Securities Regulation Daily Wrap Up, STRATEGIC PERSPECTIVES—Securities Regulation Daily’s top 10 developments for November 2025, (Dec 4, 2025)

By WK Editorial Staff

In case you missed the in-depth coverage in the November issues of Securities Regulation Daily, we have provided a recap of the most notable stories.

The month of November 2025 opened with an extensive one-on-one interview with President Trump by CBS reporter Norah O'Donnell who asked the President why he pardoned Changpeng Zhao (CZ), the billionaire founder of Binance, with the President replying that he did not know the man but heard that it was a “Biden witch hunt,” and that CZ was a “victim of weaponization by government.” Also relating to blockchain, the Bank Policy Institute has urged policy makers to ensure that digital asset intermediaries engaged in substantially similar activities as banks are subject to equivalent anti-money laundering (AML) standards, especially the ‘Know Your Customer’ (KYC) rule.

The extent of President Trump’s tariff power was argued before the Supreme Court, and it appeared that several Justices seemed ready to side with lower courts which ruled that President Trump does not have the power to impose tariffs under a statute authorizing him to “regulate” imports in response to a national emergency declared by the president.

On the corporate governance front, Coinbase joined the ranks of businesses abandoning Delaware, opting instead for Texas, with the company citing Delaware’s “increasing litigious environment,” and Texas’s support for blockchain innovation. November also saw the SEC’s Division of Corporation Finance announce that the SEC staff will not respond to shareholder proposal no-action requests, other than state law questions, in the coming proxy season, citing a “backlog of work caused by the government shutdown,” and the extensive body of guidance from the Commission and the staff available to both companies and proponents on shareholder proposal questions.

In other news, the federal district court in New York denied plaintiffs’ motion for leave to amend their consolidated securities fraud complaint against Citigroup and several of its former executives in a case that began with investors asserting that Citigroup misled the market about its risk-management systems during the 2016–2020 period, with the court holding that the investors’ proposed amendments still failed to plead actionable misstatements or scienter.

The Investment Company Institute (ICI) has urged the SEC to adopt rules allowing funds to deliver shareholder documents electronically by default which it asserts could provide cumulative savings of $3–$4 billion over five years for funds and their investors. In addition, two interesting developments in SEC news include the recent petition for certiorari in which several amici curiae are urging the Supreme Court to review a case expanding the bounds of the SEC’s disgorgement remedy with the petitioner arguing that the Ninth Circuit erred in ordering disgorgement without requiring the SEC to show pecuniary harm to investors. And, under the SEC Data Protection Act (H.R. 6161, 119th Cong. (2025)), introduced by Reps. David Scott (D-Ga.) and Barry Loudermilk (R-Ga.), the SEC would be required, within one year of the bill’s enactment, to undertake a rulemaking to develop “policies and procedures reasonably designed to protect sensitive, nonpublic proprietary information... that the Commission obtains or receives from an investment adviser.”

Wrapping up the November 2025 Top Ten, SEC Commissioner Mark T. Uyeda delivered remarks at the ICI Retail Alternatives and Closed-End Funds Conference held in New York City where he outlined how private market investments might be incorporated into retail investors’ portfolios such as 401(k) retirement plans. Critics, however, have argued that opening these markets to retail investors “may serve only to saddle unsuspecting workers with investments in assets that may never pay out.”

1. BLOCKCHAIN

   Trump denies he knew Binance founder Changpeng Zhao when he pardoned him

   In an extensive one-on-one interview with CBS reporter Norah O'Donnell conducted Friday at his Mar-a-Lago resort in Palm Beach, Florida, President Donald Trump answered an assortment of questions on topics that included his meeting last week with Chinese President Xi Jinping, tariffs and trade relations, the possible resumption of U.S. nuclear testing, the federal government shutdown, immigration policy, cryptocurrencies and his pardon last month of the founder and former CEO of the crypto exchange Binance, Changpeng Zhao. Asked why he pardoned the billionaire crypto executive, Trump replied, “Okay, are you ready? I don't know who he is. I know he got a four-month sentence or something like that. And I heard it was a Biden witch hunt. And what I want to do is see crypto, because if we don't do it it's going to go to China.” See our full coverage.

2. BLOCKCHAIN

   Bank Policy Institute: Anti-money laundering loopholes undermine effective regulation of digital assets

   Policymakers should ensure that digital asset intermediaries engaged in substantially similar activities as banks are subject to equivalent anti-money laundering (AML) standards, especially the “Know Your Customer” (KYC) rule, according to a report issued by the Bank Policy Institute (BPI), a bank trade group. If these gaps are not addressed through regulations or via market structure legislation, BPI warned, proceeds of money laundering and terrorist financing may contaminate the U.S. digital asset ecosystem, including through payment stablecoin transactions, and eventually the more regulated “traditional” financial system. See our full coverage.

3. SUPREME COURT NEWS

   Justices seem skeptical about Trump’s power to tariff under emergency law

   In oral argument held November 5 in the closely watched “Trump tariffs” case, several U.S. Supreme Court Justices seemed ready to side with lower courts that ruled that President Trump does not have the power to impose tariffs under a statute authorizing him to “regulate” imports in response to a national emergency declared by the president. The argument session—which ran for over two and a half hours—reflected the case’s important ramifications regarding the separation of powers and the Constitution’s system of checks and balances, as well as its potential effects on businesses and consumers. Several Justices—including some of the conservatives—sounded dubious about the Administration’s arguments in favor of the President’s tariffing power under the International Emergency Economic Powers Act (IEEPA), possibly indicating that there could be enough votes to affirm the lower courts’ rulings against the tariffs. See our full coverage.

4. CORPORATE GOVERNANCE

   Coinbase DExits to Texas

   Coinbase has joined the ranks of businesses abandoning Delaware to reincorporate elsewhere, in this case Texas. In its SEC filing, the company cited Delaware’s “increasing litigious environment,” Texas’s support for blockchain innovation, and the avoidance of Delaware franchise tax as factors for the move. Chief Legal Officer Paul Grewal said in a Wall Street Journal op-ed that Delaware “left us with little choice” and that companies can’t rely on legislative efforts to address “unpredictable outcomes” in the Court of Chancery. See our full coverage.

5. PROXIES

   SEC staff will not respond to shareholder proposal no-action requests, other than state law questions, in coming proxy season

   The SEC’s Division of Corporation Finance announced that in the 2025-2026 proxy season it will not respond to no-action requests on, and express no views related to, companies’ plans to exclude shareholder proposals under Rule 14a-8, other than under subparagraph (i)(1). The practical effect will be that in many cases the staff will not stand in the way of companies that want to exclude proposals from their proxy statements. See our full coverage.

6. FRAUD AND MANIPULATION

   Federal court rejects investors’ bid to revive Citigroup securities fraud case

   The case against Citigroup began with investors asserting that Citigroup misled the market about its risk-management systems during the 2016–2020 period but the federal district court in New York denied plaintiffs’ motion for leave to amend their consolidated securities fraud complaint against Citigroup and several of its former executives, concluding that the proposed amendments would be futile. The court found that the revised allegations still did not cure the deficiencies that previously led to dismissal, namely, the failure to plead materially false statements and a strong inference of scienter. See our full coverage.

7. INVESTMENT COMPANIES

   ICI urges SEC to adopt default e-delivery, citing billions in potential savings

   The Investment Company Institute (ICI) has urged the SEC to adopt rules allowing funds to deliver shareholder documents electronically by default. In a detailed letter, ICI estimated that transitioning to e-delivery could save funds and their investors between $589 million and $797 million annually, with cumulative savings of $3–$4 billion over five years. ICI emphasized that investors overwhelmingly prefer electronic delivery and that a modernized default system would cut costs, reduce waste, and improve the investor experience. See our full coverage.

8. ENFORCEMENT

   Amici support narrow reading of disgorgement remedy

   Several amici curiae are urging the Supreme Court to review a case expanding the bounds of the SEC’s disgorgement remedy. The petitioner argues that the Ninth Circuit erred in ordering disgorgement without requiring the SEC to show pecuniary harm to investors. The Cato Institute, the California Alternative Investments Association, and a trio of appellants in a Ninth Circuit case that is pending on rehearing all argue in separate amicus briefs that the Supreme Court should grant certiorari. See our full coverage.

9. SEC NEWS AND SPEECHES

   House bill seeks to protect investment adviser data held by SEC

   The SEC Data Protection Act (H.R. 6161, 119th Cong. (2025)) was introduced by Reps. David Scott (D-Ga.) and Barry Loudermilk (R-Ga.) and has 15 co-sponsors. It would require the SEC, within one year of the bill’s enactment, to undertake a rulemaking to develop “policies and procedures reasonably designed to protect sensitive, nonpublic proprietary information... that the Commission obtains or receives from an investment adviser,” according to its text. “The rise in cyber intrusions and data exposure incidents underscore the urgency in which the SEC must adopt strong, transparent, and uniform procedures that meet the moment,” Rep. Scott said in a news release. See our full coverage.

10. ALTERNATIVE INVESTMENT FUNDS

    Commissioner Uyeda outlines case for including private investments in retail portfolios

    SEC Commissioner Mark T. Uyeda delivered remarks at the ICI Retail Alternatives and Closed-End Funds Conference held in New York City in which he outlined how private market investments might be incorporated into retail investors’ portfolios such as 401(k) retirement plans. The Trump Administration, which is leading the push to open private markets to retail investors, earlier this year issued an executive order directing the Department of Labor and the SEC to consider how that objective could be achieved. But critics of the plan have noted that many private equity investments soured in recent years and that opening these markets to retail investors may serve only to saddle unsuspecting workers with investments in assets that may never pay out. See our full coverage.

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