On July 31, 2026, the Delaware Court of Chancery issued a post-trial opinion in In re SwervePay Acquisition, LLC¹ awarding SPOSC Investment Holdings, formerly known as SwervePay, approximately $120 million in damages on fraudulent inducement claims arising from its 2020 acquisition by New Mountain Capital and investor Robert Wechsler. Chancellor McCormick found that the buyers fraudulently induced SwervePay to sell itself by knowingly misrepresenting the volume of payments flowing through their existing platform when negotiating the deal’s earnout structure.

The Delaware Court of Chancery has delivered a landmark ruling in In re Saama Technologies Litigation¹ , denying a founder’s $67.5 million earnout claim and, in an unprecedented move, awarding the buyer $7.3 million in damages for the founder’s bad-faith conduct during the earnout period. This decision, reportedly the first of its kind in the Court of Chancery, sends a clear message: fiduciary duties persist post-closing, and aggressive earnout strategies pursued at a company’s expense will face serious consequences.

Welcome news for small cap issuers came recently when, on September 11, 2026, the SEC formally granted the petitions that had been filed by the Small Public Company Coalition and Cemtrex, Inc. for review of Nasdaq’s proposed $5 million Market Value of Listed Securities (“MVLS”) continued listing requirement, which would have provided Nasdaq with the ability to impose immediate suspension and delisting after 30 consecutive business days on issuers whose MVLS fell below $5 million, with no cure period.

On August 13, 2026, the Delaware Court of Chancery issued a landmark ruling in In re The Boeing Co. Derivative Litigation, dismissing Caremark oversight claims against Boeing’s current and former directors and officers with prejudice. The decision, authored by Justice Morgan T. Zurn (recently appointed to the Delaware Supreme Court and sitting by designation in the Court of Chancery), reinforces the exacting bad-faith standard plaintiffs must satisfy to establish oversight liability under Delaware law and provides important reassurance to directors who maintain functioning oversight systems. This 2026 ruling represents the second major Caremark decision arising from Boeing’s 737 MAX program in the Court of Chancery. It follows a 2021 decision and, with the inverse result, reflects how Boeing’s subsequent governance reforms positioned the company to defeat the later claims.

The SEC’s proposed Regulation Crypto Assets would create new pathways for crypto fundraising, including exemptions for offerings of up to $5 million and $75 million, and establish a potential safe harbor for investment contracts involving certain crypto assets.

The rulings reinforce that a transaction may be authorized by a company’s governing documents while still exposing directors and sponsors to fiduciary duty claims based on an unfair process. The decisions also underscore how Delaware’s amended Section 144 can provide greater protection when boards use disinterested decision makers, informed deliberation and a genuinely non-coercive process.

The SEC’s stay temporarily halts Nasdaq’s new $5 million MVLS requirement, giving small-cap issuers a window to assess their options.

Nasdaq has spent the better part of the last five years narrowing the path for small, thinly traded companies to remain on its markets, and on July 22, 2026, that campaign reached its sharpest point yet. The Securities and Exchange Commission (the “Commission”) approved a proposed rule change filed by The Nasdaq Stock Market LLC (“Nasdaq”), adopting a new continued listing requirement.

The SEC has formalized the five-business-day minimum offering period for qualifying non-convertible debt tender and exchange offers. The new exemptive order replaces decades of guidance provided through no-action letters.

The SEC has proposed sweeping reforms to expand access to public capital markets and significantly reduce reporting and compliance burdens for public companies.

The SEC has approved new Nasdaq rules imposing more stringent listing thresholds and eligibility requirements for companies with substantial ties to China. The changes are expected to materially impact IPOs, uplistings, and direct listing strategies going forward.

The SEC proposed rule and form amendments that would give public companies the option to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations under the federal securities laws.

The Delaware Court of Chancery in In re Tesla, Inc. Derivative Litig. enforced a later-adopted Texas exclusive forum bylaw, dismissing actions filed in Delaware prior to redomestication. The Court ruled that filing in Delaware does not fix venue permanently, holding instead that subsequent stockholder-approved bylaw changes control. This reinforces that redomestication-related governance can shift litigation strategy, even for pre-existing claims.

Nasdaq has raised initial listing requirements for SPACs, increasing thresholds for market value, public float, shareholders, and market makers. Effective April 2026, the changes push SPACs to be larger, more liquid, and more broadly held at the time of listing.

The meteoric rise of generative artificial intelligence (Gen AI) has exposed a systemic vulnerability in the corporate legal shield. As a "question of first impression," the decision in United States v. Heppner (2026) is the first to explicitly deny privilege to AI-generated documents. Its significance lies in the clear signal that the mere involvement of a client and a legal topic does not invoke the protections of the law.

As discussed in our January 2026 memo, beginning in March 2026, directors and officers of “Foreign Private Issuers” (FPIs) will be required to make public EDGAR filings pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) of Forms 3, 4 and 5.  These forms cover beneficial ownership of, and transactions in, SEC-registered equity securities.

Beginning in March 2026, directors and officers of “Foreign Private Issuers” (FPIs) will be required to make public EDGAR filings pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) of Forms 3, 4 and 5.  These forms cover beneficial ownership of, and transactions in, SEC-registered equity securities.