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
On 11 July 2023, the European Securities and Markets Authority (ESMA) published a public statement on sustainability disclosure in prospectuses, available here: ESMA32-1399193447-441 Statement on sustainability disclosure in...more
The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more...more
7/7/2023
/ Carbon Capture and Sequestration ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
EU ,
Greenhouse Gas Emissions ,
Greenwashing ,
Net Zero ,
Offsets ,
Reputation Management ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UK
The Securities and Exchange Commission announced that it will hold an open meeting on July 12 to consider a number of matters, including money market reforms. At the end of 2021, the SEC had proposed extensive changes to the...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
Executive Summary -
On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures...more
The Securities and Exchange Commission’s Office of the Investor Advocate held the 42nd Annual Small Business Forum—this time convening panels over four days on various topics, including trends and challenges affecting early...more
5/2/2023
/ Accredited Investors ,
Capital Formation ,
Capital Raising ,
Early Stage Companies ,
Emerging Growth Companies ,
Investment Funds ,
Investment Opportunities ,
Popular ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Startups
On April 28, 2023, the Securities and Exchange Commission announced that it was reopening the comment period for the proposed amendments to modernize the rules governing beneficial ownership reporting filed on Schedules 13D...more
Although the New Federal Exemption Is Generally Aligned with the SEC’s 2014 No-Action Relief, There Are Some Notable Differences. Moreover, State Law Registration Requirements for M&A Brokers Are Not Preempted.
...more
Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S....more
3/27/2023
/ Banking Crisis ,
Business Disruption ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Investment Portfolios ,
MD&A Statements ,
Public Disclosure ,
Publicly-Traded Companies ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 17, 2023, the Staff of the Securities and Exchange Commission provided updated compliance and disclosure interpretations relating to tender offers and exchange offers. The new guidance is reprinted here for ease of...more
On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and...more
Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the...more
3/14/2023
/ Banks ,
Capital Formation ,
Corporate Governance ,
Disclosure Requirements ,
Duty of Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Financial Institutions ,
Financial Markets ,
Insolvency ,
Investment ,
Liquidity ,
Publicly-Traded Companies ,
Receivership ,
Silicon Valley
Securities and Exchange Commission Chair Gensler released a succinct statement on March 12, 2023: “In times of increased volatility and uncertainty, we at the SEC are particularly focused on monitoring for market stability...more
Speaking at a conference at Columbia University as part of the Columbia Law and Business Schools’ Program in the Law and Economics of Capital Markets, Securities and Exchange Commission Commissioner Uyeda shared his views...more
3/7/2023
/ Business Development ,
Capital Formation ,
Corporate Governance ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
SEC Commissioner ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Small Business ,
Startups
On February 15, 2023, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued Release No. 34-96930 (the “Adopting Release”), containing final rules (the “Final Rules”) that will shorten the standard...more
On February 7, 2023, the Division of Examinations of the U.S. Securities and Exchange Commission (the “Division” and the “SEC,” respectively) announced its examination priorities for 2023. This year, the Division identified...more
Various members of the staff of the Securities and Exchange Commission’s Division of Corporation Finance had indicated in public statements at recent industry conferences that guidance would be forthcoming on aspects of pay...more