On May 5, 2025, the Republican committee chairs in the US House of Representatives with jurisdiction over digital asset legislation released a digital asset market structure discussion draft bill (the “Discussion Draft”). The...more
5/28/2025
/ Asset Management ,
Blockchain ,
CFTC ,
Cryptocurrency ,
Decentralized Finance (DeFi) ,
Digital Assets ,
Financial Regulatory Reform ,
New Legislation ,
Proposed Legislation ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Stablecoins
On March 20, 2025, the SEC’s Staff of the Division of Corporation Finance (the “Division”) issued a statement providing its views that crypto mining activities (as defined in its statement) do not involve the offer and sale...more
The Securities and Exchange Commission’s Investor Advisory Committee (the “Committee”) will meet on Tuesday, December 10, 2024, in an open meeting, that will stream on the SEC’s website. The Committee will first hear from...more
On June 27, 2024, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 24- 09 (the “Notice”) reminding member firms that FINRA’s rules and the securities laws apply to the use of artificial...more
7/1/2024
/ Artificial Intelligence ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Services Industry ,
Innovative Technology ,
Investment Funds ,
Policies and Procedures ,
Regulatory Oversight ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
New Topics and Content Highlight FINRA’s Increased Focus on Cybersecurity, Crypto Assets, Artificial Intelligence, Market Integrity, Off-Channel Communications and Other Key Risk Areas -
On January 9, 2024, the Financial...more
1/18/2024
/ Annual Reports ,
Artificial Intelligence ,
BSA/AML ,
Cryptoassets ,
Cybersecurity ,
Financial Crimes ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Machine Learning ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
This practice note discusses market trends in 2021 relating to disclosures of climate change risks and mitigation by public companies, which are intertwined with environmental, social, and governance (ESG) issues. It also...more
1/24/2022
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Sustainability
The Securities and Exchange Commission continues to move forward with its rulemaking agenda. Yesterday, the SEC announced that it voted to adopt amendments to the MD&A disclosure requirements. These had been proposed at the...more
11/20/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On January 30, 2020, the US Securities and Exchange Commission (SEC) provided guidance (MD&A Guidance) regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of...more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
New Guidance ,
Omissions ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
In remarks last week, Securities and Exchange Commission Chair Clayton discussed the SEC’s proposed amendments to streamline and modernize the requirements for Management’s Discussion and Analysis (MD&A) disclosures. The...more
2/4/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
PCAOB ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission yesterday voted to propose amendments to the Regulation S-K requirements for Management’s Discussion and Analysis, or MD&A, and also issued agency guidance relating to MD&A. ...more
1/31/2020
/ Comment Period ,
Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
JOBS Act ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more
1/31/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Filing Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
MD&A Statements ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
On December 30, 2019, the Chair of the Securities and Exchange Commission, the SEC’s Chief Accountant, and the Director of the SEC’s Division of Corporation Finance issued a joint statement regarding the role of audit...more
1/3/2020
/ Audit Committee ,
Audited Financial Statements ,
Auditors ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
GAAP ,
Joint Statements ,
PCAOB ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Regulatory Standards ,
Reporting Requirements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Year-End Planning
Recently, the Securities and Exchange Commission approved FINRA’s proposed amendments to its Corporate Financing Rule, which are intended to modernize, simplify, and streamline the rule....more
12/27/2019
/ Corporate Financing Rule ,
Debt Securities ,
Derivatives ,
Exemptions ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Reform ,
Lock-Up Requirements ,
Offerings ,
Proposed Amendments ,
Regulatory Burden ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Underwriting ,
Venture Capital
The Securities and Exchange Commission released the report from the August 2019 Government-Business Forum on Small Business Capital Formation. The Annual Forum provides an opportunity for market participants to meet and...more
12/9/2019
/ Accredited Investors ,
Capital Formation ,
Crowdfunding ,
Emerging Growth Companies ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investment Opportunities ,
Market Participants ,
Natural Person Requirement ,
Offerings ,
Qualification Standards ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Standards ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Small Business ,
Smaller Reporting Companies ,
Sophisticated User Doctrine ,
Startups ,
Threshold Requirements ,
Tier 2 Offerings ,
Transfer Agents
Securities and Exchange Commission Chair Jay Clayton made remarks at the University of Pennsylvania, which covered a broad range of topics. Chair Clayton noted that under his tenure the SEC’s Reg Flex agenda has become less...more
This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more
9/23/2019
/ Capital Formation ,
Capital Markets ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Authority ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Financial Services Committee ,
Form 8-K ,
Insider Trading ,
Investor Protection ,
Legislative Agendas ,
PCAOB ,
Proposed Legislation ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Wage and Hour ,
Whistleblower Protection Policies ,
Whistleblowers
At the Economic Club of New York, in keynote remarks, Chair Clayton reviewed the Securities and Exchange Commission’s recent initiatives. He highlighted the Commission’s adoption of Regulation Best Interest (Reg BI). ...more
9/11/2019
/ Capital Markets ,
Fiduciary Duty ,
Financial Markets ,
Investment ,
Libor ,
Public Offerings ,
Regulation Best Interest ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Standards ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
UK Brexit
The Securities and Exchange Commission announced an open meeting for August 8th to consider whether to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures required...more
Earlier this month, FINRA responded to comments submitted regarding proposed amendments to Rule 5110 (see: https://bit.ly/2MlXCU4) and filed an amended proposal with the Securities and Exchange Commission...more
At yesterday's open meeting, the Securities and Exchange Commission adopted a final Regulation Best Interest, as well as additional guidance.
Final action relating to the broker-dealer standard of conduct had been...more
6/6/2019
/ Agency Relationship ,
Best Interest Standard ,
Broker-Dealer ,
Conflicts of Interest ,
Fiduciary Duty ,
Financial Services Industry ,
Investment Adviser ,
Investment Products ,
Regulatory Oversight ,
Regulatory Standards ,
Retail Investors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
Recently, FINRA refiled with the SEC proposed rule changes to its Corporate Financing Rule, which is Rule 5110. We had previously posted regarding FINRA’s proposed amendments, which were withdrawn. ...more
The House Financial Services Committee recently passed H.R. 1815, which is the Securities and Exchange Commission Disclosure Effectiveness Testing Act. ...more
4/23/2019
/ Best Interest Standard ,
Disclosure Requirements ,
Financial Services Committee ,
Financial Services Industry ,
Investment ,
Legislative Agendas ,
Proposed Legislation ,
Regulatory Oversight ,
Regulatory Requirements ,
Retail Investors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Testing Requirements
Late last week, the Securities and Exchange Commission (SEC) proposed rule amendments that are intended to modernize the offering related provisions of the Securities Act of 1933 (the Securities Act) and the communications...more
3/29/2019
/ BDC ,
Business Development Companies ,
Close-Ended Funds ,
Corporate Communications ,
Offerings ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
WKSIs
The Securities and Exchange Commission adopted additional amendments that are intended to simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/22/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
On Friday, the Chair of the Securities and Exchange Commission Jay Clayton, the Commission’s Chief Accountant Wes Bricker, and the Chairman of the PCAOB William Duhnke issued a statement reaffirming the significance to the...more
12/10/2018
/ Audits ,
Capital Markets ,
China ,
Cooperative Agreements ,
Financial Reporting ,
Financial Statements ,
Foreign Issuers ,
PCAOB ,
Policy Statement ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)