The United States Court of Appeals for the Second Circuit recently issued a per curiam opinion in Knapp v. Barclays PLC, affirming the dismissal of a putative securities class action arising from a reverse split of...more
With this fourth SEC approval, share class ETFs are now ready to go live. Since late 2025, the SEC has provided exemptive relief to dozens of managers under Section 18(f), among other provisions, for mutual funds to...more
On March 19, 2026, the SEC’s Division of Corporation Finance issued new Corporation Finance Interpretation 116.26, providing guidance for issuers conducting at-the-market offerings (ATMs) under Form S-3. The interpretation...more
In Knapp v. Barclays PLC, No. 25-1631, 2026 WL 806009 (2d Cir. Mar. 24, 2026), the United States Court of Appeals for the Second Circuit handed down an important win for issuers, underwriters and other participants in the...more
On March 19, 2026, the Division of Corporation Finance of the SEC issued a new Corporate Finance Interpretation (CFI) 116.26, (formerly known as Compliance and Disclosure Interpretations), providing meaningful relief for...more
On March 19, 2026, the SEC issued guidance clarifying that a public company conducting an at‑the‑market (ATM) offering pursuant to a previously filed ATM prospectus supplement may sell the full amount of securities covered by...more
On March 19, 2026, the SEC staff issued a new Compliance and Disclosure Interpretation (Question 116.26) addressing how Form S-3 eligibility may impact an existing at-the-market (ATM) offering. The interpretation considers a...more
This year’s IPO Report offers a detailed IPO market review and outlook, including an overview of key trends shaping the IPO landscape. We analyze the effects of current market conditions on issuers in key industries, chart US...more
On February 26, 2026, Judge Araceli Martínez-Olguín of the United States District Court for the Northern District of California granted a motion to dismiss a purported securities class action brought against a footwear and...more
The Monetary Authority of Singapore (MAS) and the Singapore Exchange Regulation (SGX RegCo) each issued on a consultation paper on January 9, 2026, on the proposed regulatory framework for a new Global Listing Board to be...more
Our Securities Litigation Group examines a recent Ninth Circuit ruling arising from Robinhood’s IPO....more
On Saturday, January 31, funding lapsed for many government agencies – including the Securities and Exchange Commission. Unlike the government shutdown we experienced last fall, many folks expect the current shutdown to be...more
To quote Bill Murray, “Well, it's Groundhog Day... again...” In other words, it is time to revisit what happens with respect to the SEC if the threatened partial shutdown of the U.S. Government comes to pass...more
If the US Government shutdown drags on, market participants will start to ask what options are available to get pending deals across the finish line while the SEC is not able to declare registration statements effective....more
New Corp Fin Director Jim Moloney delivered remarks a few days ago at Northwestern’s annual Securities Regulation Institute that are notable – and in line with the theme of Chairman Atkins’ October speech in which he stated...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more
Under its current leadership, the SEC has emphasized capital formation as a key priority. Consistent with that focus, on September 17, 2025, the SEC issued a policy statement clarifying that the presence of mandatory investor...more
On December 11, 2025, the House of Representatives passed a package of 22 bills that aim to lower regulatory requirements relating to several different aspects of the securities and capital markets in the United States —...more
The SEC’s recent policy change on issuer-investor mandatory arbitration provisions has prompted quick reactions from proxy advisors and early adopters in the market—setting the stage for renewed debate over whether companies...more
On September 17, 2025, the Securities and Exchange Commission (SEC) announced that the presence of a mandatory arbitration provision in a company’s governing documents will not impact the agency’s decisions about whether to...more
The US Court of Appeals for the Ninth Circuit recently affirmed dismissal of a securities claim against an auditor, holding it was not strictly liable for alleged misstatements in its client’s initial public offering....more
Your Post-Shutdown IPO Roadmap - The 43-day government shutdown is (finally) over, with an appropriations bill signed into law late on Wednesday, November 12th, and the SEC Staff promptly returning to work on Thursday,...more
On September 17, 2025, the SEC issued a policy statement to the effect that the presence of a mandatory arbitration clause in an issuer’s governing documents with respect to investor claims arising under the federal...more
After the government reopened on November 13, 2025, the United States Securities and Exchange Commission (SEC) issued a statement including questions and answers (Q&A) related to filings made during or after the federal...more