On August 25, 2026, the U.S. Court of Appeals for the Fifth Circuit issued a per curiam ruling (Ruling) denying a petition from a fund manager to modify the terms of an earlier settlement order with the SEC. In April 2024, the manager settled with the SEC in connection with the agency’s off-channel communications sweep conducted between 2021 and 2024. Other firms settled similar violations with the SEC in January 2025 with more lenient terms, compelling the manager and others to challenge the Commission to modify their original settlement terms on the basis of inequitable treatment. After the SEC denied the motion to modify the settlement terms in 2025, the manager challenged the matter in the Fifth Circuit. Despite sympathizing with the manager and other firms as to the inequitable settlement terms they received, the Fifth Circuit ultimately sided with the SEC across various legal grounds. Even amid the current deregulatory zeitgeist, the Ruling affirms the broad discretion afforded to the SEC in administrative proceedings; the finality of judgements and settlements entered into with sophisticated counsel; and the high bar parties face when challenging SEC settlements in court. This article summarizes the Ruling and offers practical takeaways for fund managers, with expert legal commentary. See “Attorneys in SEC GC’s Office Discuss Pending Challenges to SEC Authority and Significant Litigation” (Apr. 30, 2026).