Kong, Xueqing Li, Yoni Horn, Alexander Gefter, Peter Haddad and Zach Polen. Eileen Marshall and Timothy Shapiro advised on tax matters.

Cooley has advised Uber on various matters since 2014, including its recent €14 billion bridge financing agreement in connection with its offer to acquire Delivery Hero in July 2026, partnership with Rivian Automotive in March 2026 and strategic partnership with Wayve in February 2026.

Banque Misr Penalties a ‘Wake-Up Call’ for Banks Over Hidden Iran Ties, Lawyers Say

Tue, 08 Sep 2026 17:47:00 Z

Cooley partner Brian Nelson was quoted in the National Law Journal about the Financial Crimes Enforcement Network's proposed Section 311 action against Banque Misr UAE amid heightened US enforcement against financial institutions suspected of facilitating Iranian finance. Nelson, former Treasury Department under secretary for terrorism and financial intelligence, said the measure can amount to a “death penalty” for foreign banks that transact in US dollars and noted that banks generally treat proposed Section 311 actions as final.

Read the article (subscription required)

Cooley Bolsters Private Equity Bench With Fund Formation Hire in Chicago

Tue, 08 Sep 2026 16:00:00 Z

Chicago – September 8, 2026 – Michael Black has joined Cooley’s Chicago office as a partner in the firm’s fund formation practice, further strengthening Cooley’s private equity fund capabilities to meet the evolving needs of its growing client base.

“Michael is an outstanding addition to our fund formation team and to Cooley’s Chicago office,” said John Clendenin, partner and chair of Cooley’s global fund formation practice. “He combines a sophisticated technical skill set with a practical, collaborative approach and a deep understanding of the needs of emerging and established private equity managers. Michael is highly regarded in the market and exceptionally effective with clients.”

Black brings a versatile practice spanning the full life cycle of private investment funds. He counsels established and emerging managers on the formation, structuring and operation of private investment funds – including buyout, growth equity, search, debt, real estate and single-asset funds – and special purpose vehicles.

Joining Cooley from Kirkland & Ellis, Black deepens Cooley’s capabilities serving emerging and established sponsors in the middle markets. He has significant experience leading fund closings representing billions of dollars in aggregate committed capital, and advising on the formation of private investment funds, including funds established by first-time sponsors. In 2026, Cooley has continued to strategically invest across its fund formation platform, with Black following the additions of partners Derek Pease, Corey Zarse and Jon Brose.

“A fundraise sets the foundation for a partnership that can shape how a firm operates for the next decade. Middle-market managers need counsel who understand the significance of those decisions and can provide advice tailored to their needs,” said Black. “Cooley combines that judgment with the ability to execute at the highest level.”

The firm’s fund formation practice is among the largest and most active in the country, providing primary counsel to more than 1,000 investment fund clients. The team advises managers across the full spectrum of strategies and fund structures, including private equity, venture capital, growth equity and other private investment funds, supporting sponsors from formation and fundraising through ongoing operations, liquidity solutions and strategic transactions.

DOJ Announces ‘Historic’ $250 Million Penalty for HSR Filing Violations

Fri, 04 Sep 2026 20:39:00 Z

On August 26, 2026, the US Department of Justice (DOJ) announced a proposed settlement with private equity firm KKR & Co. to resolve a complaint alleging repeated and “systemic” Hart-Scott-Rodino (HSR) Act violations. Under the settlement, KKR will pay a “historic” civil penalty of $250 million – “more than 20 times any prior HSR penalty,” as noted by Associate Attorney General Stanley Woodward.

The DOJ’s January 2025 complaint alleged that KKR violated the HSR Act in at least 16 separate transactions during 2021 and 2022. According to the DOJ, KKR altered documents in HSR filings for eight transactions, omitted required documents for 10 transactions and failed to make the required HSR filing in two transactions. In a statement, KKR disagreed with the DOJ’s position, noting that it believed it had “acted in good faith … consistent with industry practice” in its HSR filings but wanted to resolve the matter without further litigation. Notably, KKR also added that outside law firms would fully reimburse KKR for the civil penalties.

This settlement comes weeks after the Federal Trade Commission (FTC) announced $12 million in penalties against Edwards Lifesciences Corp. and Genesis MedTech Group Limited for HSR Act violations. At the time, that penalty was the largest ever for failure to make an HSR filing. The FTC alleged that the parties structured the transaction with the aim of avoiding an HSR filing requirement by splitting the consideration between a purchase price for the target below the HSR threshold coupled with a separate investment into the seller. The combined value would have triggered an HSR filing.

Why this matters

HSR Act violations can result in significant penalties. The maximum civil penalty for an HSR Act violation is currently $53,088 per day per violation, and the DOJ initially sought more than $650 million in penalties in the KKR complaint. With the recent settlements, the DOJ and the FTC are signaling that both agencies take HSR evasion and incomplete filings seriously. Given the time that may pass between agency enforcement and the required time of filing, penalties can accrue rapidly. It is essential to conduct a thorough reportability analysis at the outset of a transaction.

Ensure compliance with HSR document collection. Sweep broadly and comprehensively in the collection process for documents that should be included with the HSR filing. The DOJ’s complaint discussing alleged omitted documents underscores the importance of identifying all key custodians and ensuring that their materials are collected and reviewed.

Adhere to document creation and hygiene guidelines. In the KKR complaint, the DOJ alleged that KKR made alterations to responsive business documents in some transactions to minimize the competitive impact of the proposed deal. Altering documents is of course an immediate red flag, but not creating “hot” documents in the first instance is the best approach. Involving antitrust counsel to review drafts before broad circulation to officers or directors reduces the risk of unnecessarily inflammatory language in responsive materials.

White House Steps Up Trade Fraud Enforcement With AI

Thu, 03 Sep 2026 19:32:50 Z

The White House recently announced that “the age of untraceable illegal transshipment is over.” In an August 13 report titled, “The Great Transshipment Scam,” the White House Office of Trade and Manufacturing Policy issued what it called a “warning to the world” – “stop evading and avoiding the Trump tariffs through illegal transshipment. Those who continue will be caught.”

Illegal transshipment, which is the practice of routing goods from higher-tariff countries through lower-tariff jurisdictions to evade US tariffs, reportedly costs America tens of billions of dollars annually. To counter illegal transshipment, US Customs and Border Protection (CBP) is developing an AI-enabled “detective border” that will analyze shipment data, routing histories, product classifications and other information to purportedly “reveal[] inconsistencies that no human could catch at scale.”

On the same day the White House report was released, the US Department of Justice (DOJ) issued a memorandum identifying trade fraud as a top enforcement priority, underscoring the risk of criminal prosecution for companies and individuals engaged in tariff evasion or other fraud schemes.

The government’s focus on illegal transshipment can affect any company engaged in foreign commerce, but those connected to China supply chains should pay particular attention. Now is a good time to evaluate import practices, strengthen compliance programs and prepare for this new era of data-driven enforcement.

CBP’s new AI ‘detective border’

The White House report estimates that transshipment “is draining the US treasury” of $10 billion to $100+ billion in lost tariff revenue each year.

According to the report, since the first Trump administration imposed Section 301 tariffs on China in 2018, goods that previously moved directly from China to the US are increasingly being routed through third-country jurisdictions – including Vietnam, Malaysia, Thailand, Mexico and Cambodia – to take advantage of lower tariff rates. The report makes clear that the government is aware of these routing patterns and views them as a principal driver of tariff revenue losses. Other higher-tariff countries are allegedly beginning to adopt similar practices, but China-origin transshipment remains the enforcement priority.

One step being taken to counter transshipment is the development of an AI-enabled “detective border.” The AI detective border is described as an “AI-driven net that never sleeps, never tires, and never forgets.” The AI architecture will fuse “anomaly detection, link analysis, capacity validation, and mirrored-flow verification into a single predictive platform.” The platform will continuously analyze data to attempt to identify “anomalous routing patterns, suspicious bills of lading, false-origin claims, value mismatches, and capacity inconsistencies.” Additionally, AI will play a role in identifying potential mismatches between a product’s “digital identity” and its “physical reality” by analyzing “container markings, packaging patterns, and X-ray imaging.” CBP will leverage these findings to bring enforcement actions.

DOJ memo outlines enforcement priorities for fraud

Also on August 13, the National Fraud Enforcement Division (NFED) issued a memorandum setting forth its enforcement priorities. As we discussed previously, the NFED is a new division within the DOJ for investigating and prosecuting fraud against federal government programs.

The memo states that the NFED will utilize sophisticated data analytics tools and other new technology to build a “data-driven white-collar law enforcement” group. The NFED is expected to have 500 attorneys and other staff by late August and will “continue to rapidly grow for the next two years.”

The memo identifies five enforcement priorities:

Global trade and commerce, which will target “illicit transshipment schemes, country-of-origin fraud, the undervaluation of imported goods designed to evade duties, sanctions evasion, and foreign forced labor schemes.”
Public trust and financial integrity, including government procurement fraud (such as bid rigging, self-dealing and billing fraud), as well as benefit and grant programs (such as student loans and small business programs).
Healthcare, such as Medicare or Medicaid fraud, controlled substance diversion, home health and hospice schemes, and deceptive marketing of unsafe products and services.
Internal revenue, which will focus on criminal tax enforcement.
Corporate misconduct, which will focus on “fraud and other economic crimes.”

Echoing the White House report, the memo emphasizes that trade fraud and customs evasion “undermine American industry” and “deprive the public fisc of vital external revenue.”

Implications

With the administration viewing trade fraud as a significant threat to American industry and the broader US economy, companies with global supply chains should expect heightened scrutiny of their import practices. That scrutiny will be increasingly data-driven and take advantage of new technology. The consequences of noncompliance may extend beyond civil penalties to criminal prosecution. Companies should consider reviewing and strengthening their compliance programs to identify and address potential issues or weaknesses in their supply chain.

Companies that receive notice that they are the subject of a trade fraud investigation – whether through a CBP Request for Information, a subpoena or Civil Investigative Demand from the DOJ, or a formal notice of detention or seizure – should act quickly and deliberately to evaluate the allegations and potential defenses. Companies with China-connected supply chains should be particularly alert, as enforcement agencies are actively scrutinizing import patterns involving Chinese-origin goods routed through third countries.

As an initial matter, companies should retain experienced counsel before responding to any government inquiry or making statements to investigators. Companies should also take immediate steps to preserve all potentially relevant documents and data, including shipping records, customs filings, supplier agreements and internal communications relating to import practices. In parallel, companies should consider initiating an internal investigation to assess the scope of the issue, determine whether voluntary self-disclosure is appropriate and develop a strategy for engaging with the government. Throughout this process, companies should be mindful that trade fraud investigations often involve multiple agencies – including CBP, DOJ and the Department of Commerce – and that early coordination across enforcement tracks is critical.

How we can help

Cooley’s global tariffs task force is a team of high-stakes litigators, former prosecutors, including the former chief of the public corruption unit of the US Attorney’s office, and investigation counsel. We have extensive experience in cross-border investigations, particularly those involving Asia and China, and our team includes Mandarin-speaking lawyers who can communicate directly with clients and counterparties in their native language. Companies that receive an inquiry or notice that indicates they may be the subject of a government investigation can reach a member of our team by emailing zCooleyTariffsTeam@cooley.com.

USPTO Appeals Review Panel Reinstates Double Patenting Rejections, Limits Allergan in Examination

Wed, 02 Sep 2026 17:11:25 Z

Executive summary

In Ex parte Baurin (Appeal 2024-002920), the US Patent and Trademark Office (USPTO) Appeals Review Panel (ARP) reversed the Patent Trial and Appeal Board (PTAB) and reinstated six obviousness-type double patenting (OTDP) rejections against US Application No. 17/135,529.¹ The decision adopts a narrow reading of Allergan USA, Inc. v. MSN Laboratories Private Ltd. and confirms that a later-filed, later-expiring patent can still support an OTDP rejection, even where issuance of the challenged claims would not extend patent exclusivity.²

The decision turns on OTDP’s second rationale: preventing harassment through enforcement by separate owners of patentably indistinct patents. Relying on Fallaux, Hubbell and Cellect, the ARP held that this anti-harassment rationale independently supports an OTDP rejection, even when there is no improper extension of patent term.³

Still, the ARP was not entirely comfortable with that outcome. It said that absent binding precedent, it would not treat hypothetical future harassment as a stand-alone basis for rejection, and it sketched a more streamlined, term-focused framework it might adopt in the future. That framework is not the law yet. Until the Federal Circuit says otherwise, examiners will keep applying pre-Allergan practice, except in the narrow circumstances where the ARP found Allergan applies.

Background

The ’529 application is directed to antibody-like binding proteins, was filed December 28, 2020, and has a patent-term filing date of March 28, 2012, giving it an ordinary expiration of March 2032.⁴

The examiner rejected claims 1 – 18 for OTDP over six reference patents/applications, each combined with US 2009/0162359 A1 (the ’359 publication). The principal reference, US Patent No. 10,882,922 (the ’922 patent), was filed April 13, 2017, issued January 5, 2021, and expires April 13, 2037, after a 70-day patent term adjustment (PTA) award. The ’529 application and the ’922 patent are commonly owned by Sanofi and share several inventors; it was undisputed that the pending claims would have been obvious over the ’922 patent in view of the ’359 publication.

The anti-harassment rationale

OTDP rests on two justifications. The first, and historically dominant, one prevents a patentee from obtaining a second, later-expiring patent on a patentably indistinct invention that would unjustifiably extend exclusivity. The second, the anti-harassment rationale, guards against patentably indistinct rights ending up with separate owners, each able to assert the same technology against an infringer or licensee. A licensee that cleared rights under one patent could face a separate claim from another owner of related, indistinct claims. The common-ownership provision required in a terminal disclaimer exists to prevent that outcome, even where the patents’ terms are already aligned.

The PTAB reversed the OTDP rejections in November 2024 and denied rehearing in a 2 – 1 decision (with dissent) in December 2025. On March 5, 2026, the director sua sponte convened the ARP, inviting briefing from the applicant and 11 amici on the scope of Allergan, projected expiration dates and whether separate ownership risk independently supports an OTDP rejection. On August 6, 2026, the ARP reversed the PTAB and reinstated all six rejections.

The decision

Allergan applies only in narrow circumstances

The ARP rejected the PTAB’s broader application of Allergan. In Allergan, the Federal Circuit held that a first-filed, first-issued, later-expiring claim could not be invalidated for OTDP based on a later-filed, later-issued, earlier-expiring reference claim sharing a common priority date.

On the ARP’s reading, Allergan applies where the challenged and reference claims are in the same family and share the same patent-term filing date, and the challenged claims are first-filed, first-issued and later-expiring within that family.

The ’529 application met none of these: It lacks the first actual filing date in its family, remains pending (so is not first-issued) and does not share a patent-term filing date with the ’922 patent, which is from a different family. A pending continuation will rarely qualify as first-issued during ordinary prosecution, so the ARP instructed examiners to continue pre-Allergan practice outside this narrow fact pattern.

Anti-harassment can independently support an OTDP rejection

The PTAB treated the absence of a term extension concern as dispositive. The ARP disagreed, concluding that its reading of Federal Circuit precedent recognizes two independent OTDP rationales: preventing unjustified timewise extension and preventing multiple suits by different owners of patentably indistinct rights.

The ARP viewed Fallaux and Hubbell as controlling because the Federal Circuit affirmed OTDP rejections even where the challenged claims would have expired before the references and relied on Cellect’s recognition of divided ownership risk. It rejected the PTAB’s view that this reasoning was dicta, since that would leave those affirmances with no articulated basis at all.

The practical result: Claims in a later-filed, later-expiring patent can support an OTDP rejection of earlier-expiring foundational claims even though issuance of the foundational claims would not extend exclusivity, so long as the challenged claims are not patentably distinct from the reference claims.

The ARP questions the rule it applies

Although the ARP reinstated the rejections, it was candid about its discomfort with the rule it applied. Absent controlling precedent, the panel said it would not treat hypothetical future harassment as a stand-alone basis for rejection: Without evidence that an applicant actually split ownership and exposed the public to separate suits, the USPTO is simply speculating. The ARP also credited the amici’s concern that a broad anti-harassment rule creates a backward-looking problem, since a later improvement could threaten earlier foundational claims. That concern is particularly acute in collaborative research, licensing-driven portfolios and situations involving inventor mobility. The tension is sharpest because a terminal disclaimer requires continued common ownership: It is easiest to obtain where the harassment risk is most hypothetical, and unavailable precisely where separate ownership already exists.

A proposed new framework, but not yet the law

If the Federal Circuit determines anti-harassment cannot stand alone, the ARP outlined a term-focused alternative. For references outside the application’s family, examiners would ask only whether the reference has a later patent-term filing date than the application. If so, the term extension inquiry ends there. If earlier, the examiner would compare the claims for patentable distinctness. Examiners would rely on known facts, such as an existing terminal disclaimer or already awarded PTA, rather than speculate about future events.

Within a single family, the analysis would instead turn on actual filing (and issue) dates: A later-filed application could be rejected over an earlier-filed parent, but not the reverse. This is consistent with Allergan’s principle that the first-filed, first-issued patent sets the family’s maximum period of exclusivity. The ARP also floated narrowing any surviving anti-harassment rationale by requiring actual evidence of prior ownership-splitting, or a two-way obviousness showing, before it alone could support a rejection. None of this is presently in effect; the ARP expressly conditioned it on further Federal Circuit guidance.

Key takeaways

1. Allergan protection remains narrow and family specific.

The Allergan exception protects only a first-filed, first-issued, later-expiring claim against a later-filed, later-issued, earlier-expiring reference sharing the same patent-term filing date within the same family. That is not the fact pattern most applicants will see during original prosecution; it is more likely to come up in reexamination, reissue or a later validity dispute.

2. Anti-harassment remains a live, independent ground for rejection.

Applicants should expect examiners to keep making OTDP rejections based on later-filed, later-expiring patents, including cross-family references, wherever the claims are not patentably distinct and a common ownership or inventorship link exists. Under the ARP’s current guidance to the USPTO, an earlier expiration date will not by itself defeat that kind of rejection.

3. Terminal disclaimers deserve more strategic attention than they typically get.

A terminal disclaimer is not just a formality. It imposes a common ownership requirement that can affect licensing, assignments, acquisitions and enforcement, and it may cut short a patent term that would otherwise result from PTA. Where common ownership cannot be achieved or maintained, for example in university-industry collaborations, joint development arrangements or after an inventor leaves, a disclaimer will not cure an OTDP rejection. Prosecution strategy, inventorship and ownership provisions need to be coordinated up front in those situations.

Alignment with Federal Circuit precedent

The ARP treated its result as compelled by Fallaux, Hubbell and Cellect, while acknowledging the Federal Circuit’s more recent focus on patent term in Gilead, Cellect and Allergan. Baurin is precedential within the USPTO and binds office personnel, but it does not bind the Federal Circuit or district courts. That leaves an open question the ARP expressly asked the Federal Circuit to resolve – whether the anti-harassment rationale is, by itself, still enough to reject an earlier-expiring claim under the current patent-term regime?⁵

Recent developments in this space

That question is now squarely before the Federal Circuit in In re Ablynx N.V., Appeal No. 26-1333, arising from Ex parte Baumeister. A decision there could address the continuing force of Fallaux and Hubbell, the scope of Allergan and the ARP’s proposed framework. A further appeal from Baurin itself could offer a second vehicle for review.⁶

Notes

Ex parte Baurin, Appeal 2024-002920, Application No. 17/135,529 (USPTO Appeals Review Panel, Aug. 6, 2026) (precedential).
Allergan USA, Inc. v. MSN Laboratories Private Ltd., 111 F.4th 1358, 1369-70 (Fed. Cir. 2024).
See In re Fallaux, 564 F.3d 1313, 1318-19 (Fed. Cir. 2009); In re Hubbell, 709 F.3d 1140, 1145-48 (Fed. Cir. 2013); In re Cellect, LLC, 81 F.4th 1216, 1229-30 (Fed. Cir. 2023).
See Cooley, PTAB Rehearing Limits Double Patenting Rejections of Earlier Patent Applications From Later-Filed Family Members, Jan. 26, 2026.
See Gilead Sciences, Inc. v. Natco Pharma Ltd., 753 F.3d 1208, 1214-17 (Fed. Cir. 2014); In re Cellect, LLC, 81 F.4th at 1226-30; Allergan, 111 F.4th at 1367-70.
In re Ablynx N.V., Appeal No. 26-1333 (Fed. Cir.) (appeal from Ex parte Baumeister, Appeal 2026-000193).

Rising Star: Cooley's Denny Won

Wed, 02 Sep 2026 11:38:04 Z

Cooley partner Denny Won was recognized by Law360 as a capital markets attorney rising star. In his profile, he discusses the initial public offerings (IPOs) he’s worked on, why he’s a capital markets attorney and how he thinks AI will change the practice. Won highlighted his work advising the underwriters of StubHub's $800 million IPO in September 2025, Uber on its $8.1 billion IPO in May 2019, the underwriters of Heatflow's upsized $364.2 IPO in August 2025, the underwriters of Andersen's $202.4 million IPO in December 2025,, the underwriters of BillionToOne's upsized $314 million IPO in November 2025 and Olema Pharmaceuticals’ upsized $240.4 million IPO in November 2020.

Read the full profile (subscription required)

OSC Releases ‘Call for Interest’ in Space Commerce Certification Pilot Program

Wed, 02 Sep 2026 07:00:00 Z

On August 20, 2026, the Department of Commerce Office of Space Commerce (OSC) announced a call for interest for companies interested in participating in a pilot phase of the newly established Space Commerce Certification (SCC) framework. Submissions are due October 5, 2026, and should be submitted to Space.Certification@noaa.gov.

Space Commerce Certification framework

Under the proposed framework, companies would apply for per-mission certification and commit to adhering to the OSC-imposed “light-touch” requirements, such as orbital debris mitigation and payload review. OSC would conduct basic due diligence while simultaneously circulating the application to relevant portions of the interagency to identify any concerns relating to national security, foreign policy or international obligations, and safety of operations. Agencies involved in the process would include OSC’s Commercial Remote Sensing Regulatory Affairs department, Federal Communications Commission, Federal Aviation Administration, National Aeronautics and Space Administration and Department of War. If no concerns are identified, certification would be granted within 120 days of submission.

The SCC framework is a process designed to facilitate approval of mission authorizations for activities not explicitly governed by existing regulatory frameworks and provide additional certainty for such operators. Novel space activities include, but are not limited to, in-space manufacturing, orbital datacenters, satellite servicing, lunar operations and commercial inhabitable stations.

Participation in SCC pilot phase

OSC is inviting expressions of interest in participating in a pilot phase intended to test and further develop the new framework. Participants will have the opportunity to provide the agencies with feedback on the process. OSC will be highly selective during this pilot phase and will prioritize missions that are critical to industry advancement, are sufficiently likely to occur and represent high-utility use cases.

Interested companies must include in their submission to OSC:

The nominated entity’s full name, any affiliations and contact information.
Evidence of US entity ownership/operation.
A clear description of the intended operations, the space objects involved and the targeted launch/deployment timeline.
A statement confirming the submitter’s commitment to working with OSC, in a manner as transparent to the public as possible, to develop best practices.

If you are interested in learning more about the SCC pilot phase or framework, please reach out to one of the Cooley lawyers listed below.

New Federal Program Deputizes Private Companies to ‘Hack Back’

Tue, 01 Sep 2026 21:33:03 Z

On August 12, 2026, President Donald Trump signed a memorandum titled “Expanding Capabilities to Combat Transnational Cyber-Enabled Crime” (memorandum). Historically, private companies have faced the imperative to defend themselves against cybercriminals while being legally barred from fighting back or “hacking back” – also known as active defense or active cyber response (ACR). The concept of ACR stems from a situation where participants in the program respond on behalf of victims of hacking by launching various offensive counterattacks against the hacker, with the intent of mitigating the effects of the attack. Business, scholars and politicians alike have debated this historical prohibition on “hacking back,” arguing over the limits on the tools available to the private sector to defend itself when it holds the vast majority of the world’s online infrastructure.

The memorandum directs the federal government to authorize vetted private companies to conduct offensive cyber operations, including surveillance and disruptive effects operations under federal oversight, against suspected foreign criminal hacking groups. For cybersecurity firms, threat intelligence providers and defense contractors, this memorandum potentially opens up new lines of activity and opportunity, but not without potential risk and exposure.

What the memorandum enables

The memorandum directs the National Coordination Center (NCC) to create and manage a program that would authorize certain preapproved “Participating Companies” to conduct cyber surveillance operations and cyber effects operations, under federal control and oversight, against foreign cyber-enabled transnational criminal organizations.

A cyber surveillance operation means accessing another organization’s computer systems or networks, without authorization from the owner or operator or by exceeding authorized access, primarily to passively collect information or intelligence, including information that could support a future cyber effects operation, with the intent to remain undetected.
A cyber effects operation means an operation that actually manipulates, disrupts, denies, degrades or destroys another organization’s information systems, networks or data, going beyond mere observation.

The program will be overseen jointly by the Department of Justice (DOJ) and the Department of Homeland Security (DHS), which must coordinate with each other to approve any operation, and every resulting action must be conducted on behalf of, and under the supervision of, these agencies.

The opportunity: a new kind of government relationship

For companies that provide offensive or clandestine cyber capabilities, this program provides a potential opportunity to become a partner to the US government. Participating companies would enter into contractual agreements with DOJ or DHS.

The memorandum also directs the government to build out the terms of this relationship over the coming months. By October 11, 2026, the program’s executive directors must establish operating procedures, including minimum standards for participation covering technical proficiency, proven performance, facility security, personnel vetting, competence and reliability. In establishing these procedures and standards, the executive directions must ensure eligibility criteria that allows for participation by both large companies, which would provide capacity and volume, and smaller or more specialized companies, which would potentially be better suited to more discrete tasks.

The guardrails: federal oversight

The memorandum builds in several layers of federal oversight, including requiring:

Individual approval of each operation by the program’s executive directors.
Participating Companies halt operations that stray outside of the approved scope and notify the NCC.
Participating Companies to maintain a bond or escrow of at least $1 million, to be forfeited if the company falls out of compliance with its contractual agreement.
Annual evaluation of Participating Companies for continued participation in the program.

The risk: residual liability

The harder question for any company considering this program is what happens when something goes wrong, and the memorandum signals that the government is also conscious of potential risks.

Authorized operations can have unexpected results

If a Participating Company discovers that an authorized operation has exceeded its approved parameters, such as by unintentionally targeting a US person, a US-based information system or a system controlled by a US person, it must immediately stop the operation, take steps to minimize the impact and notify the NCC, which then notifies the DOJ. Companies must also immediately report any imminent attack on US critical infrastructure they discover, or any reasonable belief that an approved operation may result in loss of life or serious injury, or rise to the level of use of force or armed attack under international law. The fact that the memorandum specifically anticipates and requires reporting on scenarios this serious is a signal of just how much can go sideways, even with rigorous vetting and federal sign-off.

Anti-hacking laws at home and abroad

The Computer Fraud and Abuse Act (CFAA) is an avenue for exposure, as it bars cyber activity undertaken without authorization or that exceeds authorized access – the very activity this memorandum enables. Anyone who suffers damage or loss from a violation of the CFAA may sue the violator for damages and equitable relief.

It is unclear whether this private right of action would survive against a defendant acting as a Participating Company under the program. The memorandum references compliance with the CFAA, alluding to an exemption for “any lawfully authorized investigative, protective or intelligence activity of a law enforcement agency of the United States [and certain other government entities].”¹ But it’s unclear the extent to which the exemption can apply to the actions of private entities undertaken on behalf of the government. This uncertainty means that a Participating Company could find itself exposed to a civil suit from whoever was harmed, having to litigate the exemption’s scope.

Foreign law adds another layer that the memorandum does not seek to address or resolve. These operations are meant to target servers, networks and infrastructure located outside the United States, and most countries have their own computer crime statutes that make unauthorized access to a computer system a domestic offense wherever it originates. A US government contract does not extend to a foreign hacking law and does not confer immunity from prosecution or civil suit in that country. A Participating Company conducting an approved operation against infrastructure or targets sitting in a foreign jurisdiction could still face criminal or civil exposure under that jurisdiction’s own laws.

No new swords or shields

Federal oversight also does not mean federal immunity for a company that steps outside the lines. The memorandum expressly caveats that it does not create any right or benefit, procedural or substantive, that any party can enforce against the United States or its officers and employees. That language lays out the government’s position that a Participating Company cannot point to this memorandum as a federal government indemnity for claims brought against the company, and a private party harmed by an operation gone wrong has no new claim against the government created by this memorandum.

Who else should be paying attention

This is not only a story for companies that might apply to the program. Cloud and hosting providers, internet service providers and critical infrastructure operators have reason to watch closely too, because these operations could touch their infrastructure without warning. A hosting provider or network operator whose infrastructure sits between a Participating Company and its intended target may lack visibility into an authorized operation running through its systems until something breaks.

The program also contemplates Participating Companies entering into commercial agreements with other private sector entities to receive threat intelligence in support of their cyber operations. Managed security service providers and incident response firms should also take note, even if they never seek Participating Company status themselves. However, such entities also run the risk of identifying operations by Participating Companies when responding to incidents at foreign entities, which may present conflicts of interest between their incident response and threat intelligence services.

Before entering into any threat intelligence sharing arrangement with a Participating Company, a company should understand exactly how its data and its name could end up feeding into a federally authorized cyber operation, and what obligations or exposure that creates for the company supplying the intelligence, not just the company acting on it.

Looking ahead

The program’s operating procedures are not due until October, so the details of eligibility, vetting and contract terms are still being written. But companies in the defense industrial base, cybersecurity, and cyber operations, threat intelligence and managed security spaces should start thinking now about:

Whether becoming a Participating Company, or a commercial data partner to one, fits the company’s risk tolerance and business strategy.
What contractual protections, insurance and indemnification the company would need before agreeing to conduct operations under this kind of federal authorization.
Developing a legal strategy and assessing potential exposure under the CFAA and other anti-hacking laws (including outside of the US).
Preparedness for inadvertent or intentional retaliation or escalation from targets of cyber operations conducted under the program.
Whether the company’s infrastructure or client base could be swept into someone else’s authorized operation, even without any direct involvement in the program.

This memorandum marks a shift in how the government defines the private sector’s role in the fight against cybercrime. Companies in this space have an opportunity to contribute to the disruption of cyber-enabled transnational criminal organizations, but the legal exposure runs alongside the opportunity, not behind it. If you have questions about whether your company should participate in this program, how to structure a commercial data-sharing arrangement tied to it or how to manage the liability that comes with operating in this space, please contact the Cooley cyber/data/privacy practice.

Notes

18 USC § 1030(f).

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

Tue, 01 Sep 2026 21:11:00 Z

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

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

Background

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

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

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

Why this matters

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

Dizal Announces Global Exclusive License Agreement with AstraZeneca

Tue, 01 Sep 2026 19:55:00 Z

Shanghai – September 1, 2026 – Cooley advised Dizal, a biopharmaceutical company dedicated to the discovery, development and commercialization of differentiated therapeutics for the treatment of cancer and immunological diseases, on its global exclusive license agreement with AstraZeneca for Zegfrovy (sunvozertinib), a novel oral irreversible epidermal growth factor receptor inhibitor for patients with lung cancer. AstraZeneca will acquire worldwide rights to develop and commercialize Zegfrovy.

AstraZeneca will make an upfront payment to Dizal of $600 million and additional payments of up to $900 million upon achievement of specific development, regulatory and sales-related milestones. Additionally, Dizal will receive tiered royalties on the global sales of Zegfrovy.

Lawyers Geoffrey Spolyar, Yiming Liu and Zack Gong led the Cooley team advising Dizal.

Rising Star: Cooley's Bill Roegge

Tue, 01 Sep 2026 12:19:51 Z

Cooley partner Bill Roegge was recognized by Law360 as a life sciences attorney rising star. In his profile, Roegge discusses his most notable deal (advising Personalis on its acquisition by Tempus AI in July 2026), proudest moment as an attorney and motivations.

Read the full profile (subscription required)

CFTC’s Innovation Advisory Committee Holds Inaugural Meeting

Tue, 01 Sep 2026 07:00:00 Z

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

Roadmap for the new frontier of finance

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

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

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

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

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

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

Industry feedback and recommendations

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

1. Harmonization and speed to market

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

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

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

2. Balancing innovation and market integrity in prediction markets

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

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

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

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

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

3. AI: Focus on conduct, not technology

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

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

What’s next?

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

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

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

Notes

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

a16z Announces Expansion of Fifth Growth Fund to $8.5 Billion

Mon, 31 Aug 2026 16:00:00 Z

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

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

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

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

Mon, 31 Aug 2026 15:25:00 Z

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

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

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

Shareholder proposals

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

2026 shareholder proposals at Russell 3000 companies

ISS recommendations and shareholder support

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

Average shareholder support varied sharply with ISS recommendations

Sector trends

Tech companies

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

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

2026 shareholder proposals at tech companies

Life sciences companies

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

2026 shareholder proposals at life sciences companies

Recently public company trends

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

2026 shareholder proposals at recently public companies

Management proposals

Director elections

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

Director election vote results by support level

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

Variance in director election support levels by ISS recommendation

Say-on-pay

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

Say-on-pay vote results by support level

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

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

Select nonroutine management proposals

Responsive governance proposals

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

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

DExit reincorporation proposals

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

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

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

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

Officer exculpation proposals

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

Notes

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

Europe's AI Act Gets Real

Mon, 31 Aug 2026 12:09:00 Z

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

Read the article

a16z Raises $1.1 Billion For The Machine Age Fund

Fri, 28 Aug 2026 17:10:00 Z

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

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

Socure Announces Strategic Growth Investment at $5.2 Billion Valuation

Thu, 27 Aug 2026 18:55:00 Z

New York – August 27, 2026 – Cooley advised Socure, a leading trust infrastructure for global identity and risk intelligence, on its strategic growth investment that values the company at $5.2 billion. The investment was led by Summit Partners with participation from Goldman Sachs Alternatives, Wells Fargo, Docusign and others, and includes both primary capital and an existing employee secondary tender offer.

Lawyers Sacha Ross, Robert Warshaw, Michael Bruno, Tim Cook, Nyron Persaud and Jonathan Rivinus led the Cooley team advising Socure.

Cooley Partner Named as Massachusetts Go To Lawyer for Life Sciences

Thu, 27 Aug 2026 17:50:00 Z

Cooley partner Sarah Hogan has been recognized by Massachusetts Lawyers Weekly as a 2026 Go To Lawyer for Life Sciences, a feature spotlighting leaders in the Massachusetts legal community by practice area.

Hogan, a partner in Cooley’s life sciences corporate partnering and licensing practice, advises life sciences and digital health companies on structuring and negotiating complex strategic partnerships.

For its 2026 life sciences list, honorees were nominated by colleagues and selected by a panel from Lawyers Weekly.

Read Hogan's profile

Core Scientific Secures $600 Million Senior Secured Credit Facilities

Thu, 27 Aug 2026 15:54:00 Z

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

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

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

Cooley Enhances Capital Markets Practice in San Francisco

Thu, 27 Aug 2026 14:21:00 Z

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

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

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

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

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

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

AusperBio Completes $120 Million Series C Financing

Thu, 27 Aug 2026 12:11:00 Z

Shanghai – August 27, 2026 – Cooley advised AusperBio, a near-commercial biopharmaceutical company focused on developing targeted oligonucleotide therapeutics for the treatment of chronic hepatitis B (CHB) and other diseases, on the closing of its $120 million Series C financing.

The financing was led by a leading strategic investor, with participation from new investor RA Capital, alongside continued support from existing investors, including HanKang Capital, Sherpa Capital, InnoPinnacle Fund, Qiming Venture Partners, YuanBio Venture Capital, and CDH Investments.

The financing will support the continued development of AHB-137, AusperBio's lead investigational ASO therapy for CHB, including its Phase 3 registrational program and commercialization readiness. Proceeds will also accelerate the development of AHB-171, the Company's investigational HBV siRNA candidate built on its proprietary Au-HALO™ targeted delivery platform, advance next-generation combination approaches for CHB, and further expand the Company's pipeline of targeted oligonucleotide therapeutics addressing significant unmet medical needs.

Lawyers Andrew Harline and Lunga Su led the Cooley team advising AusperBio.

Cooley previously advised AusperBio on its $63 million Series B2 financing in September 2025, $50 million Series B+ financing in May 2025, $73 million Series B financing in December 2024 and $37 million Series A in July 2024.

Are Founders Using Too Many SAFEs?

Wed, 26 Aug 2026 18:37:36 Z

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

Read the article (subscription required)

Cooley Advised Virtue AI on Acquisition by Fortinet

Wed, 26 Aug 2026 16:25:14 Z

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

The transaction was announced publicly in this press release.

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

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

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

Law360’s Legal Lions of the Week

Wed, 26 Aug 2026 14:24:00 Z

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

Read the article (subscription required)

Chatbots in the Legal Spotlight

Wed, 26 Aug 2026 11:56:00 Z

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

Read the article (subscription required)

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

Tue, 25 Aug 2026 18:44:00 Z

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

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

Law.com Names Cooley Among DC Legal Awards Finalists

Mon, 24 Aug 2026 16:47:00 Z

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

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

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

Read the article (subscription required)

Big Pharma Is Hooked on Chinese Licensing Deals

Mon, 24 Aug 2026 12:15:35 Z

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

Read the article (subscription required)

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

Mon, 24 Aug 2026 07:00:00 Z

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

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

The vulnerability

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

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

Firm-by-firm findings

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

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

What the letter asks FINRA to do

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

Why it matters

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

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

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

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

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

Recommended actions

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

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

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

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

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

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

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

How we can help

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

FTC Court Win Blocks Henkel’s Acquisition of Liquid Nails

Fri, 21 Aug 2026 18:48:40 Z

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

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

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

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

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

Why this matters

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

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

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

Fri, 21 Aug 2026 15:08:04 Z

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

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

The transaction was announced publicly in this press release.

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

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

As Neurotech Goes Mainstream States Move to Regulate It at Work

Fri, 21 Aug 2026 12:24:30 Z

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

Read the article (subscription required)

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

Fri, 21 Aug 2026 12:03:12 Z

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

Read the article (subscription required)

Managing IP Recognizes Cooley in 2026 IP Stars

Thu, 20 Aug 2026 14:10:00 Z

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

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

Firm rankings

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

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

Callosum Announces $100 Million Seed to Redefine How Humanity Computes

Thu, 20 Aug 2026 12:40:00 Z

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

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

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

Biotech IPO Window Widens as M&A Fuels 2026 Revival

Thu, 20 Aug 2026 12:30:38 Z

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

Read the article (subscription required)

Data Center Backlash Fogs Finance Picture For New Projects

Wed, 19 Aug 2026 12:12:00 Z

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

Read the article (subscription required)

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

Tue, 18 Aug 2026 20:48:14 Z

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

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

The transaction was announced publicly in this press release.

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

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

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

Tue, 18 Aug 2026 20:30:31 Z

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

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

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

Read the full list (subscription required)

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

Tue, 18 Aug 2026 18:06:00 Z

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

Read the article (subscription required)

Slate Medicines to Merge With Fulcrum Therapeutics

Tue, 18 Aug 2026 15:30:00 Z

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

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

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

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

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

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

Cooley Lawyers Recognized as 2026 BTI Client Service All-Stars

Mon, 17 Aug 2026 19:55:00 Z

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

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

Read the full list (subscription required)

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

Mon, 17 Aug 2026 19:41:25 Z

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

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

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

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

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

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

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

Spotlight on technology

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

Spotlight on life sciences

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

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

Mon, 17 Aug 2026 17:45:11 Z

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

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

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

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

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

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

Mon, 17 Aug 2026 12:40:00 Z

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

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

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

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

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

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

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

Hallmarks of Cooley’s commitment to innovation include:

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

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

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