News & Analysis as of

Securities and Exchange Commission (SEC) New Guidance Disclosure Requirements

Fenwick & West LLP

SEC Staff Offers New Guidance on Crypto Disclosure, Stablecoins

Fenwick & West LLP on

On April 10, the SEC staff articulated how existing disclosure requirements under the federal securities laws apply to offerings and registrations involving crypto assets....more

Vedder Price

SEC Division of Corporation Finance Staff Issues Guidance on Crypto Assets

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As previously summarized here, since SEC Commissioner Mark T. Uyeda was named Acting Chairman on January 21, 2025, the SEC has significantly shifted its approach to cryptocurrency regulation and enforcement actions, including...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Updates CDIs on Rule 10b5-1

On April 25, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 by issuing two new CDIs,...more

Keating Muething & Klekamp PLL

Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations

On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Disclosure Guidance for Crypto Asset Offerings, Registrations

On April 10, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) published a statement providing its views about the application of certain disclosure requirements under the federal securities laws to...more

McGuireWoods LLP

SEC Updates Marketing Rule FAQs to Provide Additional Performance Presentation Flexibility

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On March 19, 2025, the staff of the Securities and Exchange Commission (SEC) updated the FAQ page pertaining to Rule 206(4)-1 (the Marketing Rule) under the Investment Advisers Act of 1940. The updated guidance permits...more

Vedder Price

SEC Provides Helpful Marketing Rule FAQ Guidance

Vedder Price on

On March 19, 2025, the Securities and Exchange Commission (“SEC”) updated its frequently asked questions (FAQs) relating to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the “Marketing Rule”). The new FAQs permit...more

Mintz - Venture Capital & Emerging Companies...

SEC Provides Further Clarity in Rule 506(c) Offerings

On March 12, 2025, the Securities and Exchange Commission (the “SEC”) issued a No-Action Letter that provided guidance regarding the ways issuers can satisfy the accredited investor verification requirements of offerings made...more

Cadwalader, Wickersham & Taft LLP

SEC Updates Guidance on Lock-Up Agreements and Cash Tender Offers

The Securities and Exchange Commission (SEC) has recently updated Compliance and Disclosure Interpretations (C&DIs) regarding lock-up agreements and tender offers, offering notable clarifications for corporations considering...more

DLA Piper

SEC Clarifies When Gross-Only Performance May Be Permissible

DLA Piper on

The US Securities and Exchange Commission staff (Staff) has issued revised guidance regarding the application of Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (Marketing Rule), providing flexibility for...more

Morrison & Foerster LLP

SEC Staff Issues New Marketing Rule FAQs

On March 19, 2025, the staff of the SEC’s Division of Investment Management issued two new FAQs related to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the “Rule”). The new guidance reduces the complexity of the...more

Lowenstein Sandler LLP

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

Lowenstein Sandler LLP on

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

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

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

K&L Gates LLP

SEC Marketing Rule FAQs Yield New Guidance

K&L Gates LLP on

On 19 March 2025, the Securities and Exchange Commission staff issued updated frequently asked questions (FAQs) relating to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the Marketing Rule) (available here)....more

Ropes & Gray LLP

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

Ropes & Gray LLP on

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

BCLP

SEC Staff Issues Welcome Guidance on Extracted Performance and Portfolio Characteristics Under the Marketing Rule

BCLP on

On March 19, 2025, the staff of the U.S. Securities and Exchange Commission (the “SEC”) updated its Frequently Asked Questions (“FAQ”) pertaining to Rule 206(4)-1 (the “Marketing Rule”) under the Investment Advisers Act of...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

Latham & Watkins LLP

SEC Staff Issues FAQs That Relax Marketing Rule Restrictions

Latham & Watkins LLP on

The FAQs provide investment advisers greater flexibility to present investment performance solely on a gross basis. On March 19, 2025, the Securities and Exchange Commission (SEC or the Commission) Staff released two new...more

BCLP

New SEC Staff Guidance on Verification of Investor Accreditation in Private Placements Involving General Solicitation

BCLP on

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

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

BCLP

SEC Staff Issues New Guidance on M&A Lockups and All-cash Tender Offers

BCLP on

The SEC staff recently published new guidance for voting commitments in public M&A transactions and all-cash tender offers....more

BCLP

SEC Reinstates Shareholder Proposal Guidance Rescinded Under Chairman Gensler

BCLP on

In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more

K&L Gates LLP

United States: SEC Issues New Guidance on Schedule 13G Eligibility

K&L Gates LLP on

The SEC’s Division of Corporation Finance recently issued new guidance regarding when shareholders can file beneficial ownership reports on Schedule 13G. While the 11 February 2025 Compliance and Disclosure Interpretation...more

Seward & Kissel LLP

SEC Staff Issues Guidance on Tailored Shareholder Reports

Seward & Kissel LLP on

Who may be interested: Registered Investment Companies; Investment Advisers - Quick Take: The staff of the Division of Investment Management’s Disclosure Review & Accounting Office (Staff) issued an Accounting and...more

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