SEC staff issued no-action guidance on Rule 506(c) of Regulation D private securities offerings on March 12, 2025, which should provide issuers with an easier path to rely on Rule 506(c) and solicit and advertise their...more
US Securities and Exchange Commission (SEC) Commissioner Hester Peirce and the SEC’s Crypto Task Force recently underscored the new administration’s commitment to engage with digital asset market participants in the near...more
February 2025 has already proven to be a busy month in the congressional and US Securities and Exchange Commission public discourse regarding the digital assets sector. Members of the SEC and US Congress made significant...more
President Donald Trump on January 23, 2025 issued an executive order that outlines the new administration’s commitment to strengthening US leadership in the digital asset space (the Executive Order). The Executive Order...more
The 2024 US election results are likely to reshape the regulatory landscape for environmental, social, and governance (ESG) issues. Shifts in administrative priorities, coupled with ongoing litigation and regulatory...more
Recent actions by the US Securities and Exchange Commission’s (SEC’s) Division of Enforcement highlight the importance of making timely filings pursuant to Sections 13(d), 16, and 13(f) of the Securities Exchange Act of 1934....more
The US Securities and Exchange Commission (SEC), Division of Corporation Finance on June 24, 2024 issued five Compliance and Disclosure Interpretations (C&DIs) on its website to address questions raised by its requirement for...more
Climate change has become a top priority on the global agenda, prompting governments, businesses, and investors to take decisive action. Central to these efforts is the disclosure of sustainability risks— particularly...more
The US Supreme Court’s decision in Loper Bright Enterprises v. Raimondo and Relentless v. Department of Commerce, which overrules the longstanding Chevron doctrine that required federal courts to defer to administrative...more
7/9/2024
/ Administrative Procedure Act ,
Chevron Deference ,
Chevron v NRDC ,
Government Agencies ,
Judicial Authority ,
Life Sciences ,
Loper Bright Enterprises v Raimondo ,
Regulatory Authority ,
Relentless Inc v US Department of Commerce ,
SCOTUS ,
Statutory Interpretation
The International Air Transport Association (IATA) and its more than 300 airline members have committed to achieving net-zero carbon emissions by 2050, a goal largely driven by the industry’s use and investment in sustainable...more
In corporate transactions of all kinds—mergers, acquisitions, and other business combinations—the purchaser company (Purchaser) must confront the question of how to treat the outstanding equity awards and the current equity...more
The Securities and Exchange Commission (SEC) is continuing its focus on disclosure of executive perquisites—and aircraft usage in particular—in registration statements, periodic reports, and proxy statements....more
The US Securities and Exchange Commission (SEC) completed a historic rulemaking on March 6, 2024 by adopting new rules requiring public companies to disclose certain climate-related information in registration statements and...more
In a historical rulemaking, the US Securities and Exchange Commission (SEC) on March 6 adopted rules that require public companies to disclose certain climate-related information in registration statements and annual reports....more
At a time marked by themes of “push” and “pull,” organizations across all sectors and jurisdictions are grappling with the pursuit of innovation within an increasingly complex regulatory framework. Over the next 12 months,...more
California Governor Gavin Newsom signed the California Digital Financial Assets Law (DFAL) and Senate Bill 401 on October 13, 2023, which together will regulate virtual currency activities within the state when the laws...more
The US Securities and Exchange Commission (SEC) adopted amendments on October 10, 2023 to the rules governing beneficial ownership reporting on Schedules 13D and 13G and provided guidance on the rules’ application. The...more
California Governor Gavin Newsom signed into law two watershed climate bills on October 7, 2023 that will require companies with significant revenue to make climate-related disclosures starting in 2026. The stated purpose of...more
The US Securities and Exchange Commission (SEC) adopted on July 26, 2023 final rules and amendments for mandating disclosure regarding cybersecurity risk management, strategy, governance, and incident reporting, including...more
8/2/2023
/ Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Delaware legislature is considering proposed amendments to Section 242 of the Delaware General Corporation Law that would help address the challenges dual-share class companies have been facing in the wake of Garfield v....more
As geopolitical, trade, and investment tensions continue between the United States and China, US issuers should review their current exposure to the China market and adjust their risk factor disclosures on a quarterly basis,...more
US governmental authorities, including the US Department of the Treasury, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation, took actions to provide both insured and uninsured...more
3/15/2023
/ Banking Sector ,
Deposit Accounts ,
Deposit Insurance ,
Depository Institutions ,
FDIC ,
Financial Crisis ,
Financial Institutions ,
Insolvency ,
Receivership ,
Relief Measures ,
Silicon Valley
The California Department of Financial Protection & Innovation on March 10 declared Silicon Valley Bank insolvent and appointed the FDIC as receiver. To help with the resolution of SVB, the FDIC created the Deposit Insurance...more
In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more
The last few years have thrown many surprises at businesses. Organizations across all sectors have faced inflation, global conflicts, supply chain challenges, a pandemic, and continually changing government policies. In 2023,...more
1/23/2023
/ Automotive Industry ,
Capital Markets ,
Cryptocurrency ,
Energy Sector ,
EU ,
False Claims Act (FCA) ,
FDIC ,
Financial Services Industry ,
FinTech ,
Food and Drug Administration (FDA) ,
Life Sciences ,
Tax Credits