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Compliance Disclosure Requirements Securities Regulation

Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory violations. ... more +
Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory violations.  In response to many corporate scandals evidencing rampant unethical business practices, many nations, including the United States, began passing strict regulatory frameworks aimed at curbing these abuses. Notable pieces of legislation in this area include the U.S. Foreign Corrupt Practices Act (FCPA), Sarbanes-Oxley (SOX), and the U.K. Bribery Act, to name a few. The foregoing statutes and the severe penalties often associated with them form the basis of many modern institutional compliance programs. less -
Maynard Nexsen

When Firms Receive Written Notice of Outside Business Activities

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In the world of outside business activity (OBA) disclosure, many FINRA enforcement actions center on whether a registered person gave, or did not give, prior written notice of those activities to their member firm. These...more

King & Spalding

New Marketing Rule FAQs Facilitate Compliance on Net Performance

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On March 19, 2025, the SEC Staff published two Marketing Rule FAQs that address some of the more challenging aspects of the Marketing Rule requirement to present net performance information. Specifically, the FAQs provide a...more

Lowenstein Sandler LLP

SEC Updates Guidance on the Use of Gross and Net Performance in Advertisements

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On March 19, the Securities and Exchange Commission (SEC) issued a new FAQ response1 that softens prior guidance on the use of gross and net performance in advertisements. The new FAQs (the New Guidance) reduce the burden of...more

Seward & Kissel LLP

Exchange-Traded Fund Fails to Clear SEC Staff Comment Process Prior to Launch

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Who may be interested: Exchange-Traded Funds, Registered Funds and their Investment Advisers - Quick Take: The Staff of the Securities and Exchange Commission (SEC) Division of Investment Management publicly issued a...more

Flaster Greenberg PC

SEC Offers Updated Guidance for Rule 506(c) Private Placements

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On March 12, 2025, the SEC published a No-Action Letter clarifying accredited investor verification requirements under Rule 506(c)....more

Mayer Brown Free Writings + Perspectives

Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance...

AT A GLANCE - On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Non-WKSI Form S-3 Registration Process; Disclosure Requirements for Foreign Private Issuers

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure...more

Ropes & Gray LLP

New SEC Staff Guidance Allows Effectiveness of Non-Automatically Effective Form S-3s before Filing of Proxy Statement

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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...more

Oberheiden P.C.

Regulation A+: The Ultimate Guide from Eligibility to Compliance

Oberheiden P.C. on

Regulation A+ has emerged as a powerful tool for companies seeking to raise capital from both accredited and non-accredited investors. This Regulation A+ Offerings Guide provides a comprehensive overview of Regulation A+,...more

Whiteford

Client Alert: New SEC Updates Simplify Accredited Investor Verification for Rule 506(c) Offerings

Whiteford on

On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule...more

Davis Wright Tremaine LLP

SEC Updates Marketing Rule Guidance

On March 19, 2025, the SEC made two significant updates to the Marketing Rule's FAQ page. DWT discussed the SEC's recently adopted Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940) in our 2024 post, and...more

Cadwalader, Wickersham & Taft LLP

Regulation in Flux, March 2025 - The UK’s FCA Publishes Bulletin on Leaks of Market Sensitive Information

In Primary Market Bulletin 54, the Financial Conduct Authority ("FCA") addresses concerns about deliberate, unintentional and unlawful disclosure of market sensitive information during ongoing M&A transactions. Leaks to the...more

Mayer Brown Free Writings + Perspectives

Reiteration of Existing Principles-Based Guidance and Updated CDIs

On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and...more

McDermott Will & Emery

SEC Eases Marketing Rule Net Performance Requirement

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On March 19, 2025, the US Securities and Exchange Commission’s (SEC) Division of Investment Management updated its frequently asked questions (FAQs) related to Rule 206(4)-1 (the Marketing Rule) under the Investment Advisers...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues Guidance on Effectiveness of Form S-3 After Filing Form 10-K but Prior to Filing Part III Information

On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more

Kohrman Jackson & Krantz LLP

OTC Markets Launches New Market Tier: OTC Pink Companies Must Act Now to Avoid Downgrade

Starting July 1, 2025, the OTC Markets Group will introduce OTCID Basic Market, replacing the current Pink Current tier. The OTC believes that this change will enhance transparency and provide investors with clearer insights...more

Mayer Brown

Resolução CVM 226 entra em vigor com modernizações do Marco Legal das Garantias

Mayer Brown on

AT A GLANCE - A Resolução CVM 226, em vigor desde 10 de março de 2025, incorpora modernizações trazidas pelo Marco Legal das Garantias, revogando a necessidade de registro da escritura de emissão de debêntures em juntas...more

Davis Wright Tremaine LLP

Writing on a New SLATE – DWT's FINRA Expertise

The SEC's Rule 10c-1a now mandates the reporting of securities loans, marking a significant regulatory shift. Potential challenges in implementing SLATE, including the need for possible adjustments to data dissemination...more

Ropes & Gray LLP

SEC Defers Names Rule Compliance Date; Permits Rolling Compliance for Existing Funds

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On March 14, 2025, the SEC issued a release (the “Release”) that (i) for new funds, defers by six months the compliance date for amendments to Rule 35d-1 under the 1940 Act (the “Names Rule”) (described in a Ropes & Gray...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

DLA Piper on

The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...more

Oberheiden P.C.

Regulation CF: An Ultimate Guide to the SEC’s Crowdfunding Regulation

Oberheiden P.C. on

Early crowdfunding often broke securities laws due to unregistered offerings. In 2015, the SEC's Regulation Crowdfunding (Regulation CF) addressed this, stemming from the JOBS Act. It provides an exemption for certain...more

Cozen O'Connor

SEC Staff Releases Updated Guidance on Private Offerings Involving General Solicitation

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On March 12, 2025, the staff of the Securities and Exchange Commission (SEC) issued a series of updates to the Securities Act Rules Compliance and Disclosure Interpretations (C&DIs), primarily affecting exempt offerings under...more

Ropes & Gray LLP

Share Class Structures for Mutual Funds/ ETFs: How Fund Groups Can Begin Preparing for Anticipated SEC Exemptive Relief

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This white paper is intended to guide and inform registered funds, their sponsors and other service providers and their boards (“Boards”) as they prepare to take advantage of potentially forthcoming exemptive relief (the...more

DLA Piper

SEC Updates Guidance Regarding Exempt Offerings

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On March 12, 2025, the Securities and Exchange Commission (SEC) published updates to its Compliance and Disclosure Interpretations (C&DIs) related to exempt offerings under the Securities Act of 1933 (Securities Act). These...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

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