News & Analysis as of July 30, 2025

Safe Harbors

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The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -

Litigation developments: federal forum provisions

Recent SEC Corp/Fin Interpretations of Interest

Troutman Pepper Locke on 3/31/2025

In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

Akin Gump Strauss Hauer & Feld LLP on 3/17/2025

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on 9/4/2024

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

SEC Adopts Climate-Related Disclosure Regulations

Seward & Kissel LLP on 3/11/2024

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change. The new rules, which the SEC originally proposed in March 2022,...more

SEC Adopts Final Climate Rules

Stinson - Corporate & Securities Law Blog on 3/7/2024

The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on 1/26/2024

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

U.S. Capital Markets Regulations Affecting U.S. Companies - August 2022

Pillsbury Winthrop Shaw Pittman LLP on 8/3/2022

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on 5/6/2022

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Pillsbury Winthrop Shaw Pittman LLP on 4/18/2022

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

Enhancement and Standardization of Climate-Related Disclosures for Investors: Securities and Exchange Commission Proposed Rule

Mitchell, Williams, Selig, Gates & Woodyard,... on 3/23/2022

The Securities and Exchange Commission (“SEC”) announced a proposed rule on March 21st that would mandate that domestic or foreign registrants include certain climate-related information in registration statements and...more