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Advisory

SEC Grants Exemption from Section 16(a) Reporting Requirements for Certain Foreign Private Issuers' Directors and Officers

As previously reported in our advisory, the "Holding Foreign Insiders Accountable Act" (the HFIAA) caused directors and officers of foreign private issuers (FPIs) with equity securities registered under the US Securities Exchange Act of 1934 (the Exchange Act) to be subject to the beneficial ownership requirements under Section 16(a) of the Exchange Act (Section 16(a)) beginning on March 18, 2026. On February 27, 2026, the US Securities and Exchange Commission (the SEC) adopted final rules and amendments to implement the HFIAA. On March 5, 2026, the SEC exercised its discretionary authority under the HFIAA and issued an order granting an exemption from the beneficial ownership reporting requirements of Section 16(a) for officers and directors of certain FPIs. 

Advisory

Top Three Legal Considerations for Family Business Owners Preparing for a Sale

As the "Great Wealth Transfer" unfolds, family business owners face critical legal decisions in connection with a sale transaction that can determine whether a deal closes smoothly or is derailed as a result of preventable issues. This piece outlines three critical legal considerations for family business owners preparing for a sale, from understanding purchase price mechanics and the closing process to navigating due diligence. Grasping these concepts, processes and risks will streamline a transaction, maximize the enterprise value of the business and minimize closing risk.

Advisory

Tax Planning Opportunities for Data Center Land Assembly — Net Investment Income Tax Exemption for Active Participants in Land Assemblage Activities

The explosive growth of artificial intelligence (AI), cloud computing and digital infrastructure has created unprecedented demand for data center development. Developers and investors are increasingly focused on assembling land parcels in strategic locations to accommodate large-scale data center projects.

Quick Reads

Federal Reserve Researchers Find Prediction Markets Deliver Forecasting Value Comparable to Professional Surveys and Futures

A new working paper from the Board of Governors of the Federal Reserve’s (Federal Reserve) Finance and Economics Discussion Series (FEDS) provides the most rigorous empirical validation to date of prediction markets as a tool for measuring macroeconomic expectations. The February 12 paper systematically compares prediction market-implied forecasts against established benchmarks, including the Bloomberg consensus estimates and data, the Federal Reserve Bank of New York’s Survey of Market Expectations, and federal funds futures. The central finding: prediction markets perform as well as, and in some cases better than, the traditional forecasting instruments that central banks and market participants have relied on for decades.

Quick Reads

Half-Truths: Fraud By Omission Under The Federal Securities Laws

About two years ago, the Supreme Court held that Section 10(b) and Rule 10b-5(b) did not prohibit "pure omissions." Rather, it prohibits making an "untrue statement of material fact  or [] omit[ting] to state a material fact necessary in order to make statements made . . . not misleading."  Macquarie Infrastructure Corp. v. Moab Partners, L.P, 144 S. Ct. 885, 888 (2024) (quoting Rule 10b-5(b) (emphasis added)). The Supreme Court accurately described the second portion of Rule 10b-5(b)—the portion italicized—as prohibiting "half-truths."  Id. at 890.  The Court described half-truths as
"representations that state the truth only so far as it goes, while omitting critical qualifying information."  Id. at 891.