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
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
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
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
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
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
In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that...more
Yesterday, the Securities and Exchange Commission proposed a rule to implement Section 27B of the Securities Act. This section was added as a result of the addition of Section 621 of the Dodd-Frank Act, which was a late...more
The Securities and Exchange Commission recently announced it will hold an open meeting on January 25, 2022, which will be webcast, in order to consider whether to propose a new rule to implement Section 27B of the Securities...more
On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure...more
At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022,...more
Last week, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission posted a sample comment letter (see the sample letter) in order to provide guidance to reporting companies regarding the...more
On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules. These are included in the Staff’s Proxy Rules and...more
The Securities and Exchange Commission announced an open meeting to be held on December 14, 2022 to consider a number of matters, including the final amendments to Rule 10b5-1 under the Securities Exchange Act....more