On November 17, 2025, the U.S. Securities and Exchange Commission’s (the SEC or “Commission”) Division of Corporation Finance (the “Staff”) issued a statement announcing that the Staff will largely suspend its practice of...more
11/19/2025
/ Capital Markets ,
Corporate Governance ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
On September 29, 2025, the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (SEC) granted no-action relief to DoubleZero Foundation from the registration requirements of Section 5...more
10/20/2025
/ Blockchain ,
Cryptocurrency ,
Decentralized Finance (DeFi) ,
Digital Assets ,
Howey ,
No-Action Letters ,
Regulatory Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On October 9, 2025, in remarks at the University of Delaware’s Weinberg Center for Corporate Governance, U.S. Securities and Exchange (SEC, or the “Commission”) Chairman Paul S. Atkins spoke of what he described as “three...more
10/13/2025
/ Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Environmental Social & Governance (ESG) ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Securities Regulation ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
UPDATE: On October 9, 2025, the staff of SEC’s Division of Corporation Finance published updated guidance that provides significant flexibility for companies filing registration statements during the government shutdown. The...more
10/10/2025
/ Capital Markets ,
Disclosure Requirements ,
EDGAR ,
Filing Deadlines ,
Government Shutdown ,
Initial Public Offering (IPO) ,
New Guidance ,
No-Action Letters ,
Registration Statement ,
Regulatory Oversight ,
Regulatory Requirements ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
On September 30, 2025, the U.S. Securities and Exchange Commission (SEC) issued an order (the Order) granting conditional exemptive relief related to certain requirements of the National Market System Plan governing the...more
10/9/2025
/ Consolidated Audit Trail ,
Exemptions ,
Financial Services Industry ,
New Guidance ,
Recordkeeping Requirements ,
Regulation NMS ,
Regulatory Oversight ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Self-Regulatory Organizations
At 12:01 a.m. on Wednesday, October 1, 2025, the U.S. government shut down for the first time since 2019. It remains to be seen how long it will be until the government reopens, but an extended shutdown could have significant...more
10/2/2025
/ Capital Markets ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Government Shutdown ,
New Guidance ,
No-Action Letters ,
Proxy Statements ,
Registration Statement ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
During each annual proxy “season,” companies receive and respond to shareholder proposals and often attempt to exclude these proposals from their proxy statements through no-action requests submitted to the U.S. Securities...more
9/23/2025
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
New Guidance ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders
On September 17, 2025, the U.S. Securities and Exchange Commission (SEC or the Commission) voted to approve the issuance of a Policy Statement (the Policy Statement) providing guidance on the Commission’s views on the use of...more
9/18/2025
/ Arbitration ,
Arbitration Agreements ,
Corporate Governance ,
Disclosure Requirements ,
Federal Arbitration Act ,
Initial Public Offering (IPO) ,
Mandatory Arbitration ,
New Guidance ,
Registration Statement ,
REIT ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In this episode of the Above Board podcast, host Scott Lesmes is joined by Morrison Foerster partner and former SEC Division of Corporation Finance staffer Ryan Adams to recap major trends from the 2025 proxy season. They...more
In our latest edition of MoFo’s quarterly federal securities and Delaware corporate litigation newsletter, we provide a rundown of select developments from the second quarter of 2025.
The SEC’s New Crypto Guidance-
On July 1,...more
8/1/2025
/ Acquisitions ,
Beneficial Owner ,
Compliance ,
Cryptocurrency ,
D&O Insurance ,
Digital Assets ,
Disclosure Requirements ,
Enforcement ,
Mergers ,
New Guidance ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Shareholder Litigation ,
Shareholders
On September 27, 2024, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to Regulation S-T, resulting in major changes to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) System for SEC...more
7/29/2025
/ Compliance ,
Corporate Counsel ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Financial Markets ,
Financial Services Industry ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On June 4, 2025, the U.S. Securities and Exchange Commission (SEC) issued a Concept Release soliciting public comments on whether and how to revise the definition of a foreign private issuer (FPI) under the federal securities...more
6/10/2025
/ Capital Markets ,
Disclosure Requirements ,
Foreign Private Issuers ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 3, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the SEC) issued new guidance, effective immediately, expanding the accommodations available for...more
On February 27, 2025, the staff of the Securities and Exchange Commission’s Division of Corporate Finance (the “staff”) released its views on “meme coins,” stating that under certain circumstances, the offer and sale of “meme...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more
2/14/2025
/ Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Financial Services Industry ,
No-Action Letters ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Many companies are in the midst of preparing their year-end Annual Reports on Form 10-K and looking ahead to their annual meeting of shareholders. In addition to changes to rules, regulations and disclosure trends, the...more
2/7/2025
/ Artificial Intelligence ,
Climate Action Plan ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Donald Trump ,
Executive Orders ,
Form 10-K ,
Geopolitical Risks ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Tariffs
On December 20, 2024, the Securities and Exchange Commission (SEC or the “Commission”) announced charges against several entities that failed to file a Form D within 15 days of a private sale of securities. These entities,...more
1/8/2025
/ Civil Monetary Penalty ,
Compliance ,
Enforcement Actions ,
Filing Deadlines ,
Filing Requirements ,
Form D Filing ,
Investment Adviser ,
Private Equity ,
Private Funds ,
Registration Requirement ,
Regulation D ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
On August 8, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted a proposal to amend its rules regarding penny stocks (i.e., stocks trading below a $1.00 minimum bid price) to make it easier for Nasdaq to delist them....more