SEC Speaks 2026: Key Takeaways on Developments in the Commission’s Approach to Examinations, Regulation, Enforcement and Litigation

The Practicing Law Institute, in collaboration with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”), held its annual SEC Speaks conference (the “Conference”) on March 19 and 20, 2026, in Washington, D.C. The Conference featured remarks from Chair Paul Atkins, Commissioner Hester Peirce, and Commissioner Mark Uyeda, as well as panel discussions involving, among others, senior staff from the Division of Enforcement, the Division of Examinations, the Office of the Chief Accountant and the Office of the General Counsel. Across those sessions, SEC staff discussed the current regulatory and enforcement priorities, accounting and disclosure issues, developments relating to emerging technologies, and significant pending litigation that may affect the scope of the SEC’s authority. Consistent with prior years, the Conference’s discussions generally touched on each aspect of the SEC’s three-part mission: protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation.

This article summarizes several of the sessions from the 2026 Conference. It first reviews the remarks of the SEC’s Chair and Commissioners, which highlighted views on regulatory scope, disclosure policy, capital formation, and the Commission’s approach to innovation and crypto markets. It then addresses accounting developments and selected division updates, including discussions from the Division of Enforcement, the Division of Examinations, and the Office of the Chief Accountant. The article next summarizes the judicial and legislative developments session, which focused on pending cases before the U.S. Supreme Court and federal courts of appeals. Finally, it identifies several practical themes that emerged from the Conference, including continued attention to materiality, process, coordination across regulators, emerging technologies, and the likely impact of pending litigation on future SEC action.

Remarks of the SEC's Chair and Commissioners

The Conference opened with remarks from Chair Paul S. Atkins and Commissioners Hester M. Peirce and Mark T. Uyeda, each of whom provided insight into the Commission’s evolving regulatory philosophy and priorities. Collectively, their remarks reflected a continued emphasis on the SEC’s core mission, a reassessment of the appropriate scope of the Commission’s authority, and a shift toward clearer rulemaking—particularly in areas such as disclosure, capital formation, and emerging technologies. At the same time, the speakers highlighted ongoing efforts to update the regulatory framework while balancing investor protection, market efficiency, and innovation.

Remarks of Chair Paul S. Atkins

Chair Atkins’s remarks focused on outlining what he calls the Commission’s “ACT” strategy.^[i] Under this framework, Chair Atkins stated that the Commission’s initiatives will largely fall within three categories: (1) advancing the SEC’s rules to align with how markets operate today; (2) clarifying the SEC’s regulatory regime to streamline oversight and facilitate innovation; and (3) transforming current requirements by eliminating obligations that the Commission considers burdensome and impractical. Chair Atkins emphasized that the SEC will modernize its regulatory framework while remaining grounded in the SEC’s core mission of protecting investors. In particular, Chair Atkins highlighted a shift towards developing clear rules and guidance for cryptocurrency markets, rather than relying on a “regulation by enforcement” strategy.

Chair Atkins stated that the SEC is also prioritizing efforts to delineate more clearly the regulatory boundaries between the SEC and the Commodity Futures Trading Commission (“CFTC”) in order to provide greater clarity to dually registered firms. Chair Atkins highlighted the longstanding issue that such firms must navigate two different regulatory regimes, examination cycles, and supervisory cultures without clear delineation of each agency’s respective authority. In an effort to remedy this issue, earlier this month, the SEC and CFTC entered into a Memorandum of Understanding (the “MOU”) to “guide coordination and collaboration between the two agencies to support lawful innovation, uphold market integrity, and ensure investor and customer protection.”^[ii] Chair Atkins noted that coordination (through aligning regulatory definitions, enhancing oversight coordinating, and implementing data-sharing mechanisms) marks what he described as a “new era of harmonization” between the agencies that Chair Atkins anticipates will allow to better serve both investors and registrants.

Finally, Chair Atkins announced that the Commission, in his view, is undertaking efforts to transform its rulebook by removing immaterial requirements that burden the market without a corresponding benefit to investors. The Division of Corporate Finance is currently engaged in a review of the SEC’s disclosure requirements, with an emphasis on ensuring that such requirements are appropriately tailored to information that is material to investors. Additionally, the Division of Enforcement will reportedly focus its resources on matters that meaningfully advance investor protection and market integrity, rather than pursuing technical violations that, in the Commission’s view, do not result in investor harm.

Remarks of Commissioner Hester M. Peirce

Commissioner Hester M. Peirce focused her remarks on the concept of materiality and the limits of the Commission’s disclosure rulemaking authority.^[iii] She emphasized the Commission’s need to remain within its statutory boundaries in light of recent Supreme Court decisions and the growing “graveyard of rules vacated and remanded by courts.” Commissioner Peirce used an analogy—describing the Mona Lisa—to illustrate her view that disclosure regulation is an exercise in judgment.

To begin, Commissioner Peirce asked the audience to think about how it would describe the Mona Lisa portrait to someone who has not seen it. She explained that “describing a work of art requires choosing which among a large body of facts to convey” and “knowing when you have described something adequately is difficult.” She further noted that the adequacy of any description depends on the intended audience, both for public companies making the disclosures and the SEC, who she described as the “crafter of the disclosure mandates.” Commissioner Peirce explained that the SEC asks companies to describe themselves, but the central question is not only how much can be said, but also what must be said.

Commissioner Peirce emphasized that Congress identified investors as the intended audience of securities disclosures and that “any disclosure under the securities laws should serve a fundamentally economic purpose.” She defined an investor as “someone who cares about economic returns and risk,” encompassing both institutional and individual investors, and noted that “the pursuit of risk-adjusted economic returns is the common thread running through an otherwise diversely motivated population.” This shared interest, she explained, should guide the Commission’s disclosure mandates. In her view, anchoring disclosure requirements in the reasonable investor’s economic interests provides a clear limiting principle on the Commission’s authority. Commissioner Peirce explained that the Commission may require disclosure only of information material to the reasonable investor. Although companies remain free to disclose non-material information (i.e., “information to satisfy the non-economic interest of investors and non-investors”), the Commission, absent explicit congressional authorization, may not mandate such disclosures. “That limited mandate focuses [the Commission’s] discretionary disclosure efforts solely on material information,” Commissioner Peirce explained.

Commissioner Peirce also addressed advocates of more fulsome disclosure requirements, who cite provisions in Section 7(a) of the Securities Act and Section 12(b) of the Exchange Act that authorize disclosures “in the public interest” or “for the protection of investors” for the proposition that Congress delegated broad rulemaking authority to the SEC. Commissioner Peirce stated that “Congress cannot delegate without bounds, and the Supreme Court has made clear that ‘public interest’ has to be read in the context of our mission.” She cautioned that the phrases “public interest” and “investor protection” must be interpreted within the context and purpose of the securities laws, warning that an untethered reading “would empower the SEC to be the only regulator in town.” She further stated that “no matter how broad the language, it never extends beyond [the Commission’s] mandate.” Citing prior Commission guidance from 2016, she noted that the Commission has historically recognized that disclosure requirements should not be used to advance social policy objectives unrelated to the core purposes of the federal securities laws.

Commissioner Peirce also explained that, in exercising its disclosure rulemaking authority, the Commission must consider investor protection and promoting efficiency, competition, and capital formation, with materiality serving as the constraint on that authority. She highlighted the costs associated with mandatory disclosures, noting that even disclosures of material information could run afoul the Commission’s statutory obligations “if the direct and indirect costs (borne by investors) of producing [the disclosure] outweigh the benefits to investors of consuming it.” Accordingly, even information sought by certain investors may not serve the interests of the “reasonable investor” if the costs of producing that information exceed the benefits. Commissioner Peirce warned against prescriptive, one-size-fits-all rules that would short-circuit that company-specific materiality determination.

Commissioner Peirce concluded her remarks by advocating for a “commitment to disclosure rules that enable reasonable investors to obtain material information they need in pursuit of economic returns.” She emphasized that adhering to the statutory boundaries promotes effective regulation but, in her view, also reduces the risk of successful legal challenges to SEC rules, suggesting that “[e]mpowering [SEC] staff to write and enforce sensible rules within [the SEC’s] grant of authority is the best way to steward their time and to protect investors.”

Remarks of Commissioner Mark T. Uyeda

Commissioner Mark T. Uyeda opened his remarks by invoking the Declaration of Independence’s principle of the “pursuit of happiness” and examining its relevance to U.S. capital markets and the work of the Commission.^[iv] Commissioner Uyeda proposed that the “ideals that underpinned America’s foundation should continue to guide how we think about opportunity, accountability, and the proper limits of government action.” He explained that capital markets transformed the pursuit of happiness from an aspiration into reality by enabling individuals and businesses to raise capital, innovate, and grow. He further emphasized that effective regulation lowers the cost of capital by protecting investors from fraud and misinformation, thereby encouraging participation and economic growth.

Commissioner Uyeda noted that Congress designed the federal securities laws to make the SEC a disclosure regulator and argued that it is not the Commission’s role to determine which ideas are worthy of capital, which business models are viable, or which entrepreneurs deserve a chance—rather, those determinations are left to the market. The SEC’s role, according to Commissioner Uyeda, is to ensure that investors have accurate, honest, and financially material information to make those judgments for themselves. Accordingly, even companies with unproven technology and long paths to profitability may access public markets, provided they make full and fair disclosure of their risks.

Turning to the state of the public markets, Commissioner Uyeda criticized post-Enron reforms because they have, in his view, unintentionally discouraged companies from entering or remaining in public markets. Commissioner Uyeda noted that the Commission is “working on meaningful steps intended to revitalize the public markets.” For example, he highlighted efforts to modernize shelf registration, and Commission staff have also been instructed to engage in a comprehensive review of Regulation S-K to assess the effectiveness of current disclosure requirements. He also referenced consideration of potential changes to periodic reporting obligations, including whether companies might be permitted to move from quarterly to semi-annual reporting.

Commissioner Uyeda then highlighted the growing importance of private markets as they have “incubated companies that were not yet ready for the public markets, which at some point in the future when they were at a more mature stage, went public.” In his view, the relevant policy question is not whether to favor public or private markets; it is how to ensure that everyday Americans can access opportunities in both. Commissioner Uyeda explained that the benefits of private market investing have been reserved for institutional investors and that due to changes in the market, exclusive reliance on public market securities may no longer provide sufficient diversification for retirement savers. Accordingly, he advocated for expanding retail investor access to private assets, noting that such investments can enhance returns and reduce volatility within a diversified portfolio. He rejected arguments against allowing retail access, primarily by emphasizing that it is not “the government’s role to impose its judgment as to what opportunities investors may pursue, particularly when these choices are often being made by a fiduciary.” He also noted steps that the SEC has already taken to expand retail investor exposure to private markets.

In closing, Commissioner Uyeda argued the Commission’s “role is not to stand between Americans and their economic aspirations in the name of protecting them from themselves.” Instead, the Commission’s role “is to build and maintain the infrastructure that makes free markets possible—clear rules, honest disclosure, and timely accountability for fraud and manipulation.” He emphasized that, in exercising its rulemaking authority, the Commission should consider whether its rules both prevent harm and preserve investor choice.

Division of Enforcement

Senior staff from the Division of Enforcement provided an overview of the Division of Enforcement’s current priorities, enforcement philosophy, and recent litigation developments. Acting Director Sam Waldon opened the discussion by addressing his recent appointment as interim leader of the Division of Enforcement, noting that “acting does not mean inactive,” and emphasizing his direction that the Division of Enforcement continue its work “full steam ahead.” He explained that the Commission is prioritizing the quality, not the quantity, of enforcement actions, with a focus on cases involving clear misconduct by actors who “lie, cheat, and steal.”

The Division of Enforcement staff reiterated that investor protection remains its central objective, with a particular emphasis on cases involving fraud and investor harm. Staff noted that a guiding principle of the program is to return funds to harmed investors wherever possible. Consistent with this approach, the Division of Enforcement intends to continue its focus on core enforcement areas, including insider trading, accounting and disclosure fraud, market manipulation, and breaches of fiduciary duty by investment advisers. Division of Enforcement staff also confirmed that the staff will continue to pursue cross-border enforcement initiatives, including efforts to address pump-and-dump schemes involving foreign issuers.

While fraud-based cases remain the highest priority, Division of Enforcement staff emphasized that non-fraud violations will continue to be pursued in appropriate circumstances. However, the Division of Enforcement indicated that staff will take a more measured approach in such cases, distinguishing between isolated, good-faith errors that are promptly remediated and repeated or unaddressed compliance failures. In the former instance, staff indicated that an enforcement action may be unlikely; in the latter, the staff signaled a greater willingness to proceed.

The panel also highlighted the Division of Enforcement’s continued coordination with criminal authorities, other federal and state regulators, and self-regulatory organizations, such as the Financial Industry Regulatory Authority. Staff noted that, in light of limited resources, the Division of Enforcement is increasingly focused on avoiding duplicative efforts and will consider whether another agency is better positioned to pursue a particular matter. In that regard, the staff indicated that the recently updated MOU with the CFTC is intended to enhance coordination and reduce overlap between the agencies.

Chief Counsel Mark Cave discussed the Division of Enforcement’s renewed emphasis on transparency and fairness in the investigative process, particularly in connection with the Wells process. He noted that recent updates to the Division of Enforcement’s Enforcement Manual (the “Manual”)^[v] reflect a policy of providing Wells recipients with access to “salient” and “probative” evidence, including key documents, testimony, and, where appropriate, exculpatory materials reviewed by the staff. He stated that, although the Division of Enforcement will not undertake a comprehensive search for all potentially exculpatory information, recipients should expect to receive access to materials central to the staff’s preliminary determination to recommend an enforcement action to the Commission. At the same time, Mr. Cave emphasized that these disclosures will be balanced against competing considerations, including protecting the integrity of the investigative record, safeguarding witnesses from potential retaliation, preserving confidential information, and maintaining the efficiency of investigations.

Chief Litigation Counsel Nicholas Grippo reported that the Division of Enforcement maintains a robust and active litigation docket, with a continued focus on fraud-based actions involving investor harm. Recent enforcement actions highlighted by the panel included cases involving Ponzi schemes, market manipulation through social media, and misrepresentations by issuers regarding their financial commitments to investment projects.^[vi] Mr. Grippo also emphasized the Commission’s continued pursuit of a variety of available remedies, including disgorgement, civil penalties, and injunctive relief, while acknowledging that recent judicial developments have introduced additional considerations in the calculation and award of such remedies.

With respect to penalties, the Division of Enforcement staff noted that the Commission continues to evaluate corporate penalties under the framework set forth in its 2006 policy statement,^[vii] including considerations such as scienter, deterrence, and the potential impact on current shareholders. The Division of Enforcement staff emphasized that, where appropriate, it will prioritize individual accountability and seek remedies against responsible individuals, rather than relying solely on corporate penalties that may ultimately be borne by shareholders. Division of Enforcement Chief Accountant Ryan Wolfe noted that accounting-related enforcement actions remain focused not only on technical compliance, but also on the messages that they convey to investors. The panel also acknowledged ongoing challenges in cases involving foreign issuers, particularly with respect to obtaining access to books, records and audit work papers.

Finally, the panel addressed emerging risks, including the use of artificial intelligence (“AI”), noting that the Division of Enforcement is actively monitoring both internal applications and the potential for bad actors to exploit such technologies in furtherance of fraud. The Division of Enforcement staff emphasized that it would continue to adapt its enforcement approach to address these evolving risks, while remaining grounded in its core mission of protecting investors and maintaining market integrity.

During a workshop led by the Division of Enforcement staff, including a number of regional deputy and associate directors, as well as the Chief of the Cyber and Emerging Technologies Unit, the staff provided additional details regarding the Division of Enforcement’s priorities for the upcoming year. The Division of Enforcement staff reiterated its continued focus on protecting investors, rooting out fraud, ensuring gatekeepers fulfill their obligations, and individual accountability.

Paul Tzur, Deputy Director, Enforcement Central and South, highlighted that the SEC’s newly issued Enforcement Manual provides guidance on what effective corporate remediation looks like, and that the Division of Enforcement staff’s assessment of remediation is an important factor in determining cooperation credit. Mr. Tzur noted that key examples indicating sufficient remediation include holding individual wrongdoers accountable, improving internal controls and procedures, compensating those harmed by the conduct, clawing back compensation from wrongdoers, and improving training for relevant personnel. Michael Brennan, Associate Director, noted that while many investigations originate from referrals by the Division of Examination, where there has been cooperation during the examination alongside sufficient remedial action, the Division of Enforcement may forego taking action. Panelists described how the SEC evaluates the nature of the misconduct, scienter, the scope of the violations, how long the misconduct occurred for and its magnitude, how many customers were harmed, whether the entity is a recidivist, and whether there are potential individual charges, when determining whether or not to pursue an enforcement action.

Mr. Tzur also spoke to his view of an effective Wells process. He noted that the Enforcement Manual now provides proposed defendants an opportunity to meet with senior staff during the Wells process, which strengthens the overall process. Mr. Tzur noted that the timing changes included in the new Enforcement Manual set clear expectations for all participants and emphasized that the staff needs honest engagement on the facts and the law in any submission and Wells meeting. He also noted that, where appropriate, participants in the Wells process can consider providing an expert report on technical issues.

Justin Jeffries, Associate Director for the Atlanta Regional Office, emphasized the SEC’s priority of investigating and pursuing enforcement against “liars, cheats, and thieves.” In addition to certain core enforcement priorities, such as misrepresentations and disclosure failures, offering frauds, insider trading, and accounting fraud, he noted that the Commission is particularly focused on fraud targeting retail investors, including elderly individuals. Mr. Jeffries highlighted a number of recent matters which involved these issues, including SEC v. Saniger.^[viii] In that matter, the Commission charged Mr. Saniger and alleged that he made false representations to the public and investors regarding an e-commerce application’s purported advanced AI capabilities. Mr. Jeffries noted that the Commission’s work is broad in scope and not limited to these core priority areas, and that additional areas of focus include halting the abuse of trading practices and insider trading.

Nicholas Heinke, Associate Director for the Denver Regional Office, further emphasized that while the Commission continues to focus on its core priorities, it is also actively pursuing certain non-fraud cases. He stated that the Enforcement Manual emphasizes that the Commission will address “fraud or other serious misconduct,” including registrant internal policies and procedures and custody rule violations. Mr. Heinke highlighted the SEC v. Castellanos^[ix] settled action, which was brought against an individual who “played a significant role in soliciting and raising money from investors” for certain companies. Although Mr. Castellanos was not charged in connection with the underlying $196 million Ponzi scheme, he was charged with violations of applicable registration provisions.

Finally, the Cyber and Emerging Technologies Unit staff discussed its continued focus on emerging technology, cybersecurity compliance, and other cyber-related misconduct. Staff noted that the SEC will maintain its priorities in targeting violators who seek to use innovation to harm investors, particularly retail investors, and thereby diminish confidence in emerging technologies. For example, staff discussed how, on March 17, 2026, the SEC and the CFTC issued an interpretative release addressing when certain crypto assets may be characterized as a security. The release identifies categories of assets that fall outside the scope of the federal securities laws and provides guidance on when a crypto asset may no longer be part of an investment contract. In addition, staff discussed the SEC’s continued focus on fraud related to AI—in particular, bad actors using AI to commit fraud or making misrepresentations about AI usage. Staff confirmed that the SEC will also maintain an emphasis on cybersecurity compliance, including the protection of client information and appropriate data retention and disposal practices.

Division of Examination

Senior staff from the Division of Examinations provided an update on the Division of Examination’s priorities for the upcoming year, emphasizing increased cooperation internally amongst SEC offices, within the Commission more broadly, and with other regulatory agencies in its pursuit of protecting investors and ensuring fair and orderly markets. Alexis Hall, National Associate Director for the Technology Controls Program, stated that a priority for the program was to strengthen relationships with the Division of Examination’s other programs in order to build bridges between teams and increase information-sharing efforts. Michael Rufino, National Associate Director for the Broker Dealer and Exchange Examination Program, echoed this sentiment when discussing staffing and organizational changes, stating that the program was taking a more national, risk-based approach to examinations.

Vanessa Horton, National Associate Director of the Investment Adviser/Investment Company Examination Program, stated that the program’s priorities for the coming year include matters involving retail investors, particularly older investors and retirement accounts. In addition, there is an emphasis on recommendations involving alternative and complex investments, as well as products with higher costs or fees. Ms. Horton also highlighted a focus on firms that are advising mutual funds and separately managed accounts, as well as advisors that utilize third-party access platforms or models.

Mr. Rufino also noted that the Broker Dealer and Exchange Examination Program is gathering information on extended trading hours, private placements and financial responsibility rules. Ms. Hall further stated that a component of examinations will include cybersecurity through the lens of Regulation S-P, specifically focusing on compliance with written policies and procedures relating to the timely detection, response to, and notification of cybersecurity incidents. She noted that ransomware is a top threat where most attacks rely on basic, scalable tactics, and initial access often stems from weak access controls and human errors.

Ms. Horton noted that when using AI, firms should maintain appropriate human oversight, as the use of AI does not eliminate a duty of care and loyalty to clients, and ensure that there are adequate controls, personnel, and disclosures in place. The panel further emphasized that the Division of Examinations does not seek to discourage the use of emerging technologies and continues to work closely with partners across the Division of Examinations and the Commission.

Accounting Developments

Ryan Wolfe, Chief Accountant for the Division of Enforcement, was joined by Kurt Hohl, Chief Accountant for the Office of the Chief Accountant, and Heather Rosenberger, Chief Accountant for the Division of Corporation Finance, to discuss current accounting, audit, and financial disclosure issues. From an enforcement perspective, Mr. Wolfe emphasized a continued focus on coordination across SEC divisions with respect to accounting and disclosure rulemaking, as well as ongoing initiatives relating to international standard-setting reform. Mr. Hohl noted the continued importance of the Public Company Accounting Oversight Board (“PCAOB”) and the critical role it plays in the oversight of audit professionals and ensuring compliance with applicable auditing standards. The Office of the Chief Accountant continues to focus on consultations with registrants with complex accounting issues and the speakers encouraged registrants to engage with the office on such matters, suggesting that the PCAOB may also play a role in providing consultation or guidance on emerging issues.

The Division of Corporation Finance provided guidance on Regulation S-X Section 11-01(d) and the definition of “business,” stressing that the analysis is inherently fact-specific and requires the application of judgment based on the particular facts and circumstances. The panel also addressed the uncertainty surrounding tariffs and the potential need for adjustments to financial reporting in the event of refunds or if tariffs are invalidated. The panel noted that few registrants are currently recognizing potential refunds in their financial statements given this uncertainty, and that if companies have exposure or potential adjustments related to tariffs, they should disclose material information sufficient to inform investors of these known uncertainties.

The panel also discussed the increasing use of AI, noting that AI remains an area of focus for potential rulemaking and regulatory attention. The panel cautioned that auditors need to be aware of independence concerns associated with AI. In addition, the panel highlighted scrutiny around how registrants are utilizing AI in the preparation of financial disclosures and how such usage is communicated to investors, recommending that companies evaluate AI use in the context of whether it relates to material aspects of their business or disclosures. Panelists indicated that the Commission is proceeding cautiously in this area to avoid stifling innovation, while seeking input and collaboration to understand whether additional rules or guidance are warranted.

Judicial and Legislative Developments

Staff from the Office of the General Counsel provided an overview of significant pending litigation that is expected to shape the scope of the SEC’s authority, with particular focus on developments relating to disgorgement, private rights of action, and challenges to Commission rulemaking and enforcement decisions. The panel discussion included two cases currently pending before the U.S. Supreme Court that may have significant implications for the SEC’s enforcement authority.

The panel first discussed Sripetch v. Securities and Exchange Commission,^[x] in which the Supreme Court appears likely to resolve a circuit split regarding the SEC’s ability to obtain disgorgement without demonstrating that investors suffered pecuniary harm. The case arises in the wake of the Supreme Court’s prior decisions in Kokesh v. SEC and Liu v. SEC, as well as Congress’s subsequent codification of disgorgement authority through amendments enacted in the National Defense Authorization Act of 2021. The question presented is whether the SEC may seek equitable disgorgement under 15 U.S.C. § 78u(d)(5) and (d)(7) absent a showing of pecuniary harm to investors. Federal appellate courts are currently divided on this issue. For example, the Second Circuit has held that disgorgement requires proof of pecuniary harm to victims, whereas the Ninth Circuit has concluded that no such requirement exists, reasoning that the statutory provisions do not expressly impose such a limitation. The Supreme Court’s forthcoming decision—scheduled for oral argument on April 20, 2026—is expected to further define the contours of the SEC’s disgorgement authority and clarify the continued application of Liu.

The panel also discussed FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd.,^[xi] which addresses whether Section 47(b) of the Investment Company Act of 1940 (the “ICA”) creates an implied private right of action. Section 47(b) authorizes courts to rescind contracts that violate the ICA, and lower courts have interpreted this provision to permit private litigants to seek rescission even in the absence of SEC enforcement action. The petitioner argues that this interpretation is inconsistent with the Supreme Court’s modern jurisprudence, which disfavors implying private rights of action absent clear statutory language. In particular, the petitioner contends that the Investment Company Act includes express private rights of action in certain provisions, suggesting that Congress did not intend to create additional implied rights under Section 47(b). The respondents, by contrast, rely on precedents recognizing a limited implied right of action under similar statutory schemes. The Court’s decision in FS Credit Opportunities appears likely to clarify the availability of private remedies under certain federal securities laws and may further narrow the circumstances under which courts will recognize implied rights of action.

Key Takeaways and Practical Implications

Several themes emerged across the sessions summarized above. First, it appears that the Commission is continuing to emphasize what current leadership views as the SEC’s core functions—investor protection, market integrity, and capital formation—while reassessing whether existing rules, disclosures, and enforcement priorities are properly calibrated to those objectives. In that respect, the remarks from Chair Atkins and Commissioners Peirce and Uyeda suggest a shared interest in narrowing regulatory ambiguity, reducing what they view as unnecessary burdens, and favoring clearer rulemaking over more aggressive reliance on enforcement to shape policy.

Second, it seems likely that market participants will continue to see increased attention to the boundaries of the SEC’s authority. That theme surfaced repeatedly in the remarks on materiality, disclosure obligations, harmonization with the CFTC, and the pending litigation discussed by the Office of the General Counsel. Particularly in the areas of crypto assets, private market access, and implied private rights of action, the Commission appears to be operating against a backdrop of continued judicial scrutiny. As a result, it is likely that future SEC initiatives will be shaped not only by policy preferences, but also by litigation risk and the need to build more durable legal foundations for agency action.

Third, the various division sessions suggest that, although the Commission’s leadership is signaling a targeted approach, registrants should not interpret that as a retreat from active oversight. The Division of Examinations’ priorities indicate continued focus on retail investor protection, cybersecurity, complex products, and the use of emerging technologies. Likewise, the Division of Enforcement made clear that fraud, investor harm, market manipulation, accounting issues, and fiduciary breaches remain central priorities. It appears that the practical shift is less about whether the SEC will act, and more about how it will allocate resources and distinguish between serious misconduct, technical violations, and matters that may be resolved through remediation or other supervisory means.

Fourth, it appears that process and transparency are becoming more prominent themes in the Division of Enforcement. The discussion of the Wells process, cooperation credit, remediation, and the Enforcement Manual suggests that the Commission is attempting to provide greater predictability around investigative procedures and charging decisions. For companies and individuals facing SEC scrutiny, this likely means that early engagement, credible remediation, and well-supported advocacy may carry increased strategic importance, particularly where the matter does not involve intentional fraud or significant investor harm.

Fifth, developments in accounting, examinations, trading, and markets suggest that the Commission remains attentive to innovation, but cautious about how innovation is integrated into existing regulatory frameworks. The discussions regarding AI, tokenization, cybersecurity, and evolving market structures indicate that the SEC is not ignoring technological developments; rather, it appears to be trying to avoid rules that could prematurely constrain innovation while still preserving investor protection and disclosure integrity. For registrants, this likely means that experimentation with new technologies will continue to draw regulatory attention, especially where those technologies affect disclosures, internal controls, customer information, or market infrastructure.

Finally, cases pending before the Supreme Court and other federal courts of appeals suggest that judicial developments may continue to play a meaningful role in defining the Commission’s enforcement tools and the private litigation landscape. It is likely that forthcoming decisions on disgorgement, implied private rights of action, and other challenges to Commission approvals or settlement practices will affect not only how the SEC litigates cases, but also how market participants assess litigation risk, settlement strategy, and compliance obligations going forward.

If you have any questions about this article, please contact Junaid A. Zubairi at jzubairi@vedder.com, Brooke E. Conner at bconner@vedder.com, Rachel T. Copenhaver at rcopenhaver@vedder.com, Paris G. Mayfield at pmayfield@vedder.com, Sergio E. Molina at smolina@vedder.com, Rachel M. Trouba at rtrouba@vedder.com, and Francisca T. Wolfenson at fwolfenson@vedder.com, or any Vedder attorney with whom you have worked.

i. See Paul S. Atkins, Prepared Remarks Before SEC Speaks, U.S. S.E.C., Mar. 19, 2026, http://www.sec.gov/newsroom/speeches-statements/atkins-remarks-sec-speaks-031926-prepared-remarks-sec-speaks.

ii. SEC and CFTC Announce Historic Memorandum of Understand Between Agencies, U.S. SEC, Mar. 11, 2026, http://www.sec.gov/newsroom/press-releases/2026-26-sec-cftc-announce-historic-memorandum-understanding-between-agencies.

iii. See Hester M. Peirce, The Art and Science of Materiality, U.S. SEC, Mar. 19, 2026, https://www.sec.gov/newsroom/speeches-statements/peirce-remarks-sec-speaks-031926.

iv. See Mark T. Uyeda, Capital, Choice, and the Pursuit of Happiness: Remarks at The SEC Speaks in 2026, U.S. SEC, Mar. 19, 2026, https://www.sec.gov/newsroom/speeches-statements/uyeda-remarks-sec-speaks-031926.

v. See SEC’s Division of Enforcement Announces Updates to Enforcement Manual, U.S. SEC, Feb. 24, 2026, http://www.sec.gov/newsroom/press-releases/2026-20-secs-division-enforcement-announces-updates-enforcement-manual.

vi. See e.g., SEC v. Govil, Case No. 22-1658 (2d Cir. 2023); SEC v. Edwin Brant Frost IV and First Liberty Building & Loan, LLC, Case No. 1:25-cv-03826-MLB (N.D. Ga.); SEC v. Steven M. Gallagher, a/k/a “Alexander Delarge 655321,” Case No. 1:21-civ-08739 (S.D.N.Y.); SEC v. Robert Brian Watson and WDC Holdings LLC d/b/a Northstar Commercial Partners, Case No. 1:22-cv-02147 (D. Col.); SEC v. Matthew J. Werthe d/b/a HSR Wealth Management, Casa No. 3:23-cv-815-L-DDL (S.D. Cal.). See also Matthew J. Werthe, dba HSR Wealth Management, U.S. SEC, Mar. 6, 2026, http://www.sec.gov/enforcement-litigation/litigation-releases/lr-26497; Margaret Ryan, Statement on Jury’s Verdict in Trial of Steven M. Gallagher, U.S. SEC, Sept. 19, 2025, http://www.sec.gov/newsroom/speeches-statements/statement-jurys-verdict-trial-steven-m-gallagher; Robert Brian Watson and WDC Holdings LLC d/b/a Northstar Commercial Partners: SEC Charges Denver Real Estate Developer with Securities Fraud, U.S. SEC, Aug. 23, 2022, http://www.sec.gov/enforcement-litigation/litigation-releases/lr-25480; SEC Charges Georgia-based First Liberty Building & Loan and its Owner for Operating a $140 Million Ponzi Scheme, U.S. SEC, July 11, 2025, http://www.sec.gov/newsroom/press-releases/2025-98-sec-charges-georgia-based-first-liberty-building-loan-its-owner-operating-140-million-ponzi-scheme.

vii. Statement of the Securities and Exchange Commission Concerning Financial Penalties, U.S. SEC, Jan. 4, 2006, https://www.sec.gov/news/press/2006-4.htm.

viii. Case No. 1:25-cv-02937 (S.D.N.Y.).

ix. Case No. 0:26-cv-60495-AHS (S.D. Fla.).

x. Case No. 25-466 (U.S.).

xi. Case No. 24-345 (U.S.).