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Morrison & Foerster Discusses SEC Guidance on Disclosure for Crypto Asset Exchange-Traded Products
On July 1, 2025, the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (SEC) released new guidance[1] on disclosure requirements for offerings and registrations of securities by crypto asset exchange-traded product …
SEC Chair Discusses American Leadership in Digital Finance — Project Crypto
It gives me great pleasure to be with you all, particularly at what I believe is a defining moment for American leadership in the crypto asset markets. Before I share a few reflections, I want to thank the America First …
Insider Trading After the 2022 Rule 10b5-1 Amendment
In December 2022, the SEC finalized a major overhaul of Rule 10b5-1, which governs pre-scheduled insider trading plans. The amendment to the rule introduced several procedural safeguards designed to curb what critics saw as widespread abuse of the rule. While …
Are We Investing or Gambling?
Few in business or law are talking enough about the national legalization of sports gambling. For the last few months, anyone, in any state, has been able to place wagers on the outcome of professional baseball, basketball, hockey, and tennis …
SEC Chair Speaks on Small Business Capital Formation
Good morning. Let me begin by thanking all of you for being here and for your dedicated efforts[*]. As I mentioned at our previous meeting, this Committee serves a critical function. Its members come from every corner of …
The CLARITY Act’s Unfinished Business
After nearly two decades of regulatory uncertainty, digital assets stand at a critical juncture in American financial law. On July 18, 2025, President Trump signed the “Guiding and Establishing National Innovation for US Stablecoins Act,” known as the GENIUS Act, …
SEC Commissioner Peirce Discusses a UK-U.S. Digital Securities Sandbox
Thank you, Chairman [Chris] Hayward. You have once again gone out of your way to make me feel welcome in London. Thank you also to all of you who are here today. Before I begin, I must remind you that …
When Venture Capital’s Speed Runs Ahead of Its Due Diligence
In recent years, the failure of high-profile startups has drawn renewed attention to a persistent question in the venture capital (VC) world: How much diligence is enough when speed of investment is at a premium? Collapses at the likes of …
The Risks of Algorithm-Written MD&As
A subtle, yet potentially dangerous shift is underway in one of the most influential narrative sections of financial reports: the Management’s Discussion and Analysis (MD&A). Companies are increasingly crafting these disclosures not just for human shareholders or regulators, but for …
Shadow SEC Statement No. 6: The Not-So-GENIUS Act
On June 17, 2025, the Senate passed the GENIUS Act, shorthand for the Guiding and Establishing National Innovation for U.S. Stablecoins Act, by a bipartisan vote of 68-30, with 18 Democratic Senators supporting the Bill. The GENIUS Act would amend …
Shadow SEC Statement No. 5
Last month, we circulated Shadow SEC Statement No. 4, which urged caution in legislating major changes in the Public Company Accounting Oversight Board (“PCAOB”) or its funding. The Senate nonetheless took up a bill that would have transferred the PCAOB’s …
How Shareholders Vote When Pay and Performance Are Misaligned
Shareholders and investor advocacy groups have long criticized executives for being paid top dollar while achieving subpar returns for shareholders. In response, the Securities and Exchange Commission (SEC) passed the Dodd-Frank Act of 2010, which has two, related provisions that …
SEC Commissioner Peirce Speaks on Executive Compensation
Good afternoon. Thank you to Chairman Atkins for convening today’s roundtable and thank you to the moderators and panelists for joining us to discuss this important topic. On a recent trip to Alaska, one of the most striking sights was …
How to Fix the Crowdfunding Compliance Crisis
The U.S. investment crowdfunding market is quietly facing a crisis.
A troubling number of startups have raised capital from everyday investors under Regulation Crowdfunding (Reg CF)—and then disappeared, ghosting the crowd by failing to file the annual reports required by …
Mayer Brown Discusses SEC Concept Release on Definition of Foreign Private Issuer
On June 4, 2025, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) issued a concept release soliciting public comment on the definition of foreign private issuer (“FPI”), particularly on whether the current definition should be amended in an …
Sullivan & Cromwell Discusses SEC Withdrawal of 14 Proposed Rules
On June 12, the SEC withdrew 14 proposed rules stating that it did not intend to issue final rules with respect to the proposals and that if the SEC decides to pursue future regulatory action in any of these areas, …
A&O Shearman Discusses SEC Position on the Securities Status of Protocol Staking Activities
On May 29, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a statement concluding that certain proof-of-stake blockchain “staking” activities do not involve the offer or sale of “securities” within the meaning of the Securities …
Wachtell Lipton Discusses Cryptoasset Developments: Continued Progress Toward U.S. Regulatory Clarity
As regulators and policymakers across the federal government press forward with creating long-sought rules of the road for the cryptoasset industry, several recent developments bear particular significance for the promise of the decentralized internet, or Web3. Among these is the …
SEC Chair Speaks on Concept Release About Foreign Private Issuer Eligibility
Good afternoon. This is an open meeting on June 4, 2025 of the U.S. Securities and Exchange Commission under the Government in the Sunshine Act. Commissioners Caroline Crenshaw and Mark Uyeda are here with me in Washington, D.C., and Commissioner …