On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special...more
As we previously posted, the Securities and Exchange Commission held an open meeting this morning to consider and vote on whether to adopt final rules regarding SPAC IPOs and business combinations (de-SPAC transactions). ...more
Recently, in advance of the effective date (December 18, 2023), the Director of the SEC’s Division of Corporation Finance provided additional guidance regarding the final rules relating to cybersecurity incident disclosure...more
12/18/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Recently, the SEC’s Office of the Investor Advocate released its Report on Activities for Fiscal Year 2023, which is required to be delivered to Congress. The Report highlights the work of the Office on investor protection...more
The Securities and Exchange Commission issued a staff report on the accredited investor definition. The Dodd-Frank Act directed the SEC to review the accredited investor definition every four years to determine whether the...more
(Updated)
On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two...more
The Securities and Exchange Commission (SEC) has granted an order exempting Rule 144A fixed-income securities (fixed-income securities that are issued in accordance with the requirements of Rule 144A) from Rule 15c2-11....more
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the...more
10/18/2023
/ Beneficial Owner ,
EDGAR ,
Final Rules ,
New Regulations ,
Publicly-Traded Companies ,
Regulatory Reform ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
The Securities and Exchange Commission recently published its report on the Government-Business Forum on Small Business Capital Formation, which generates recommendations from participants that the SEC considers. The...more
On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt...more
On September 7, 2023, the Staff of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) issued a sample comment letter (“Letter”), containing sample comments that the...more
Recently, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance in the form of a new Compliance and Disclosure Interpretation (C&DI) as part of the Regulation AB...more
On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Rule 15b9-1 (“Rule 15b9-1”) under the Securities Exchange Act of 1934 (the “Exchange Act”) that generally...more
In a published settlement of the charges on August 28, 2023, the US Securities and Exchange Commission (“SEC”) stated that non-fungible tokens (“NFTs”) issued by Impact Theory, LLC (“Impact”) were “securities” under US...more
9/5/2023
/ Cryptoassets ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Ethereum ,
Howey ,
Investment Contract ,
Investment Opportunities ,
Non-Fungible Tokens (NFTs) ,
Offerings ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Unregistered Securities
Background and Summary -
Table On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release (the “Adopting Release”), adopting final rules (the “Final Rules”) aimed at standardizing and...more
At an open meeting this morning, the Securities and Exchange Commission voted (with dissenters—see, for example, Commissioner Peirce’s statements) to adopt amendments aimed at enhancing and standardizing disclosures related...more
For the past several years, many have viewed “SEC v. Ripple” as one of the defining conflicts in the US crypto regulatory landscape. At the heart of this dispute is the question of whether digital tokens are “securities” for...more
7/24/2023
/ Bitcoin ,
Blockchain ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Financial Markets ,
Financial Services Industry ,
Howey ,
Investment Contract ,
Ripple ,
Securities Regulation ,
Token Sales ,
Unregistered Securities
The Securities and Exchange Commission announced an open meeting to be held on July 26, 2023. The agenda includes consideration of the final amendments to the rules relating to enhanced and standardized disclosures regarding...more
On July 17, 2023, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) released another Sample Letter (“Letter”) that outlines the disclosures that the Staff is focused on in relation to...more
There has been a shift away from the Securities and Exchange Commission’s (“SEC”) traditional approach of encouraging foreign issuers to access the U.S. capital markets by making available certain disclosure, reporting and...more
This practice note discusses 10 practice points that can help you, as counsel to a special purpose acquisition company (SPAC) or its placement agent, execute a private investment in public equity (PIPE) transaction alongside...more
The Office of Information and Regulatory Affairs published the Spring 2023 Unified Agenda of Regulatory and Deregulatory Actions. This includes the SEC’s spring rulemaking agenda. Securities and Exchange Commission Chair...more
On June 7, 2023, the US Securities and Exchange Commission (the “SEC”) unanimously adopted final rules amending Regulation M (the “Final Rules”) to remove its references to credit ratings, replace them with alternative...more
During this yesterday's open meeting of the U.S. Securities and Exchange Commission (the “SEC”), the Commissioners unanimously voted to adopt amendments to remove references to credit ratings from Regulation M, and replace...more
On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more