Blue Sky Laws: Defending State-Level Securities Violations
Payment for Order Flow (PFOF) and Gamification: Your Questions Answered
Business and Legal Issues Around Blockchain and Cryptocurrencies
Summer Enforcement Action Review; Raising Money in a Pandemic - Investment Management Roundtable Discussion
Videocast: Asset management regulation in 2020 videocast series – The annuity regulatory landscape
Videocast: Asset management regulation in 2020 videocast series – FinTech initiatives
Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
On August 5, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission ("SEC") issued a statement ("Statement") providing interpretive clarity on the application of federal securities laws to...more
The Accelerated Settlement Taskforce is currently examining a potential migration by the U.K. from a so-called T+2 to a T+1 settlement standard, i.e., reducing the time it takes for securities transactions to settle, having...more
On February 13, 2024, the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of Treasury (Treasury) issued a "Notice of proposed rulemaking" (proposed rule) that would require Securities Exchange Commission...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
In a recent speech, SEC Chairman Gary Gensler quoted the first chairman of the SEC, Joseph Kennedy, who noted, “No honest business need fear the SEC.” Unfortunately, Gensler failed to note that as the SEC often explains,...more
On August 3, 2022, the Securities and Exchange Commission (SEC) staff published a Q&A-Styled Bulletin focused on conflicts of interest under the Investment Advisers Act of 1940 (Advisers Act) and Regulation Best Interest (Reg...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
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 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If...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
To increase access to liquidity for smaller municipal issuers facing unprecedented budget shortfalls and loss of revenues as a result of the COVID-19 virus, on June 16, 2020 the SEC issued an Order granting a limited and...more
The SEC announced charges against alcohol producer Diageo plc for failing to make required disclosures of known trends relating to the shipments of unneeded products by its North American subsidiary to distributors. Diageo...more
Litigation Risks Posed by the SEC’s Regulation Best Interest - Pete Tepley and Meredith Lees highlight litigation risks posed by the SEC’s Regulation Best Interest (Reg-BI), litigation risks that may arise from Reg-BI’s...more
On December 18, 2019, the SEC proposed amendments to its definition of “accredited investor” to add new categories of qualifying natural persons and entities able to participate in certain exempt offerings without specific...more
My young boys will sometimes chase me around the house, catch me, and yell “gotcha” as they drag me off to their pretend jail. No matter how much I plead that I’ve done nothing wrong, I always end up in jail, despite having...more
On November 26, 2019, the New York Stock Exchange (NYSE) filed a notice of proposed rule change with the Securities and Exchange Commission (SEC) that would have modified NYSE’s direct listing rules to (1) permit companies to...more
In response to the proliferation of direct placements of municipal securities with financial institutions over the past decade, the Securities and Exchange Commission (SEC) has proposed a regulatory change to clarify the role...more
Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in July 2019. ...more
On September 4, 2019, the Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) released a new Risk Alert regarding principal trading and agency cross transactions under Section...more
Adoption in 1962 - The SEC has regulated custodial practices of investment advisers since 1962, when it first adopted rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”) under...more
Failures by a number of investment advisers to comply with certain rules governing principal and agency cross trades has prompted the compliance inspections staff of the Securities and Exchange Commission (SEC) to issue a...more
In its first fee rate advisory for fiscal year 2020, the SEC announced that filing fees applicable to securities registrations by public companies and other issuers will be increased by 7.1%: from $121.20 to $129.80 per...more
The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year. ...more
While monitoring SEC comment letters, we recently came across the batch of SEC comment letters issued to Uber Technologies, Inc. in connection with its IPO registration statement that was declared effective on May 9, 2019. ...more
On July 11, 2018, the Securities and Exchange Commission (SEC) issued a risk alert outlining certain compliance issues identified by its Office of Compliance Inspections and Examinations (OCIE) related to the obligation to...more