On the heels of other guidance issued by the US Securities Exchange Commission’s (SEC) Division of Corporation Finance (Division), the Division released a statement (Statement) on 10 April 2025 addressing its views about,...more
Who may be interested: Insurance Companies - Quick Take: In an Industry Letter, the SEC’s Division of Investment Management stated that insurance companies may file financial statements prepared in accordance with...more
The SEC, investment banks and other stakeholders are increasingly focused on cybersecurity in IPO companies given the potential financial, legal and reputational risks....more
In an attempt to facilitate capital raising, the SEC announced that it was expanding the ability of issuers to submit draft registration statements for confidential review by the staff. Historically, this procedure was mostly...more
On March 3, 2025, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued an announcement expanding accommodations available for issuers to submit draft registration statements for...more
On July 1, 2024, the SEC adopted tailored disclosure requirements and offering processes for non-variable annuity contracts—specifically, for registered index-linked annuities (RILAs) and annuity contracts that offer fixed...more
Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...more
This checklist highlights certain considerations for companies preparing to file annual reports on Form 10-K for the calendar year ended 2023 and is intended to serve as a focused resource highlighting changes in disclosure...more
The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more
We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more
Amendments adopted by the U.S. Securities and Exchange Commission (SEC) have changed a variety of SEC rules, forms and schedules related to disclosure and payment of SEC filing fees. As summarized in an SEC fact sheet, the...more
[Editor's Note (1/25/22): This article includes an update regarding the amended rule proposal Nasdaq filed with the SEC in January 2022.] [Editor's Note (6/1/21): This article includes an update regarding a proposed rule...more
Thoughts on Recent SEC statements and Action on Enforcement Related to Decentralized Autonomous Organizations (DAO) - On November 10, 2021 the US Securities and Exchange Commission (the SEC) announced that it had halted...more
Securities and Exchange Commission Chair Gary Gensler was back on the Hill, this time testifying before the Subcommittee on Financial Services and General Government, US House Appropriations Committee. During his testimony,...more
In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more
As SPACs continue to barrel through 2020 at top speed, SEC has taken notice and we’ve already seen a number of remarks focusing on sufficient disclosure from Chair Clayton and Commissioner Lee. One area that does not seem to...more
On August 26, 2020, the Securities and Exchange Commission adopted sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...more
Public issuers may benefit from the use of shelf offerings as an efficient, cost-effective alternative to Form S-1 in order to register shares as part of a primary offering, secondary offering, or as a benefit to its...more
WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome...more
An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more
In monitoring SEC comment letters, we came across a SEC comment letter recently made public. While we acknowledge the term “pro forma” is often used by registrants when adjusting their GAAP results to provide additional...more
On June 28, the SEC amended existing requirements for public operating companies and mutual funds regarding the use of eXtensible Business Reporting Language (XBRL) for financial statement information and risk/return...more
Special purpose acquisition companies (SPACs) have experienced a renewed popularity over the past couple of years due to favorable capital markets conditions. A SPAC is a publicly traded acquisition and investment vehicle...more
On June 28, the SEC adopted regulations that could reduce the reporting burden on middle market public companies. In summary, the SEC adopted amendments to the smaller reporting company (SRC) definition to increase the...more
Initial coin offerings so far have gone through two major phases in their brief lifespan. The initial phase flew under the regulatory radar in an explosion of deals that raised billions of dollars seemingly overnight and...more