Sky Blog
Whose interests do public pension funds serve? On the one hand, they have a fiduciary duty to maximize value for the pension fund participants whose retirement savings they invest. On the other, they can use their considerable ownership stakes to …
Congress seems on its way to passing the first piece of federal crypto-regulation, the Guiding and Establishing National Innovation for U.S. Stablecoins – or GENIUS – Act. The law would create a comprehensive regulatory framework for payment stablecoins, which are …
In 2024, the Securities and Exchange Commission (SEC) issued Wells notices to at least 13 crypto companies – several of which were decentralized finance (DeFi) platforms – including Uniswap Labs (Uniswap), the second largest decentralized exchange (DEX) by trading volume
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 …
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 …
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 …
In a recent study, we examine how political ideology affected SEC commissioners’ stances on whether to adopt the International Financial Reporting Standards (IFRS). Our findings reveal a partisan divide that stalled decision-making and left the U.S. as an outlier in …
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 …
In a new article, we focus on the Securities and Exchange Commission’s enforcement of the CEO and CFO certification requirement pursuant to the Sarbanes-Oxley Act (SOX). The article analyzes the appropriate interpretation of the statute’s reach, the SEC enforcement proceedings …
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 …