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Securities Regulation Securities and Exchange Commission (SEC) Compliance

SEC Compliance Consultants, Inc. (SEC³)

7 Ugly Truths About Compliance: A Primer for New Chief Compliance Officers

Many compliance officers live in hope that if they ramp up their persuasive skills, engage employees with spectacular training presentations, and provide succinct and prompt advice, they will receive the respect and...more

Lowenstein Sandler LLP

SEC Updates Guidance on the Use of Gross and Net Performance in Advertisements

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On March 19, the Securities and Exchange Commission (SEC) issued a new FAQ response1 that softens prior guidance on the use of gross and net performance in advertisements. The new FAQs (the New Guidance) reduce the burden of...more

Seward & Kissel LLP

Exchange-Traded Fund Fails to Clear SEC Staff Comment Process Prior to Launch

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Who may be interested: Exchange-Traded Funds, Registered Funds and their Investment Advisers - Quick Take: The Staff of the Securities and Exchange Commission (SEC) Division of Investment Management publicly issued a...more

Flaster Greenberg PC

SEC Offers Updated Guidance for Rule 506(c) Private Placements

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On March 12, 2025, the SEC published a No-Action Letter clarifying accredited investor verification requirements under Rule 506(c)....more

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

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With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more

Mayer Brown Free Writings + Perspectives

Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance...

AT A GLANCE - On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Non-WKSI Form S-3 Registration Process; Disclosure Requirements for Foreign Private Issuers

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure...more

Morris, Manning & Martin, LLP

"Custody" for Registered Investment Advisers in Unusual Circumstances

For most registered investment advisers (RIAs), their annual update to Form ADV will be due on March 31, 2025. We have received several questions about “custody” and peculiar situations where RIAs may inadvertently have...more

Ropes & Gray LLP

New SEC Staff Guidance Allows Effectiveness of Non-Automatically Effective Form S-3s before Filing of Proxy Statement

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Form S-3 registration statements filed by issuers who are not well-known seasoned issuers may now be declared effective before the filing of the proxy statement containing Part III information that was properly omitted from...more

Paul Hastings LLP

SEC Provides Updated Guidance Reducing Burden for Rule 506(c) Verification Requirement

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On March 12, 2025, the Staff of the SEC Division of Corporation Finance (the Staff) provided guidance in response to a letter requesting interpretive guidance (the No-Action Letter) to clarify the verification requirement of...more

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC Division of Investment Management Staff Revises Guidance on Certain Gross and Net Performance-Related Presentations

On March 19, 2025, the staff of the SEC’s Division of Investment Management (the “Staff”) updated its Marketing Compliance Frequently Asked Questions (“FAQs”) to address the inclusion by SEC-registered investment advisers of...more

Thomas Fox - Compliance Evangelist

Great Women in Compliance: The Future of Enforcement with Jennifer Lee

In this episode of Great Women in Compliance, Hemma hosts Jennifer Lee, a partner at Jenner & Block LLP and former Assistant Director at the SEC. The discussion covers Jennifer’s work in SEC investigations, the importance of...more

Oberheiden P.C.

Regulation A+: The Ultimate Guide from Eligibility to Compliance

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Regulation A+ has emerged as a powerful tool for companies seeking to raise capital from both accredited and non-accredited investors. This Regulation A+ Offerings Guide provides a comprehensive overview of Regulation A+,...more

Lowenstein Sandler LLP

SEC Clarifies Accredited Investor Verification for Rule 506(c) Offerings

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The Securities Act of 1933, as amended (Securities Act), requires that any offer or sale of securities in the United States must either be registered with the SEC or qualify for an exemption to registration thereunder....more

Whiteford

Client Alert: New SEC Updates Simplify Accredited Investor Verification for Rule 506(c) Offerings

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On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule...more

Dechert LLP

SEC Staff Issues Statement on Proof-of-Work Crypto Mining Activities

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The Staff of the SEC's Division of Corporation Finance issued a statement clarifying that mining crypto assets on proof-of-work networks does not involve the offer and sale of securities and does not require registration with...more

Davis Wright Tremaine LLP

SEC Updates Marketing Rule Guidance

On March 19, 2025, the SEC made two significant updates to the Marketing Rule's FAQ page. DWT discussed the SEC's recently adopted Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940) in our 2024 post, and...more

Seward & Kissel LLP

SEC Staff Updates FAQs Regarding Marketing Rule Compliance – Gross and Net Performance

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On March 19, 2025, the staff of the Division of Investment Management (the “SEC Staff”) of the Securities and Exchange Commission (the “SEC”) released an update to its Frequently Asked Questions1 (the “FAQs”) relating to...more

Mayer Brown Free Writings + Perspectives

The SEC’s Staff of the Division of Corporation Finance Clarifies Its Views on Crypto Mining

On March 20, 2025, the SEC’s Staff of the Division of Corporation Finance (the “Division”) issued a statement providing its views that crypto mining activities (as defined in its statement) do not involve the offer and sale...more

Mayer Brown Free Writings + Perspectives

Reiteration of Existing Principles-Based Guidance and Updated CDIs

On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and...more

McDermott Will & Emery

SEC Eases Marketing Rule Net Performance Requirement

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On March 19, 2025, the US Securities and Exchange Commission’s (SEC) Division of Investment Management updated its frequently asked questions (FAQs) related to Rule 206(4)-1 (the Marketing Rule) under the Investment Advisers...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues Guidance on Effectiveness of Form S-3 After Filing Form 10-K but Prior to Filing Part III Information

On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more

Cozen O'Connor

Nasdaq Increases Initial Listing Liquidity Requirements: What It Means for Companies Going Public

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On March 12, 2025, the SEC approved a significant rule change to Nasdaq’s initial listing liquidity requirements (the New Liquidity Rules). These changes make it more challenging for companies seeking to list on the Nasdaq...more

Dechert LLP

Good News Coming Out of the SEC for BDCs (and Hopefully More to Come)

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The Securities and Exchange Commission issued notices of its intent to grant multiple share class exemptive relief for seven private business development companies (“BDCs”). The SEC issued a no-action letter that removes a...more

K&L Gates LLP

SEC Extends Compliance Period for the Amended Names Rule

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On 14 March 2025, the Securities Exchange Commission (SEC) extended the compliance dates for the amendments to Rule 35d-1 (Amended Names Rule) under the Investment Company Act of 1940, as amended (1940 Act), by six months....more

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