The Investigative Journal’s daily digest of notable filings, enforcement actions, and rulemaking activity at the U.S. Securities and Exchange Commission. Every item below is drawn from public records and linked to the underlying documents.
Wall Street returned from the Labor Day weekend to a full docket. The most consequential item on it is not an earnings report but a court filing: the SEC has asked a federal judge to force Institutional Shareholder Services, the proxy adviser whose recommendations help steer trillions of dollars in shareholder votes, to comply with an administrative subpoena the firm has resisted for months. Alongside it, filings and releases from the past several days include GameStop’s unusual second-quarter report, a proposal to scrap the Commission’s 16-year-old “pay-to-play” rule, the wind-down of an alleged $80 million real estate lending fraud in Northern California, and a pair of registration-revocation proceedings against long-delinquent filers.
SEC asks court to compel ISS — a proxy adviser under examination
In Litigation Release No. 26632, the SEC disclosed that it filed a subpoena enforcement action in the U.S. District Court for the Eastern District of Pennsylvania (No. 2:26-mc-00078) seeking an order compelling Institutional Shareholder Services, Inc., a registered investment adviser, to comply with an administrative subpoena issued July 21, 2026. According to the SEC’s application, the Division of Examinations opened an examination of ISS in March 2026 and requested data on the firm’s proxy recommendations and votes — what the agency calls “the core of ISS’s business” — and ISS failed to produce the requested information even after the Division of Enforcement opened an inquiry and issued what the agency describes as a narrowly tailored subpoena.
The SEC’s filing states that more than four months elapsed since the original request, despite extended deadlines and repeated staff efforts to reach a resolution. The Commission’s memorandum of law asks the court to enter an order compelling compliance. Notably, the release states that the SEC “is continuing its fact-finding investigation and, to date, has not concluded that any individual or entity violated the federal securities laws.” No wrongdoing has been established, and ISS will have the opportunity to respond in court.
The significance is hard to overstate. ISS and its main rival, Glass Lewis, have long faced criticism — much of it from the political right — over the outsized influence of their voting recommendations on corporate governance outcomes. Whatever the underlying investigation concerns, records now show the firm’s primary regulator litigating to see the data behind those recommendations. The court’s handling of the application, and any eventual findings, warrant close attention.
GameStop’s 8-K: record operating quarter, shrinking retail, and a balance sheet that looks like a fund
GameStop Corp. filed a Form 8-K on September 8 furnishing results for its second quarter ended August 1, 2026. Per the company’s press release, net sales fell to $790.2 million from $972.2 million a year earlier — a decline the company attributes to the prior-year Nintendo Switch 2 launch, planned store closures, and the divestiture of its France operations — yet operating income more than doubled to $160.2 million, which the company says is the highest second-quarter operating income in its history. Net income rose to $298.7 million from $168.6 million.
The composition of those results is what merits scrutiny. Collectibles net sales grew to $356.3 million, now 45.1 percent of total revenue, up from 23.4 percent a year ago — the legacy game retailer is increasingly a collectibles business. And the filing indicates the bottom line was driven substantially by investment positions rather than operations: the company reported holding approximately 43.4 million shares of eBay common stock with a fair value of roughly $4.9 billion as of quarter-end, alongside $5.4 billion in cash, equivalents, marketable securities, and digital assets. The quarter included a $75.0 million loss on digital assets and related receivables, against a $28.6 million gain in the prior-year period. Adjusted net income, which strips out those swings, was $161.1 million. Investors reading only the headline net income figure would miss how much of GameStop’s earnings now ride on mark-to-market moves in assets unrelated to selling games.
Kosmos Energy signals debt paydown
Kosmos Energy Ltd. filed an 8-K on September 8 disclosing that it would issue a notice of partial redemption for $25 million aggregate principal of its 7.750% senior notes due 2027, with redemption expected September 18. The company stated it may pursue additional optional redemptions before the notes mature.
The filing, made under Item 7.01 and signed by CFO Neal D. Shah, is a modest but telling data point on how leveraged independent oil producers are using cash flow — retiring near-dated, high-coupon paper in small increments. Holders of the 2027 notes, which carry a 7.75 percent coupon, will want to track whether the “one or more additional” redemptions the company flagged materialize this fall.
SEC proposes scrapping the “pay-to-play” rule for investment advisers
On September 3, the Commission proposed rescinding Advisers Act Rule 206(4)-5, the 2010 “pay-to-play” rule that bars advisers from providing compensated advisory services to government clients for two years after making political contributions to certain officials or candidates. The Commission’s stated rationale: the rule has created a de facto strict liability regime in which small donations — “foot faults,” in the agency’s words — trigger substantial prohibitions and fines, and has led some advisory firms to ban state and local political giving by employees outright.
“Advisers’ implementation of the rule has effectively resulted in the suppression of political speech,” Chairman Paul S. Atkins said in a statement accompanying the release, arguing that political contributions are better governed by state law and federal election regulation than by securities rules. The proposing release (File No. S7-2026-31) is open for public comment for 60 days after Federal Register publication. Critics of rescission will note the rule was adopted in the wake of documented pension pay-to-play scandals; the comment file should make for instructive reading on whether existing fraud and fiduciary provisions — which the SEC emphasizes would remain in place — are adequate to police the practice.
Alleged $80 million “Ponzi-like” real estate lending scheme unwinds in Novato
The SEC charged Mark D. Hanf, former CEO of Pacific Private Money Group LLC of Novato, California, and Hoai-Nam Chu Phan, former COO of a PPMG subsidiary, with an offering fraud that allegedly raised more than $80 million from roughly 190 mostly retail investors — many of them, according to the agency, retired senior citizens. The complaint, filed in the Northern District of California, alleges that from December 2021 to November 2025 the two men told investors their capital would fund real-estate-secured lending, while in fact using new investor money to make “Ponzi-like” payments to earlier investors. Hanf is separately alleged to have misappropriated more than $7 million for personal benefit.
The scale of the shortfall is stark: per the SEC’s release, the two funds carried almost $121 million in outstanding investments, but by February 2026 recoverable assets were estimated below $17 million. Without admitting the allegations, both men consented to judgments — subject to court approval — that would enjoin them from future violations and bar them from securities offerings other than for personal accounts, with monetary relief to be determined later. The U.S. Attorney’s Office for the Northern District of California announced parallel criminal charges, which remain pending; the defendants are presumed innocent in that proceeding. The related Litigation Release No. 26627 and complaint are posted on the SEC’s site.
Two zombie registrants face registration revocation
The Commission instituted Section 12(j) proceedings against two long-silent issuers on September 4. NewAge, Inc. (Release No. 34-106285), the Utah-based former beverage company, has not filed a periodic report since its Form 10-Q for the period ended September 30, 2021, according to the order; its stock no longer trades publicly. NextPlay Technologies Inc. (Release No. 34-106284), a Nevada corporation based in Sunrise, Florida, has filed nothing since its 10-Q for the period ended November 30, 2022 — yet unsolicited quotations for its shares still appear on OTC Link under the symbol NXTP.
Both orders allege violations of Exchange Act Section 13(a) reporting requirements and set the question of whether registration of each class of securities should be suspended for up to twelve months or revoked. These are allegations by the Division of Enforcement; each company has ten days from service to answer, and a hearing will determine the outcome. The NextPlay matter is the more consequential for investors: shares that still trade on unsolicited quotes with nearly four years of missing financials are exactly the kind of instrument that ends up in retail accounts — and, as this publication has documented in other contexts, dormant registrants are recurring raw material for reverse-merger and pump-and-dump schemes.
CorpFin quietly updates its interpretations
Also on September 4, the Division of Corporation Finance posted an interpretations update adding a new question on registration fee computation under Securities Act Rule 457 (Question 240.18) and four new questions on Form S-1 (Questions 113.09 through 113.12). Staff interpretations lack the force of law, but they are the operating manual by which issuers and their counsel draft registration statements — changes here ripple through IPO and follow-on paperwork long before most investors notice.
On TIJ’s radar
Three threads from this digest warrant deeper investigation. First, the ISS action: what does the SEC’s examination of proxy voting data portend for the adviser’s influence over corporate elections, and what was the firm willing to litigate rather than produce? The docket in the Eastern District of Pennsylvania bears watching. Second, GameStop’s continuing transformation into a quasi-holding company — a $4.9 billion eBay position and digital-asset exposure inside a mall retailer’s corporate shell raises disclosure and governance questions that quarterly headlines don’t answer. Third, the PPMG collapse: filings indicate a roughly $104 million gap between what investors are owed and what remains recoverable, and how that gap accumulated undetected from 2021 to 2025 — and whether intermediaries steered retirees into the funds — is a story the court file will only partially tell.
Featured image: U.S. Securities and Exchange Commission headquarters, Washington, D.C. Photo by AgnosticPreachersKid via Wikimedia Commons, CC BY-SA 3.0.
Methodology and fairness note: This digest reports what public SEC records state as of publication. Charges and administrative allegations are just that — allegations — unless and until adjudicated; consent judgments noted above were entered without admissions. None of the parties named was contacted for comment for this digest; companies and individuals referenced are invited to respond, and responses will be published. Source documents are linked inline; readers can verify every claim against SEC EDGAR and SEC.gov.