News & Analysis as of

Securities and Exchange Commission (SEC) Privately Held Corporations Securities Regulation

BCLP

SEC Announces Topics for Future Rule Proposals to Ease Disclosure Requirements and Simplify Capital Raising

BCLP on

On September 4, 2025, the SEC released its Spring 2025 Reg. Flex Agenda, which sets forth, among other things, “deregulatory rule proposals” relating to public company disclosure rules and requirements for private company...more

Winstead PC

The Importance of Timely Filing a Form D

Winstead PC on

On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against two private companies and one registered investment adviser (the “Parties”). These charges asserted that the Parties...more

Stinson LLP

New Exemption for M&A Brokers from Federal Broker-Dealer Registration

Stinson LLP on

Signed into law by President Biden on December 29, 2022, new provisions in the Consolidated Appropriations Act, 2023 (H.R. 2617) (Exemption) exempt certain “M&A brokers” from having to register as broker-dealers with the U.S...more

Goodwin

Private Companies: Time to Consider Repricing Underwater Stock Options?

Goodwin on

​​​​​​​Given recent market trends, many private companies have  seen valuations decline significantly, resulting in an increasing  number of service providers holding “underwater” or “out of  the money” stock options. As a...more

Mayer Brown Free Writings + Perspectives

Recalibrating Regulation of Private Markets?

In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets.  The statements have pointed to the fact that fundraising in the...more

Mintz - Securities Litigation Viewpoints

SEC Discloses Its Recommendations on Key Issues for Private Companies Weighing SPAC Transactions

On March 31, the Securities and Exchange Commission’s Division of Corporation Finance published a staff statement which outlines accounting, financial reporting, and governance issues that private companies should consider...more

Mayer Brown Free Writings + Perspectives

SPACs, IPOs and Liability Risk under the Securities Laws

Acting Director of the Securities and Exchange Commission’s Division of Corporation Finance, John Coates, provided additional comments on SPACs on April 8, 2021.  Acting Director Coates noted the “unprecedented surge” in SPAC...more

Farrell Fritz, P.C.

Gig Stock: Extension of Rule 701 Exemption for Compensatory Equity Proposed for Gig Economy Participants

Farrell Fritz, P.C. on

Private companies in the gig economy like Uber, Airbnb and GrubHub would love to issue compensatory equity to their platform participants, just like they’re able to do with their employees. ...more

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