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SEC Adopts Final Rules Relating to SPACs, Shell Companies and Projections

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

Treat Like as Like? SEC Adopts Final Rules for SPAC IPOs and de-SPAC Transactions

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

FINRA Publishes 2024 Annual Regulatory Oversight Report

New Topics and Content Highlight FINRA’s Increased Focus on Cybersecurity, Crypto Assets, Artificial Intelligence, Market Integrity, Off-Channel Communications and Other Key Risk Areas - On January 9, 2024, the Financial...more

Financial Stability Oversight Council 2023 Annual Report

The Financial Stability Oversight Council recently released its annual report.  Not surprisingly, this year’s report reviewed the banking failures in the early part of the year.  In discussing the “vulnerabilities in the...more

Cybersecurity Disclosure and Compliance & Disclosure Interpretations

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

SEC Office of the Investor Advocate Report

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

SEC Staff Report on Accredited Investor Definition

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

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures (UPDATED)

(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

Rule 144A Relief from Rule 15c2-11

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

SEC Announces 2024 Exam Priorities

On October 16, 2023, the Division of Examinations of the U.S. Securities and Exchange Commission (the “Division” and the “SEC,” respectively) announced its examination priorities for 2024. While the Division typically...more

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

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

Report on Small Business Forum

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

SEC Plans for Government Shutdown

Federal law (the “Antideficiency Act”) restricts the conduct of business by agencies during a lapse of Congressional appropriations, looming this weekend, and federal regulations (OMB Circular A-11) require agencies to have...more

SEC Investor Advisory Committee Meets and Considers Various Private Placement Related Topics

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

2024 U.S. Proxy and Annual Report Season: It’s Starting Time!

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and...more

SEC Staff Issues Sample Comment Letter Regarding XBRL Disclosures

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

Reg AB Related C&DI

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

SEC Significantly Narrows Exemption from FINRA Membership for Proprietary Trading Firms

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

For the First Time, the US SEC Sanctions an NFT Issuer for Selling Unregistered Securities in SEC v. Impact Theory

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

A Road Not Taken: Where the US Capital Proposal Differs From Basel

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and...more

Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued...more

Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and...more

SEC Adopts Final Rules on Public Company Cybersecurity Disclosures of Incidents and Processes

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

Business Development Companies: Facts & Stats

In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. Within this growing sector, private and non-traded BDCs have outperformed other non-bank...more

SEC Adopts Amendments to Enhance Cybersecurity Disclosures

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

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