On May 19, 2026, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the registration framework under the Securities Act of 1933 (the Securities Act) intended to modernize and streamline the registered...more
The SEC today proposed amendments that would represent a sweeping overhaul of the registered offering framework if adopted. The proposed amendments would significantly expand access to Form S-3 and shelf registration,...more
On April 16, 2026, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued an exemptive order granting an exemption (the “Exemption”) from Rules 13e-4(f)(1) and 14e-1(a) and (b) of the...more
On March 19, 2026, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance issued a new Corporation Finance Interpretation (or “CFI,” formerly referred to as “Compliance and Disclosure...more
Recently, the SEC’s Division of Corporation Finance published new Corporation Finance Interpretation (CFI, formerly referred to as Compliance and Disclosure Interpretations, or C&DIs) 116.26, addressing a discrete but...more
Our Cooley teams are working with clients to plan ahead for the looming government shutdown. For companies on the verge of the IPO, the staff has informally shared an important pre-shutdown accommodation that we didn’t have...more
Recent changes to the UK public offer, admission to trading and prospectus regime from January 19, 2026 have implications for issuers and other parties involved in debt capital markets transactions offered, or listed on a...more
The U.S. government’s current fiscal year ends on Sept. 30. If Congress does not pass an appropriations bill or a continuing resolution (which temporarily extends funding) by Oct. 1, a government shutdown will occur. ...more
On August 5, 2025, the Securities and Exchange Commission Division of Corporation Finance released a statement on liquid staking as a follow-on to its May 29, 2025, protocol staking statement. The liquid staking statement...more
Calendar notes when financial go stale for issuers with fiscal years ending December 31, 2025....more
The Ontario Securities Commission (“OSC”) published for comment proposed amendments to OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions and proposed changes to the related companion...more
On May 29, 2025, the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (SEC) issued a statement[1] (the “Staking Statement”) concluding that certain protocol staking...more
On April 10, 2025, the SEC’s Division of Corporation Finance (the Division) released a statement providing its views on disclosure requirements for Offerings and Registrations of Securities in the Crypto Asset Markets....more
On April 10, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (the Staff) published a Statement on Offerings and Registrations of Securities in the Crypto Asset Markets (the Statement)....more
The Trump administration continues its efforts to relax digital asset regulation, including most recently by exempting decentralized finance ("DeFi") apps and wallets from tax reporting and through Securities and Exchange...more
On April 10, 2025, the SEC’s Division of Corporation Finance issued a staff statement (the “Statement”) titled “Offerings and Registrations of Securities in the Crypto Asset Markets.” This development underscores the...more
On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more
Interpretive guidance unlocks general solicitation in Regulation D offerings with user-friendly, bright-line approach. On March 12, 2025, Latham & Watkins obtained SEC Staff guidance on the use of general solicitation in...more
As news stories about AI have surged, so have enforcement actions by the SEC alleging fraudulent statements about AI capabilities....more
On September 16, 2024, the United States Securities and Exchange Commission (“SEC” or the “Commission”) brought charges against Kubient, Inc.’s (“Kubient”) former chairman and chief executive officer (“CEO”) for allegedly...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
Calendar notes when financial statements go stale for issuers with fiscal years ending December 31, 2024....more
Ether ETFs Begin Public Trading, Generate $1.07B in Cumulative Volume - According to reports, on July 23, nine different spot ether (ETH) exchange-traded funds (ETFs) from eight different issuers began public trading on...more
The securities regulators in Alberta, British Columbia, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan have published a temporary exemption that allows exempt market dealers (“EMDs”) to participate in prospectus...more
The Saudi Exchange published its guideline manual for foreign companies offering and/or listing on its Main Market. While current capital markets regulations and rules in Saudi Arabia permit such offerings, the lack of a...more