On April 4, 2025, a federal district court in Colorado dismissed a Section 11 claim arising out of a direct listing and concluded that recent Supreme Court precedent “likely forecloses Section 11 liability in the direct listing context” altogether. The …

The SEC’s Division of Corporation Finance has announced improvements to its policies for draft registration statements that will be welcomed by both companies and underwriters.

Following recent statements by Acting SEC Chair Mark Uyeda calling for a return to the …

The Bottom Line

1. Form S-3 registration statements filed by issuers who are not well-known seasoned issuers may now be declared effective before the filing of the proxy statement containing Part III information that was properly omitted from the issuer’s timely

On April 4, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a statement addressing the status of certain stablecoins under the U.S. securities laws.

The statement concludes that a narrow class of USD-backed, fully reserved, …

Good morning and welcome to the annual conference on federal and state securities cooperation, organized jointly by the North American Securities Administrators Association (“NASAA”) and the U.S. Securities and Exchange Commission (“SEC” or “Commission”).[1]  Inside the SEC, this gathering …

As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets,[1] the Division of Corporation Finance is providing its views[2] on certain types of crypto assets commonly referred to …

In an earlier post, I discussed my paper arguing that significant changes to the corporate-disclosure regime should trigger review of aspects of the securities-fraud regime. This is because the disclosure regime and the securities-fraud regime go hand-in-hand. So if …

Today [March 27], the SEC purports to walk away from the Climate-Related Disclosures Rule.[1] In building the rule, we journeyed up a mountain. The Commission spent at least four years taking input – we issued requests for information, made …

[1] Good morning and thank you for having me. Before I begin, I would like to thank ICI for the invitation to speak here today.[2] I am coming to speak before you during a time of change, both at …

On March 3, 2025, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced that it will further expand the accommodations available for issuers to submit draft registration statements for nonpublic review. These …

The Division of Corporation Finance of the Securities and Exchange Commission (the SEC) is expanding the available accommodations relating to nonpublic review of draft registration statements.

Previously, such accommodations had been available only to a subset of issuers:  In 2012, …

On Feb. 27, 2025, the SEC’s Division of Corporation Finance (“Division”) issued guidance that meme coins — defined as speculative crypto assets inspired by internet memes, cultural trends, or social media phenomena — do not constitute securities under federal securities …

With growing concern, we fear that we are watching the SEC face a death by 1,000 cuts. No, we do not mean that the SEC is likely to be abolished by either executive or legislative action (although the Department of …

The lead of the U.S. Securities and Exchange Commission’s (SEC’s) new Crypto Task Force (Task Force), Commissioner Hester Peirce, recently laid out principles for how the Task Force will approach regulation and provided a roadmap for specific issues the Task …

The Staff in the Division of Corporation Finance at the U.S. Securities and Exchange Commission has issued three new sets of guidance that may influence and potentially reshape how shareholders engage with companies going forward.

Guidance on 13G Eligibility

On …