On September 30, 2025, we explored how deep-sea mining companies raising capital must treat regulatory uncertainty, international conflict, and expected challenges as core disclosure topics, not boilerplate. See Deep Sea Mining, Public Market: Capital, Risk, and Regulatory Turbulence.
Two recent developments further impact the litigation risk discussion. First, NOAA issued a final rule that modernizes and consolidates the U.S. deep seabed mining permitting track under DSHMRA. Second, a UK licensing transfer dispute drew a public legal challenge. Together, these events increase the possibility that litigation will become an obstacle for financings, including private and public offerings, including IPOs, registered direct offerings, PIPE transactions, and private rounds where investors price in delay risk.
NOAA’s January 21, 2026 DSHMRA Final Rule Creates a New Administrative Law Target
On January 21, 2026, NOAA published a final rule revising regulations for exploration licenses and commercial recovery permits under the Deep Seabed Hard Mineral Resources Act of 1980.
The key change is that NOAA consolidated the application process, allowing an applicant to seek an exploration license and a commercial recovery permit in a combined track. These are the types of agency actions that commonly invite lawsuits, because challengers argue that accelerated processes increase the risk of incomplete review, procedural shortcuts, and inadequate consideration of environmental and international impacts.
Why does this rule increase litigation probability?
In practical litigation terms, the 2026 rule creates at least three distinct deep-sea mining targets:
- Rulemaking challenges that attack the regulation itself, including claims that NOAA exceeded statutory authority or acted arbitrarily and capriciously in designing the consolidated pathway.
- Permit decision challenges once a specific license or permit is issued, which typically become easier to litigate because plaintiffs can point to a discrete final agency action and a supporting record.
- Early injunction and stay practice, where opponents seek to pause activity while the merits are litigated, creating the kind of delay that directly affects financing timelines and covenant packages.
The statute and executive policy backdrop opponents may cite
For statutory grounding, a government-maintained source for DSHMRA is 30 U.S. Code Chapter 26 on uscode.house.gov.
NOAA also ties the consolidated process to the April 24, 2025 executive order on offshore critical minerals. That order is available at whitehouse.gov. Executive policy framing is often used by challengers to support claims that an agency rushed, pre-committed outcomes, or failed to engage competing policy considerations.
The UK License Transfer Challenge Shows Litigation Can Start Before Commercial Recovery
On February 3, 2026, Climate Change News reported that Greenpeace was pursuing a legal challenge tied to the UK government’s approval of a transfer of deep-sea mining exploration licenses.
The lesson is that litigation risk is not limited to an eventual commercial recovery plan. It can attach to licensing, transfer approvals, and corporate control decisions that investors might otherwise treat as routine. In diligence, that means buyers will ask whether an issuer’s asset base can be disrupted by judicial review, even if the project is still in an exploration stage.
Most Likely Litigation Pathways in 2026 and How They Affect Capital Raises
Administrative lawsuits aimed at slowing permitting
The highest probability U.S. litigation pathway flows from the NOAA rule and any resulting license or permit decisions. These cases often focus on agency authority, procedural compliance, and whether the agency adequately explained its decisions in the record. Even if an issuer ultimately prevails, the litigation timeline and the risk of a preliminary injunction can force revised project schedules, repriced financings, or delayed exchange listing plans.
International legitimacy disputes that become domestic leverage
Deep seabed activity in areas beyond national jurisdiction is politically and legally sensitive. Opponents may not need a perfect international law claim to create financing pressure. International objections can become leverage in domestic litigation narratives, investor campaigns, and counterparty pressure, affecting underwriter comfort and investor demand. Disclosures should treat international governance conflict as a business risk that can translate into litigation exposure and capital friction.
Securities litigation risk if public guidance overstates permitting certainty
As permitting pathways compress timelines, deep-sea mining issuers face increased risk that optimistic statements about licensing progress, regulatory support, commercialization dates, or project economics will later be alleged to be misleading.
Once a company becomes publicly traded, it operates in a litigation environment where disappointed investors can bring shareholder claims based on alleged misstatements or omissions in offering materials and periodic reports. This is particularly true when the investment decision depends on forward-looking narratives about permitting, technology readiness, environmental impact management, capital needs, and execution timelines.
For a deep-sea mining IPO, any adverse development, such as a permit delay, an injunction or other court challenge, a regulatory pivot, negative scientific findings, cost overruns, or a funding shortfall, can drive stock volatility and create fertile ground for securities class actions, derivative suits, and books and records demands. In practice, plaintiffs often frame these cases as a gap between projections and “known” uncertainties, arguing that disclosures relied on generic risk factors, failed to quantify contingencies, or treated permitting and litigation milestones as commitments rather than assumptions.
Q&A
Why does NOAA’s 2026 deep seabed mining rule increase litigation risk?
Because it modernizes and consolidates the licensing and permitting pathway, creating faster agency decisions that challengers can target through administrative law claims and injunction requests.
What is DSHMRA and why does it matter to investors?
DSHMRA is the U.S. statute that authorizes NOAA to issue deep seabed mining exploration licenses and commercial recovery permits for U.S. citizens in areas beyond national jurisdiction, making it central to permit-dependent project valuation.
Can litigation affect capital raising even if a project is years from production?
Yes. Judicial review can delay licensing and transfer approvals, change timelines, and increase costs, which can affect valuation, financing terms, and underwriter willingness to proceed.
Conclusion
In 2026, deep-sea mining litigation risk became a core financing variable. NOAA’s January 2026 rule and the UK licensing transfer dispute show that challenges can arise at the rulemaking stage, at the permit decision stage, and during licensing transfers. Issuers raising capital should model delay, draft event anchored risk factors, and maintain disciplined public guidance about permitting certainty and timelines.
This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group. It should not be construed as and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.
If you have any questions about this article, Hamilton & Associates Law Group, P.A. is ready to help.
Since 1998, our Founder, Brenda Hamilton, has been a leading voice in corporate and securities law, representing both domestic and international clients across diverse industries and jurisdictions.
To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected].
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