Ropes & Gray In Conversation

SEC Staff Greenlights Directed Voting Programs for Funds

Ropes & Gray LLP — Wed, 30 Sep 2026 10:51:32 -0400

This episode covers the SEC’s September 2026 no-action letter to the Mutual Fund Directors Forum, explaining the approval of a “Directed Voting Program” for mutual funds, how it incorporates retail voting frameworks and governance safeguards under the 1940 Act, and what it means for fund shareholders amid rising proxy campaign costs.

To read the alert that this AI-generated podcast is based on, please visit: https://www.ropesgray.com/en/insights/alerts/2026/09/sec-staff-greenlights-directed-voting-programs-for-funds

Ninth Circuit Rules Generative AI Outputs Are Not "Stripped Copies" Under the DMCA

Ropes & Gray LLP — Wed, 23 Sep 2026 12:00:00 -0400

This episode breaks down the Ninth Circuit’s September 2026 decision in Dovi v. GitHub, Inc., exploring how the DMCA applies to generative AI coding tools and what the ruling means for developers, enterprises, and investors.

To read the alert that this AI-generated podcast is based on, please visit: https://www.ropesgray.com/en/insights/alerts/2026/09/ninth-circuit-rules-generative-ai-outputs-are-not-stripped-copies-under-the-dmca

DOJ's New National Fraud Enforcement Division Signals Where It Will Focus in Inaugural Memorandum

Ropes & Gray LLP — Mon, 17 Aug 2026 11:00:00 -0400

This episode explores the Department of Justice's new National Fraud Enforcement Division, highlighting its data-driven approach to targeting fraud against taxpayer dollars and advising companies in high-risk industries to proactively strengthen compliance and data analytics.

To read the alert that this AI-generated podcast is based on, please visit: https://www.ropesgray.com/en/insights/alerts/2026/08/dojs-new-national-fraud-enforcement-division-signals-where-it-will-focus-in-inaugural-memorandum

Delaware and New York State Courts Reject Unusual Theory Under the Securities Act

Ropes & Gray LLP — Fri, 14 Aug 2026 12:57:00 -0400

This episode examines recent Delaware and New York court decisions dismissing Securities Act claims against mutual funds, clarifying that industry-standard, GAAP-compliant accounting practices do not constitute material misstatements or omissions under federal securities law.

To read the alert that this AI-generated podcast is based on, please visit: https://www.ropesgray.com/en/insights/alerts/2026/08/delaware-and-new-york-state-courts-reject-unusual-theory-under-the-securities-act

Tool or Intruder? What Amazon v. Perplexity Means for Agentic AI and the CFAA

Ropes & Gray LLP — Mon, 10 Aug 2026 20:35:34 -0400

This episode explores the Ninth Circuit’s recent decision in Amazon.com Services LLC v. Perplexity AI, where the court clarified that using an AI assistant to navigate a website does not constitute unauthorized access under the CFAA, and discusses the implications for businesses, AI developers, and the future of legal and technical protections for online data.

To read the alert that this AI-generated podcast is based on, please visit: https://www.ropesgray.com/en/insights/alerts/2026/08/tool-or-intruder-what-amazon-v-perplexity-means-for-agentic-ai-and-the-cfaa

SEC Clarifies ETF Treatment of Creation Baskets During Passive Concentration Exceedances

Ropes & Gray LLP — Wed, 29 Jul 2026 12:00:00 -0400

This episode outlines the SEC’s July 27, 2026 no-action letter granting regulatory relief to ETFs for passive exceedances of industry concentration limits, outlining the specific scenarios covered and the operational steps advisors must take to ensure compliance.

SEC Proposes Rule Changes to Make E-Delivery the Default Option

Ropes & Gray LLP — Fri, 24 Jul 2026 16:58:20 -0400

This episode examines the SEC’s proposed Regulation E-Delivery framework, which would allow registered investment companies and business development companies to deliver required information electronically by default, subject to specific conditions and exclusions.

Federal District Court Allows DOJ Bulk Data Rule-Based Class Claim to Proceed: A Bellwether for Private Litigation Risk and Corporate Compliance

Ropes & Gray LLP — Tue, 14 Jul 2026 10:00:00 -0400

This episode explores the first federal court decision allowing a claim based on the DOJ's Bulk Data Rule to survive a motion to dismiss, highlighting new class action risks for cross-border data transactions involving countries of concern. The discussion covers the legal implications of Baker v. Index Exchange and the intersection of international trade, data privacy, and ECPA litigation.

In New Exemptive Order, SEC Expands Availability of Five Business Day Tender and Exchange Offers for Non-Convertible Debt Securities

Ropes & Gray LLP — Wed, 01 Jul 2026 14:00:00 -0400

This episode provides a concise overview of the SEC’s new Exemptive Order, which shortens the minimum open period for tender or exchange offers for non-convertible debt securities from 20 to five business days. Key legal and procedural updates—including expanded participant eligibility, relaxed consideration standards, and streamlined mechanics—are discussed to help market participants understand the impact of these changes.

Supreme Court Slims Down the Induced Infringement Cause of Action for Skinny Labels: Implications of Hikma Pharmaceuticals on Life Sciences Innovators

Ropes & Gray LLP — Wed, 24 Jun 2026 08:59:00 -0400

This episode breaks down the Supreme Court’s unanimous decision in Hikma Pharmaceuticals USA v. Ameren Pharma Inc., exploring its impact on skinny labels, induced patent infringement, and the regulatory landscape for generic drug manufacturers.

Twelfth Draft Amendment to the German Merger Control Thresholds

Ropes & Gray LLP — Mon, 22 Jun 2026 14:23:14 -0400

This episode delivers a concise overview of the draft 12th amendment to the German Act Against Restrictions of Competition, published by the German Coalition Government on June 4. The discussion covers key changes, including higher turnover thresholds for routine acquisitions, expanded applicability of the Transaction Value Threshold (TVT), and the introduction of a new preliminary review phase. Learn how these updates could impact merger notifications, transaction reviews, and referrals to the European Commission.

Supreme Court Holds No Implied Private Right of Action Under Section 47(b) of the Investment Company Act

Ropes & Gray LLP — Fri, 12 Jun 2026 16:51:33 -0400

Explore the latest Supreme Court decision in F.S. Credit Opportunities Corp. v. Sabec Capital Master Fund, LTD., as we break down the 6-3 ruling’s impact on the Investment Company Act of 1940. This episode explains why the Court found Section 47B does not grant private parties the right to sue for contract rescission, how activist investors had used this provision, and what the decision means for investment management companies and business development companies. Gain insights into strengthened anti-takeover defenses, reduced litigation risk, and the reaffirmed role of the SEC as primary enforcer.

Department of Defense Releases Updated 1260H List That Includes WuXi AppTec – Implications under the BIOSECURE Act

Ropes & Gray LLP — Wed, 10 Jun 2026 09:33:00 -0400

Explore the latest updates to the U.S. Department of Defense 1260H list and their implications under the Biosecure Act on this episode. The hosts break down which Chinese companies were newly added, clarify distinctions between entities like Wuxi App Tech and Wuxi Biologics, and explain what these changes mean for federal contractors, grant recipients, and institutions. Learn about compliance timelines, upcoming prohibitions, key exemptions, and what steps organizations should take now to prepare.

IRS Announces Intent to Issue Regulations on Expanded Executive Compensation Excise Tax for Tax-Exempt Organizations

Ropes & Gray LLP — Mon, 08 Jun 2026 12:59:44 -0400

This episode breaks down how the One Big Beautiful Bill Act (OBBA) expands the Section 4960 excise tax on executive compensation, shifting the definition of "covered employee" from the top five earners to any employee earning over $1 million. The discussion covers key changes, including preserved and eliminated exceptions for related organization employees, and clarifies the retroactive reach of the new rules.

New York's Expanded Health Care Transaction Oversight Bill Fails for the Second Consecutive Year

Ropes & Gray LLP — Tue, 02 Jun 2026 10:31:00 -0400

This episode provides a concise update on New York’s health care transaction oversight following the 2026–2027 state budget. Hosts discuss the exclusion of proposed amendments, how New York’s requirements compare to other states, and what health care entities and investors should watch for next.

SEC Proposes Expanded Offering Reforms for Closed-End Funds and BDCs

Ropes & Gray LLP — Thu, 28 May 2026 09:00:00 -0400

In this episode, we deliver a concise analysis of the SEC’s May 19, 2026 release proposing major amendments to the registered offering framework for business development companies (BDCs) and registered closed-end funds (CEFs). The discussion centers on the SEC’s push for parity between these funds and operating companies, including the elimination of public float thresholds, the introduction of new eligibility categories based on exchange listing and reporting compliance, and expanded access to short-form registration and shelf offerings. We also break down the implications for unlisted and non-traded funds, including federal preemption of state registration for certain BDCs and changes to Rule 473.

SEC Proposes Major Overhaul of Public Company Reporting Framework: Two-Tier Filer Status System, Expanded Disclosure Accommodations, and New Relief for the Smallest Filers

Ropes & Gray LLP — Tue, 19 May 2026 13:00:00 -0400

In this episode, we break down the SEC’s May 19, 2026 proposed amendments to the public company reporting framework. The discussion covers the most sweeping simplification of filer status in over twenty years, including the elimination of intermediate filer categories and a sharp increase in the large accelerated filer (LAF) threshold from $700 million to $2 billion. We explain how these changes will shift nearly 80% of public companies to non-accelerated filer (NAF) status, resulting in significant compliance cost reductions and streamlined reporting requirements.

China’s NMPA Issues Final Measures on Regulatory Data Protection

Ropes & Gray LLP — Tue, 19 May 2026 12:00:00 -0400

This episode offers a concise breakdown of China’s National Medical Products Administration (NMPA) and its newly issued implementation measures for drug trial data protection, effective May 15, 2026. The hosts explain which types of data are eligible for protection, detail the NMPA’s tiered system—ranging from six years for innovative drugs to zero for follow-on generics—and clarify the procedural requirements for securing these rights. They also discuss the critical operational impacts for life sciences companies, including the need for early strategic planning and the implications of strict filing windows.

Colorado Scales Back AI Law, with Targeted Implications for Health Care

Ropes & Gray LLP — Tue, 19 May 2026 12:00:00 -0400

In this episode, we provide a concise overview of Colorado’s newly enacted AI Act, SB 26189, which was signed into law on May 14, 2026, and replaces the previous 2024 legislation. The discussion covers the law’s delayed effective date of January 1, 2027, and highlights key changes, including the removal of the duty of care to avoid algorithmic discrimination and mandatory impact assessments. We break down the new documentation and record retention requirements for AI developers and deployers, consumer rights such as the ability to request correction instructions and human review, and the exclusive enforcement authority of the Colorado Attorney General.

U.S. House Select Committee Releases Report on NASA’s Research Security and Enforcement of the Wolf Amendment

Ropes & Gray LLP — Mon, 18 May 2026 12:00:00 -0400

In this episode, we break down the May 14, 2026 U.S. House Select Committee report on NASA’s enforcement of the Wolf Amendment, which prohibits NASA-funded collaborations with Chinese entities. We discuss how the committee’s broad interpretation of “collaboration”—including simple co-authorship with PRC-affiliated researchers—led to flagged compliance issues, and highlight significant analytical gaps in the report’s methodology.

CMS Announces Nationwide Moratoria on Hospice and Home Health Agency Medicare Enrollments – Key FAQs for Hospice Providers and Home Health Agencies

Ropes & Gray LLP — Fri, 15 May 2026 12:31:00 -0400

In this episode, we break down the May 13, 2026 announcement from the Centers for Medicare & Medicaid Services (CMS) imposing a nationwide six-month moratorium on new Medicare enrollments for hospices and home health agencies. Our hosts discuss the reasons behind this sweeping action—including concerns over rapid enrollment growth, improper ownership transfers, and rising fraud—and its significant impact on healthcare investors and transactions. We cover which deals are halted, the critical role of the 36-month rule, what exemptions exist, and how state Medicaid programs may follow suit.

CMS and FDA Propose Major Changes for Breakthrough Devices with Proposed Repeal of NTAP “Alternative Pathway” and New “RAPID” Coverage Pathway

Ropes & Gray LLP — Wed, 13 May 2026 12:25:00 -0400

Explore the latest proposals from CMS and the FDA that could reshape Medicare coverage and payment for breakthrough medical devices. This episode breaks down the April 2026 CMS proposal to repeal the alternative pathway for new technology add-on payments (NTAP), examining how stricter evidentiary standards may impact device adoption and the economic value of breakthrough designations. The discussion also covers the new Rapid Coverage Pathway, which aims to accelerate national coverage for certain devices, and reviews the pending Ensuring Patient Access to Critical Breakthrough Products Act of 2025.

SEC Proposes Optional Semiannual Reporting for Public Companies: A Potential Sea Change in Periodic Disclosure

Ropes & Gray LLP — Tue, 05 May 2026 09:23:00 -0400

The SEC just proposed letting public companies file semiannually instead of quarterly—but will anyone actually make the switch? Discover how the new Form 10-S could reshape compliance costs, long-term business strategy, and the path to going public. Learn why insider trading policies, market pressure, and potential legal liability under Section 18 may keep most companies filing every quarter despite the option to stop.

Supreme Court Reinforces Donor Privacy Protections, Permitting Immediate Federal Court Challenge to State Subpoenas

Ropes & Gray LLP — Tue, 05 May 2026 09:22:00 -0400

In this episode, we break down the Supreme Court’s unanimous decision in First Choice Women’s Resource Centers, Inc. v. Davenport—a landmark ruling reinforcing donor privacy protections under the First Amendment. Learn how the Court held that a government subpoena creates an immediate constitutional injury, giving nonprofits, universities, and advocacy organizations the right to challenge disclosure demands in federal court without waiting for enforcement. Discover key takeaways for safeguarding sensitive member data.

The European Data Protection Board Releases New Guidelines on the Processing of Personal Data for Scientific Research

Ropes & Gray LLP — Fri, 24 Apr 2026 09:23:00 -0400

The European Data Protection Board’s new guidelines, adopted April 15, 2026, aim to replace Europe’s fragmented patchwork of national data-handling rules with a unified compliance framework for scientific research. In this episode, discover how the strict six-factor test defines legitimate research, why commercial motivation doesn’t disqualify you, how broad consent and data-erasure exceptions work in practice, and what the UK’s sharp regulatory divergence means for multinational clinical trials.

New Nasdaq Rule Appears Intended to Bring SPACs Back to the Nasdaq Capital Market

Ropes & Gray LLP — Fri, 24 Apr 2026 09:22:00 -0400

In this episode, we unpack the SEC’s April 2026 approval of sweeping Nasdaq rule amendments that reshape how SPACs list on U.S. exchanges. Discover why an accounting shift on warrants forced SPACs off the capital market, how new $100 million and $75 million thresholds raise the bar for listing, and what stricter shareholder requirements mean for the future of smaller SPACs. Essential listening for anyone structuring or investing in SPACs today.

Bridging Chemistry and Biology: EU Court Clarifies Generic Pathways for Synthetic Peptides Referencing Originator Biological Medicines?

Ropes & Gray LLP — Thu, 23 Apr 2026 09:22:00 -0400

In this episode, we unpack a landmark 2026 EU Court of Justice ruling on whether chemically synthesized peptides can be approved as generics of biological medicines. Discover how the court balanced manufacturing differences against bioequivalence standards, clarified national courts’ power to review drug approvals, and explored the safety safeguards protecting patients—all while rapid advances in peptide synthesis continue to blur the line between chemistry and biology.

Inadvertent Fiduciaries? DOL Guidance Creates New ERISA Risks for Proxy Advisory Arrangements

Ropes & Gray LLP — Wed, 22 Apr 2026 09:22:00 -0400

The Department of Labor’s Technical Release 2026-01 is reshaping ERISA compliance — and proxy advisory firms may not even realize they’re in the crosshairs. In this episode, discover how the government is redefining fiduciary status, why contractual disclaimers no longer shield asset managers, and what the new strict pecuniary-only standard means for ESG-related voting decisions. Learn about heightened co-fiduciary liability risks and the critical compliance steps every plan fiduciary should take now.

Are You Ready for the Entry into Force of the UK’s New Clinical Trials Regime?

Ropes & Gray LLP — Tue, 21 Apr 2026 09:23:00 -0400

The UK’s clinical trials regime is getting its biggest overhaul in over two decades. In this episode, discover how the Medicines for Human Use Clinical Trials Amendment Regulations 2025 streamline trial approvals with a single combined application, introduce a 30-day decision mandate, and create a fast-track “silent green light” for low-risk trials. Learn about new transparency requirements, safety reporting changes, and what sponsors must do now to prepare for the April 2026 entry into force.

Navigating the Section 101 Landscape: REGENXBIO v. Sarepta and Its Implications for Patent Eligibility

Ropes & Gray LLP — Mon, 20 Apr 2026 09:22:00 -0400

Dive into the February 2026 Federal Circuit decision in REGENXBIO v. Sarepta and what it means for patent eligibility in the life sciences. This episode unpacks the Alice/Mayo framework, explores how the court distinguished genetically engineered cells from natural phenomena, and examines the ongoing debate—including the proposed Patent Eligibility Restoration Act (PERA)—over whether innovation will be shaped by legislation or unpredictable case-by-case adjudication.

SEC Cuts Minimum Tender Offer Period in Half for Equity Securities

Ropes & Gray LLP — Fri, 17 Apr 2026 09:22:00 -0400

The SEC just cut the minimum tender offer period for equity securities from 20 business days to 10. In this episode, discover what drove this landmark April 2026 exemptive order, how it applies differently to reporting and non-reporting companies, and the strict cash-only, fixed-price conditions and communication deadlines you need to know. Learn how competing offers can reset the clock—and why compliance remains non-negotiable.