The SEC’s Division of Economic and Risk Analysis has published updated statistics and data visualizations focused on key segments of the U.S. capital markets, and the trends are looking positive in the first half of 2026 in terms of the number and volume of IPOs and registered follow-on offerings. The SEC announcement notes:
In the first half of 2026, IPO and follow-on offering activity showed year-over-year growth:
– IPOs: There were 208 IPOs raising over $137 billion in the first half of 2026, compared with 180 IPOs raising over $27 billion in the first half of 2025. This represents an approximately 16% increase in the number of IPOs and nearly 400% increase in proceeds raised.
– Follow-on offerings: There were 557 follow-on registered offerings raising over $111 billion in the first half of 2026, compared with 505 offerings raising nearly $84 billion in the first half of 2025. This represents an approximately 10% increase in the number of offerings and a 33% increase in proceeds raised.
These and other statistics can be found on the SEC’s public statistics and data visualizations webpage. The webpage provides statistics presented in time series charts to show market trends, pie charts to show distribution across different categories, as well as heat maps to show geographic distributions. The visuals are interactive and downloadable, thus allowing the public to explore the information they are interested in.
“DERA’s latest data highlight the continued strengthening of U.S. capital formation under Chairman Atkins, with notable growth in both IPOs and follow on offerings,” said Dr. Joshua T. White, Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis. “By expanding access to transparent, high quality data and analysis, DERA aims to equip the public, market participants, and policymakers with insights that support resilient and well functioning capital markets.”
It is notable to me that the first-half-of-2026 IPO boom has occurred against a backdrop of market volatility, economic headwinds and geopolitical uncertainty. In my experience, any one of those trends is often enough to discourage bankers from attempting to take a company public, but the IPO machine has continued chugging along despite all of the uncertainty. Hopefully, offerings will continue apace for the balance of 2026!
Is someone profiting on whether your company’s CFO says the word “synergies” during your earnings call?
In our continuing coverage of the insider trading and other risks arising in burgeoning prediction markets, the CFTC’s Division of Market Oversight issued an advisory on some of the potential perils of “mention markets,” which are described as follows:
Mention Markets allow market participants to take positions on whether a specific individual will use certain words or phrases in a defined or specified public forum, such as during a speech, on an earnings call, or on social media. Attendance- and interaction-based (e.g. by shaking hands, being photographed together, or engaging on social media) event contracts listed by DCMs have similarly depended on the discrete conduct of an individual.
The CFTC’s announcement notes “[t]hese contract types present a heightened risk of manipulation because their settlement turns on the discrete conduct of a person that may be neither independently generated nor externally verifiable.” These characteristics create some unique risks as compared to other event contracts, described as follows:
As the settlement of contracts in Mention Markets may be controlled by a single individual, a small group of individuals, or persons with access to or influence over the individual whose words, attendance, or interaction determines settlement, DMO staff may view Mention Markets as presumptively readily susceptible to manipulation and accordingly expect a heightened showing in support of any submission seeking to list such contracts. This view is grounded in several interrelated features.
Because the outcome of these contracts is often within the control of a small number of actors, the settlement condition is comparatively easier to cause, prevent, or influence for personal gain. For example, a contract might depend on whether the host of a live-streamed podcast utters a particular catchphrase; the host can easily fulfill this condition, and a trader may directly induce the outcome by submitting a question or purchasing an on-air acknowledgment. Those closest to the settlement outcome frequently possess advance knowledge—such as access to scripts, prepared remarks, guest lists, or unpublished content—which constitutes material nonpublic information and creates opportunities for trading advantages. This access also makes individuals more susceptible to influence by others seeking to manipulate the outcome, whether through social engineering, inducements, or public pressure campaigns.
These risks are compounded where Mention Markets settle on outcomes that lack independent verification or substantial public scrutiny. When settlement turns on conduct occurring in informal or private settings—or on the actions of a person not subject to public scrutiny—manipulation may be harder to detect and easier to conceal, and those with influence over the outcome may exploit their position with less risk of exposure. Even in high profile contexts, words or conduct that lack substantive meaning within the context of the relevant event, such as an unrelated buzzword recited during an earnings call or an incidental gesture at a public ceremony, may not attract meaningful attention or be subject to the same scrutiny and discipline as words or conduct that are material to the event itself.
This alert reminds me of how Marty Dunn would often include bizarre words and phrases in his remarks when appearing on panels at securities law conferences, based on dares emanating from his friends. It was always amusing to observe how the audience reacted to these non sequiturs, but no one ever proposed that we could make money on it! Hat tip to the Daily Update from Securities Docket for highlighting this fascinating prediction markets development.
If you have been practicing law for a while, you have no doubt experienced a request for information about a particular topic coming from a client or colleague that starts with the phrase “Do you have anything off the shelf?” This request is typically driven by a desire to signal that no special efforts are needed to prepare the subject information, as well as a desire to avoid the cost of creating something from scratch. Throughout my career, I have often been frustrated when I am unable to satisfy this request with some readily available off-the-shelf materials, simply because I never got around to creating such a resource.
Rather than wallow in my misery of not being able to deliver the requested information in a readily-available form, I decided to rally my colleagues at Goodwin to help build out our new “Off-the-Shelf” platform. The Goodwin Public Company Advisory Blog notes:
Goodwin’s Public Company Advisory Practice (PCAP) has created the Off-the-Shelf platform as a centralized resource to assist you in finding the answers to your corporate and securities law questions.
Off-the-Shelf is a curated collection of accessible, practitioner-focused resources designed to help public companies address common SEC reporting, disclosure and corporate governance issues with confidence. It includes actionable checklists and guides, concise explanations of regulatory concepts and practical insights informed by market practice and regulatory developments.
Resources included in the Off-the-Shelf resource center address important topics such as:
– Director onboarding and resignations
– Determining who qualifies as an executive officer
– Appointing a new principal accounting officer
– Executive perquisites
– Disclosure considerations relating to material agreements, missed guidance and significant litigation
– Launching a share repurchase program
– Draft registration statements
– Form 8-K reporting requirements
Off-the-Shelf is designed to be a growing resource, not a static collection. Our team of experts will continue to expand the collection as regulatory requirements evolve, new disclosure and corporate governance issues emerge and public companies encounter new questions. Our goal is to provide legal teams with practical, readily accessible guidance on the issues that they encounter most often.
We have some great plans for making the most of this off-the-shelf platform, and I hope you might find what you are looking for in our library! If there is something that you think should be covered, please let me know.
Two weeks ago, Liz noted the SEC’s announcement that it is suing ISS in federal court to compel compliance with an outstanding administrative subpoena. The SEC’s Division of Examinations had initiated an examination of ISS back in March, and requested that ISS produce data relating to proxy recommendations and votes, including information such as the names of clients who received proxy recommendations and information about votes cast on their behalf.
On Friday, ISS announced that it had filed a brief in the U.S. District Court for the Eastern District of Pennsylvania challenging the SEC’s demand for data as unconstitutional. The announcement notes:
“As a regulated investment adviser, ISS has a duty to protect confidential client information, particularly when the government cannot articulate a legitimate investigative purpose for reviewing this data,” said Subodh Mishra, spokesman for ISS. “The dispute cannot be separated from the broader, coordinated campaign by government actors and outside activists to pressure proxy advisory firms — including through state laws that federal courts have already barred states from enforcing against ISS. They are now targeting the investors themselves based on their relationship with ISS and their protected speech. ISS will not allow its clients’ First Amendment and privacy rights to be sacrificed to government overreach.”
With respect to the First Amendment arguments included in the brief, the announcement highlights the following quotes:
“Where clients communicate their voting objectives and strategies to ISS, many of which concern ‘public issues and political matters,’ their communications are ‘at the heart of protected speech’ under the First Amendment.”
“In this context, confidentiality is critical, as many of ISS’ clients may be unlikely to express their views as freely if they are concerned that their voting choices on sensitive topics will be disclosed, particularly to a government that disagrees with their votes.”
“The First Amendment chilling effect is even more pronounced with respect to other agencies. The Executive Order that launched the investigation against ISS also commanded a whole-of-government effort to target both ISS and its clients for adverse action.”
The brief goes on to note that “[t]he evidence shows that the SEC’s request here is part of a broader campaign to retaliate against ISS and its clients for expressing disfavored political views.” Further, the brief states:
“ISS clients that have voted in ways that the current Administration might disagree with reasonably fear reprisal from the Administration. Indeed, some have already expressed fears of retaliation to ISS. The Executive Order specifically directs federal agencies to single out such clients for adverse administrative action. And the SEC has already begun conducting intrusive examinations of ISS’ clients, with the SEC’s inquiries specifically probing those clients’ voting decisions and their relationships with ISS.”
The outcome of this fight will undoubtedly have broader implications beyond the SEC’s interest in the proxy advisory firms, given the potential impact on the clients of those firms who are utilizing the proxy voting recommendations.
On Friday, the Council of the Corporation Law Section of the Delaware State Bar Association posted a notice on the DSBA website stating:
The U.S. Securities and Exchange Commission recently proposed the repeal of Rule 14a-8 of the Securities Exchange Act of 1934. The Council of the Corporation Law Section of the Delaware State Bar Association is incorporating the potential repeal into its annual review of Delaware’s corporate statutes. From this review, the Council may formulate proposed statutory amendments. If approved by the Corporation Law Section and the Executive Committee of the DSBA, the proposed amendments are recommended to the Delaware General Assembly.
As I had mentioned earlier this week, if the SEC proceeds with its proposed rescission of Rule 14a-8, we will likely see some states consider the enactment of laws that could address shareholder proposals, either in a manner similar to Rule 14a-8 or through some other approach. It appears that the Council of the Corporation Law Section of the DSBA is trying to get out in front in light of the Commission’s proposed action.
The SEC’s proposal to rescind Rule 14a-8 prompted a swift response from the Council of Institutional Investors (CII). On the same day that the proposal was issued, CII Executive Director Glenn Davis issued a statement, bluntly noting:
Let this moment settle in: The SEC, created for the purpose of protecting investors in the aftermath of the Crash of 1929, today proposed to rescind a World War II-era rule protecting shareholders’ ability to suggest ideas to improve the companies they own.
Yes, shareholder proposals can be a source of embarrassment when they reveal a disconnect between shareholders’ and managers’ understandings of what matters to long-term performance; and sometimes they trigger compromise before a vote takes place. That is a feature of strong capital markets, not a basis for a government agency to swat a fly with a sledgehammer.
The proposed rescission is a solution in search of a problem. Nearly all shareholder proposals are non-binding, which means they merely give corporate directors data to make better-informed decisions. Company costs related to shareholder proposals trace largely to self-imposed expenses such as pursuing legal cover to exclude proposals from ballots or funding campaigns to get out the “against” votes. Most publicly traded companies face zero shareholder proposals in a given year.
Could Rule 14a-8 be improved? Sure. But the SEC proposed rescinding the rule in its entirety, with fingers crossed that state legislators and corporate directors will develop a patchwork of new rules resulting in something better. Spoiler alert: That patchwork will launch a new race to the bottom in state corporate law and result in a dramatic reduction in shareholders who qualify as proponents, notwithstanding smaller investors’ history of putting forward many of the most highly supported proposals.
CII will speak publicly and repeatedly to defend Rule 14a-8. We encourage all market participants to do their part in this effort. It’s not about whether you agree or disagree with the substance of particular shareholder proposals. It’s about preserving broad shareholder expression as a vital part of robust capital markets.
Meanwhile, the comments are already starting to pour in on the SEC’s proposal. Trillium Asset Management, LLC submitted a comment letter this week requesting that the Commission extend the public comment period from 60 days to 120 days, while asking the Commission to convene a public roundtable “to gather the views of investors before proceeding further.” These requests were subsequently echoed in a comment letter submitted by the Committee on Mission Responsibility Through Investment, part of Presbyterian Life & Witness, an agency of the General Assembly of the Presbyterian Church.
On Friday, David Woodcock, Director of the SEC’s Division of Enforcement, delivered remarks at The University of Texas School of Law’s 12th Annual Government Enforcement Institute. In his remarks, he provided an update on the SEC’s Enforcement program and highlighted some recently launched initiatives aimed at strengthening the agency’s enforcement efforts and removing roadblocks to efficient enforcement. He noted:
Rather than striving to bring an ever-increasing number of enforcement actions—without regard for their impact or their capacity to positively affect capital markets and investors—I am focused on administering an enforcement program that is strong and visible in the marketplace. As former SEC Chairman Harvey Pitt noted, “an essential predicate for any effective enforcement program is visibility.” The market must see—and feel—that Enforcement is on the job and market participants need to understand that if they violate the securities laws, they will suffer the consequences. We want bad actors to know that Enforcement is committed to detecting and shutting down their misconduct, holding them accountable, and putting appropriate measures in place to prevent them from continuing to violate the law. An enforcement program that is visible contributes to healthy markets and makes investors better off. I am not preoccupied with numbers, because when the Enforcement Division empowers the staff to work efficiently, removes barriers to effective enforcement, and prioritizes impactful cases—and we are—we will produce results without needing to chase numbers.
The Director highlighted the work of the newly-launched Financial Reporting and Accounting Unit and Retail Fraud Working Group, while noting a new focus on the use of technology and coordination, stating:
At the same time, we are examining ways to force multiply through creative uses of technology and through increased interagency coordination. The Division has a new Office of Artificial Intelligence & Analytics, which is focusing on accelerating our practical implementation of Artificial Intelligence and Analytics. We are laser focused on enabling our existing talented workforce to harness these tools to make us much more efficient—freeing our most valuable resource (the staff) to spend more time on case generation, assessment, and thinking.
A word regarding our coordination efforts. I’ve said it before, but we confront increasingly complex schemes that cross borders, regulatory sectors, and legal frameworks, and no single agency can address it in isolation. That is why we are working hard to leverage opportunities to better coordinate with our regulatory and law enforcement partners. The Commission recently announced an MOU with the FDA aimed at enhancing our cooperation in carrying out our regulatory and enforcement responsibilities and facilitating relevant information-sharing. From the Division’s perspective, FDA-related disclosures have a significant impact on our markets, and fostering a closer partnership with the FDA goes hand-in-hand with our responsibility to enforce applicable disclosure requirements under the securities laws. We’re also coordinating our respective enforcement operations with the CFTC through the Harmonization Initiative; working in tandem with the PCAOB to support their important role in the enforcement landscape; and pursuing opportunities for close collaboration with U.S. Attorneys’ Offices, including S.D.N.Y. and here in the Northern District of Texas.
On the topic of removing roadblocks to efficient enforcement efforts, the Director noted:
– The Enforcement Staff is closely monitoring for developments, so it is better for companies to self-report, cooperate and remediate fully.
– In order to speed up investigations, the Director is asking the Staff to consider taking testimony before document productions are complete, when appropriate.
– He expects defense counsel to cooperated fully in resolving an investigation, which involves “responding quickly and clearly to inquiries, scheduling testimony promptly, avoiding serial extensions without cause, raising issues early rather than late, and engaging constructively in pre-enforcement dialogue, which we value and encourage.”
– Defense counsel can expect the Division of Enforcement to seek to remedy subpoena compliance issues by filing subpoena enforcement actions, sooner rather than later.
– Defense counsel should understand that a meeting with a Deputy Director is a meeting with the Front Office.
In his speech, David Woodcock acknowledged that “[f]iscal year 2026 was a transitionary period, but transitions strengthen disciplined programs,” and he noted that “[w]e have recalibrated our pipeline, launched critical initiatives, and re-established core principles.”
The drama continues to unfold with the Nasdaq’s new $5 million minimum market cap requirement for continued listing. Last month, John noted in the blog that the SEC had stayed the new listing standard’s implementation following the filing of notices of intent to petition the full Commission to review the Division of Trading and Markets’ approval. Those notices automatically stay an action taken under delegated authority unless one of a few narrow exceptions applies.
Earlier this month, the Commission granted petitions for a full review of the Nasdaq listing standard. This Sheppard blog notes the implications of the Commission’s latest action:
What the SEC’s Review Means
The SEC will undertake an evaluation of the merits of Nasdaq’s proposal, and the review will likely require the SEC to balance two competing interests:
1. Nasdaq’s Stated Goal: Protecting investors from manipulation and market disorder associated with low-priced stocks.
2. Industry Concerns: Ensuring the rigid standard does not disproportionately harm micro-cap and emerging growth companies by cutting off their access to critical public capital which is necessary to sustain operations and pursue strategic growth initiatives.
The SEC’s decision to undertake a full review does not predetermine the ultimate outcome, but it does mean the proposal will face much closer scrutiny before it can be enacted.
What Happens Next?
The SEC’s review process could take several months. As part of the next phase, the SEC is opening the floor to public input. Any interested party may file a written statement in support of or in opposition to the proposed rule on or before October 6, 2026.
We will keep you posted as the Commission’s review unfolds.
From LinkedIn, Ted Yu has been named Corp Fin’s Chief Counsel, and in that role he will lead the Office of Chief Counsel and oversee the Office of Mergers and Acquisitions.
Ted was serving as Associate Director (Specialized Policy and Disclosure) in Corp Fin prior to taking on the Chief Counsel role. Previously, Ted had served as Chief of the Office of Mergers and Acquisition from 2016 to 2023. Ted has also served in a variety of other roles in Corp Fin, the Chairman’s office, and in private practice.
Congratulations to Ted on his new position! I always say that being Chief Counsel of Corp Fin is the best job you can have as a securities lawyer.
Last week, the SEC announced that it had issued an order granting temporary, conditional exemptive relief to Tokenized Securities Venues (TSV) from the definition of “exchange” to trade tokenized National Market System (NMS) stock using innovative permissioned automated market makers and liquidity pools. The order also grants a temporary, conditional exemption from the definition of “dealer” in the Exchange Act to certain liquidity providers that provide liquidity in tokenized NMS stock. I must admit that this is a word salad that I never anticipated writing during the course of my career!
The SEC’s Fact Sheet does a good job of untangling this knot of strange and mysterious words for old fogey securities lawyers such as myself:
Over the past several years, advancements in distributed ledger technology have facilitated innovations in trading across non-security crypto assets. Increasingly, market participants are seeking to buy and sell tokenized NMS stock using automated market maker (“AMM”) and liquidity pool distributed ledger technology. However, a TSV that trades tokenized NMS stock may face substantial challenges with complying with the Federal securities laws without potentially burdensome changes to its business model. TSVs and the use of distributed ledger technology can offer several benefits to market participants, including enabling investor self-custody, around-the-clock trading, fractional ownership of shares, and near instantaneous settlement, while improving efficiencies and providing greater transparency.
The order granting the exemptions – known as the “Innovation Exemption” – allows market participants to obtain the potential benefits of distributed ledger technology for trading tokenized NMS stock. Specifically, the order facilitates trading in tokenized NMS stock using distributed ledger technology while maintaining appropriate investor protections and fair and orderly market principles as the Commission further considers potential regulatory changes or other actions.
The Fact Sheet further notes that the exemptive relief is subject to a number of conditions, including:
– Tokenized NMS stock traded on a TSV is subject to limits on the number of symbols and volume traded;
– A TSV must verify that the tokenized NMS stock made available for trading on the TSV provides holders the same rights and privileges as does traditional NMS stock of an equivalent class;
– Before making available for trading tokenized NMS stock that is tokenized by an unaffiliated third party, the TSV must provide written notice and an opportunity to object to the issuer of the underlying NMS stock;
– Smart contracts used by a TSV must be auditable, public, and deployed on a public, permissionless distributed ledger; and
– A TSV must provide public notice about its operations, trading activities, and the trading activities of its affiliates on the TSV.
The exemptive order grants the subject relief for a period of five years and solicits public comment about possible modifications to the relief and potential next steps.
