On August 6, 2025, the Staff of the Division of Trading and Markets of the Securities and Exchange Commission (SEC) released an updated set of Frequently Asked Questions (FAQs) addressing the application of Rule 15c3-3a to...more
At yesterday's Practising Law Institute’s SEC Speaks program, Securities and Exchange Commission (“SEC”) Chair Paul Atkins shared his views on a wide range of topics. Chair Atkins touched on innovation at the SEC, FinHub and...more
The Securities and Exchange Commission’s (SEC) Small Business Capital Formation Advisory Committee (the “Committee”) will meet on May 6, 2025 to consider the market impact and challenges associated with Regulation A....more
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
On March 3, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced a new policy, with immediate effect, expanding the accommodations available for issuers that...more
3/7/2025
/ Capital Markets ,
Compliance ,
Disclosure Requirements ,
Filing Requirements ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On February 28, 2025, House Financial Services Committee Chairman French Hill (R-AR), Senate Banking Committee Chairman Tim Scott (R-SC), and Senator Tom Cotton (R-AR) sent a letter (the “Letter”) to Securities and Exchange...more
On February 25, 2025, the SEC extended the compliance dates for Rule 17ad-22(e)(18)(iv)(A) and (B) under the Securities Exchange Act for eligible cash market transactions by one year to December 31, 2026, and for eligible...more
The SEC is set to hold an open meeting on February 26, 2025, to discuss extending compliance deadlines and granting temporary exemptions for covered clearing agencies (CCAs) handling U.S. Treasury securities. This review...more
On February 5, 2025, Robert Cook, President and Chief Executive Officer of the Financial Industry Regulatory Industry, Inc. (“FINRA”), announced that FINRA will not set an effective date for its recent amendments (the...more
On February 7, 2025, the US Securities and Exchange Commission (SEC) provided a temporary exemption from compliance with Rule 13f-2 under the Securities Exchange Act and the associated Form SHO reporting. Originally, the...more
The Securities and Exchange Commission (SEC) staff issued updated FAQs regarding Rule 35d-1 under the Investment Company Act of 1940 (the “Names Rule”) on January 8, 2025. These updates reflect amendments that were adopted...more
The Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) have extended the compliance deadline for the amendments to Form PF, moving it from March 12, 2025 to June 12, 2025....more
The Securities and Exchange Commission’s (SEC) Small Business Capital Formation Advisory Committee will meet on February 25, 2025 to discuss capital-raising challenges for emerging fund managers and smaller public companies...more
On May 15, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Regulation S-P under the Securities Exchange Act of 1934 (the “Exchange Act”), which governs the treatment of...more
On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in...more
2/23/2024
/ Broker-Dealer ,
Financial Markets ,
Financial Services Industry ,
Liquidity ,
New Rules ,
Regulatory Reform ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Exchanges ,
Securities Regulation ,
Securities Traders ,
Securities Transactions
The Securities and Exchange Commission announced that the fees that public companies and other issuers pay to register their securities with the SEC will increase from $92.70 per million dollars to $110.20 per million...more
On August 2, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposed to amend FINRA Rule 6730(a)(1) (the “FINRA Proposal”) to reduce the Trade Reporting and Compliance Engine (“TRACE”) reporting timeframe...more
8/9/2022
/ Asset-Backed Securities ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
Mortgage-Backed Securities ,
MSRB ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities Regulation ,
Securities Traders ,
Securities Transactions ,
TRACE
The Staff of the US Securities and Exchange Commission’s Division of Corporation Finance released a sample comment letter that provides guidance regarding the types of disclosures that reporting companies should consider in...more
Proposed Rules Could Require Dealer Registration by Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants -
On March 28, 2022, the U.S. Securities and Exchange Commission (“SEC”)...more
On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules...more
3/11/2022
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Here’s the deal:
Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S....more
On February 10, 2022, the Securities and Exchange Commission proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports. Section 13D requires disclosure by investors of the accumulation of...more
2/15/2022
/ Beneficial Owner ,
Derivatives ,
Equity Securities ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
Here’s the deal: -
The pre-filing period is an important part of an initial public offering (“IPO”), requiring a number of management, organizational considerations and structural changes before a company can effectuate...more
1/20/2022
/ Board of Directors ,
Capital Markets ,
Capital Raising ,
Corporate Structures ,
Due Diligence ,
Financial Industry Regulatory Authority (FINRA) ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Investment ,
Regulatory Requirements ,
Strategic Planning ,
Underwriting Agreements
Last week, the updated form to be used by placement agents in connection with private placements that is required to be filed with FINRA pursuant to Rule 5123 became effective. As we had previously blogged, FINRA has amended...more
At an open meeting held yesterday morning, the Securities and Exchange Commission voted to adopt the previously proposed amendments to Regulation S-K Items 101, 103 and 105. These changes affect the Business section, Risk...more