SEC Roundup 97: Why Everyone is Suing the SEC

For the first time in four decades, the SEC is rewriting the rules for transfer agents, the firms that keep the official record of who owns a company’s shares. The biggest change is that this record could live on a blockchain, as long as the agent keeps “exclusive control.” The proposal never defines that term. In Episode 106 of SEC Roundup, Nick Morgan talks with Rodrigo Seira of Cooley and Scott Walker, chief compliance officer at a16z, about what this means for advisors, broker-dealers and their clients. They cover whether onchain records could give investors back a direct line to issuers or just add a layer on top of street name. They also discuss what a first-ever compliance program mandate (Rule 17Ad-30) will cost small agents, and whether the new restrictive-legend rules (17Ad-31) help or hurt holders of restricted stock. Comments are due November 3.Investor Choice Advocates Network (ICAN Law) is the only nonprofit public-interest litigation firm focused exclusively on SEC overreach and fair access to capital markets. The SEC's three mandates are to protect investors, keep markets fair and facilitate capital formation, and they work together. Real protection means going after fraud, not locking people out. Choice is the protection. Join our email list: https://www.icanlaw.org/newsletter-signup

The SEC has proposed scrapping Rule 206(4)-5, the pay-to-play rule that cuts off government-client fees for two years after a political contribution. Advisers shouldn't delete their policies. Sidley's Hardy Callcott — former SEC assistant general counsel for Market Regulation and former Schwab general counsel — tells Nick Morgan and Mark Hiraide why most RIAs will keep their political giving bans regardless: MSRB Rule G-37, FINRA Rule 2030 and a thicket of state and local rules survive repeal untouched. Also covered: why the SEC prosecuted the New York pension scandal years before the rule existed, and why 206(4)-5 still binds through the November midterms. Comments close November 9.Investor Choice Advocates Network (ICAN Law) is the only nonprofit public-interest litigation firm focused exclusively on SEC overreach and fair access to capital markets. The SEC's three mandates are to protect investors, keep markets fair and facilitate capital formation, and they work together. Real protection means going after fraud, not locking people out. Choice is the protection. Join our email list: https://www.icanlaw.org/newsletter-signup

What happens when standard legal due diligence is treated as a securities violation? Today we sat down with New York immigration attorney and ICAN client Mona Shah. Mona recounts her three-year legal battle against the SEC, which charged her firm under Section 5 despite alleging zero fraud or investor harm. The panel explores how the Commission overlooked extensive EB-5 investor documentation, the devastating human toll on immigrant families, and the chilling message sent to boutique law firms facilitating private capital formation.Investor Choice Advocates Network (ICAN Law) is the only nonprofit public-interest litigation firm in the country focused exclusively on reining in SEC overreach and expanding fair access to capital markets. Be part of a movement to protect innovation and opportunity in American markets while preserving essential investor protections—join our email list today: https://www.icanlaw.org/newsletter-signup

With the SEC's approval of Nasdaq's new $5 million listing rule now frozen, the fight over small-company delisting is wide open. In Episode 103 of SEC Roundup, we welcome Small Public Company Coalition president Marc Indeglia and former SEC Chief Economist Professor Craig Lewis to explain the "delisting cliff." Nasdaq's rule would suspend any company that spends 30 days below $5 million in market value — with no period to cure the problem and no pause on trading while it appeals. Professor Lewis reviewed 20 years of data: of the companies the rule would have cut, 78% later recovered. The Coalition has petitioned the SEC to set it aside.Investor Choice Advocates Network (ICAN Law) is the only nonprofit public-interest litigation firm in the country focused exclusively on reining in SEC overreach and expanding fair access to capital markets. Be part of a movement to protect innovation and opportunity in American markets while preserving essential investor protections—join our email list today: https://www.icanlaw.org/newsletter-signup

With the SEC currently soliciting public feedback on its Draft Strategic Plan (FY 2026–2030), the window to reform regulatory overreach is wide open. In Episode 102 of SEC Roundup, we welcome securities attorney Kimble Charles Cannon to expose a critical flaw in SEC enforcement: "Regulation by Delay". They examine how unelected regional staff use post-Wells notice stalls, endless subpoenas, and tolling agreements to hold businesses in perpetual limbo—killing capital formation, M&A deals, and executive hiring even when no investor losses exist. The team breaks down recent updates to the Enforcement Manual, why staff routinely bypass Dodd-Frank Section 929U’s 180-day mandate, and how the public can submit formal comments to demand true enforcement reform.Investor Choice Advocates Network (ICAN Law) is the only nonprofit public-interest litigation firm in the country focused exclusively on reining in SEC overreach and expanding fair access to capital markets. Be part of a movement to protect innovation and opportunity in American markets while preserving essential investor protections—join our email list today: https://www.icanlaw.org/newsletter-signup

The Supreme Court just handed the SEC a unanimous victory in a high-stakes disgorgement case—but is it actually an empty win? Co-hosts Nick Morgan and Tom Zaccaro sit down with former SEC economic assistant director Erin Smith, Executive Vice President at Compass Lexecon, to expose the massive legal loopholes left entirely unanswered by in SEC v. Sripetch. From a staggering $5.2 billion in penalties sitting in the U.S. Treasury to the breakdown of tracking "insider trading victims," find out why disgorgement is heading straight back into a legal firestorm.Investor Choice Advocates Network (ICAN Law) is the only nonprofit public-interest litigation firm in the country focused exclusively on reining in SEC overreach and expanding fair access to capital markets. Be part of a movement to protect innovation and opportunity in American markets while preserving essential investor protections—join our email list today: https://www.icanlaw.org/newsletter-signup

For the 100th episode of SEC Roundup, we count down the top 5 most critical legal battles in the history of the show. From submitting landmark amicus briefs alongside Mark Cuban at the Supreme Court to defending clients when the SEC literally tried to sue a piece of computer code, this episode is a masterclass in holding regulators accountable.Investor Choice Advocates Network (ICAN Law) is the only nonprofit public-interest litigation firm in the country focused exclusively on reining in SEC overreach and expanding fair access to capital markets. Be part of a movement to protect innovation and opportunity in American markets while preserving essential investor protections—join our email list today: https://www.icanlaw.org/newsletter-signup

Who actually holds the power when the SEC writes the rules of Wall Street? Co-hosts Nick Morgan and Tom Zaccaro sit down with Dartmouth and University of Florida professors Gabriel Voelcker and Gabriel Pündrich. Using AI to analyze 30 years and over 65,000 public comment letters, their groundbreaking data reveals whether corporate lobbyists or retail investors have the upper hand—and exposes surprising truths about how the agency functions across political administrations.

What happens when the system designed to police Wall Street breaks down entirely? Co-hosts Nick Morgan and Tom Zaccaro welcome veteran trial counsel Bob Knuts to expose a stunning breakdown in administrative justice. They dissect the case of Lek Securities Corporation, which was left trapped in regulatory limbo for a staggering ten years waiting for an SEC appeal decision. Discover the massive constitutional stakes, the denial of expert witnesses, and why private self-regulatory organizations are facing an unprecedented reckoning in federal court.

Why is the SEC suddenly facing a historic wave of lawsuits? Professor Amanda Rose joins us to discuss the "rational actor" shift in securities defense. From Supreme Court wins to the rise of pro-bono advocacy, discover why market participants are finally fighting back against the agency’s long-standing regulatory levers.