On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under...more
In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act...more
On May 22, 2025, the SEC brought a case of affinity fraud before the U.S. District Court for the Northern District of California against Bay Area real estate investor Kenneth Mattson alleging more than $46 million in...more
On June 12, 2025, Representative Troy Downing (R-MT) introduced H.R. 3959, the “Protecting Private Job Creators Act.” The bipartisan bill, co-sponsored by Representative Cleo Fields (D-LA), would categorically exempt...more
The Supreme Court is currently deciding whether to hear a case that could have significant implications for auditors, law firms, and other professional services companies that assist public companies. Amicus briefs filed on...more
The SEC’s dismissal of recent “unregistered dealer” enforcement actions cements a scaling back of the dealer definition and reflects a policy shift from the prior SEC....more
On May 15, 2025, the staff of the Division of Trading and Markets (the “Staff”) of the Securities and Exchange Commission (“Commission”) released responses to frequently asked questions (“FAQs”) relating to crypto assets and...more
On May 23, 2025, in a significant decision with implications for future short-swing trading claims, the United States Court of Appeals for the Second Circuit Court affirmed two district court decisions holding that a...more
Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance...more
During the first four months of 2025, at least eight companies listed on the Singapore Exchange (SGX) announced potential delisting and at least 11 SGX-listed companies announced that they have received privatization offers...more
Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more
Is a report by a short seller followed by a stock decline enough to plead securities fraud? This month, the Fourth Circuit considered this issue. In Defeo v. IonQ, Inc., a group of investors sued IonQ, a developer of quantum...more
On March 25, 2025, the Securities and Exchange Commission (“SEC”) held a Crypto Task Force roundtable to explore regulatory considerations surrounding custody of crypto assets through broker-dealers and other financial...more
On April 10, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) issued a statement aimed at providing greater clarity on the application of federal securities laws to crypto assets....more
Yesterday's Wall Street Journal includes a story about the possible delisting of shares of Chinese companies. Shares of companies that are listed, or authorized for listing, on a national securities exchange (or tier or...more
On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs...more
Yesterday, the Senate confirmed Paul Atkins as the new SEC Chair. Acting Chair Mark Uyeda will continue at the SEC serving as a SEC Commissioner. Paul is a former SEC Commissioner, serving in that role from 2002 to 2008 and...more
On March 3, 2025, the Securities and Exchange Commission (the “SEC”) expanded the accommodations for the confidential submission and review of registration statements under the Securities Act of 1933 (the “Securities Act”) or...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) released new guidance regarding shareholder proposals submitted pursuant to Rule 14a-8 under the Securities...more
The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more
On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure...more
The Division’s statement specifically addresses the mining of crypto assets that are intrinsically linked to the programmatic functioning of a public, permissionless network. These assets, referred to by the Division as...more
On March 3, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it is expanding the accommodations available to issuers submitting nonpublic draft registration statements for staff...more
On February 26, 2025, Judge Michael W. Fitzgerald of the United States District Court for the Central District of California granted a motion to dismiss a putative class action against a producer of plant-based meat...more
As a follow-up to our prior discussion in this area, this article addresses a recent exemption issued to the New York Stock Exchange ("NYSE") by the Securities and Exchange Commission ("SEC") that allows for increased trading...more