News & Analysis as of

Securities and Exchange Commission (SEC) Regulatory Requirements New Guidance

Eversheds Sutherland (US) LLP

Dual registrant regulatory roundup - May 2025

Welcome to the Regulatory Roundup. Each month, Eversheds Sutherland Investment Services attorneys review significant regulatory developments (including notable rulemakings and guidance from securities regulators) from the...more

BCLP

SEC Staff Updates Rule 10b5-1 Interpretations

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The SEC staff recently published updates to its interpretations (CDIs) for Rule 10b5-1 – the insider trading exemption for pre-established trading plans....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

Sheppard Mullin Richter & Hampton LLP

Digital Dollars, Not Investments: SEC Staff Weighs in on Stablecoins

On April 4, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued a statement clarifying that reserve-backed U.S. dollar stablecoins are not securities, at least under current law and...more

Seward & Kissel LLP

SEC Staff Issues Bright Line Guidance for Minimum Investment Amount in Offerings to Verify Accredited Investor Status under Rule...

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On March 12, 2025, staff of the Office of Small Business Policy of the Division of Corporation Finance (the “SEC Staff”) of the Securities and Exchange Commission (the “SEC”) issued interpretive guidance in the form of a...more

DLA Piper

Redeemable, USD-Linked Stablecoins are not Securities – Latest SEC Staff Guidance

DLA Piper on

The Division of Corporation Finance at the US Securities and Exchange Commission (SEC) recently issued guidance regarding the application of federal securities laws to certain stablecoins. While this guidance, released on...more

Farrell Fritz, P.C.

(Minimum Investment) Size Matters, When it Comes to Rule 506(c) Verification

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Before 2013, issuers were prohibited from using any means of general solicitation or advertising when raising capital in the private markets.  The prohibition was perceived by many to be the single biggest impediment to...more

Vedder Price

SEC Staff No-Action Letter Allows Issuers to Rely on High Minimum Investment Amounts to Verify Purchasers in Rule 506(c) Offerings

Vedder Price on

On March 12, 2025, the staff of the Securities and Exchange Commission (“SEC”) issued no-action guidance providing that certain minimum investment amounts, along with certain written representations from the purchaser, could...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 Issues Updated Guidance for Nonpublic Review of Draft Registration Statements

On March 3, 2025, the staff of the SEC’s Division of Corporation Finance announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review....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

Alston & Bird

SEC Streamlines Process for Verifying Accredited Investor Status for Certain 506(c) Offerings Based on Minimum Investment...

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Our Investment Funds Team reviews new Securities and Exchange Commission (SEC) guidance that allows certain issuers to simplify the subscription process for 506(c) offerings....more

Foley Hoag LLP - Public Companies & the Law

SEC Expands Confidential Registration Statement Submission Process

On March 3, 2025, the Staff of the SEC Division of Corporate Finance announced an expansion of the accommodations that allow issuers to confidentially submit draft registration statements (DRSs) for nonpublic review. This is...more

BakerHostetler

SEC No-Action Letter Streamlines Verification Steps for Rule 506(c) Offerings with Sufficiently Large Minimum Investments

BakerHostetler on

On March 12, the Staff of the SEC issued interpretive guidance in a no-action letter (the No-Action Letter) agreeing with an interpretation of Rule 506(c) proposed by a major international law firm (the Request Letter). ...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

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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

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC Division of Investment Management Staff Revises Guidance on Certain Gross and Net Performance-Related Presentations

On March 19, 2025, the staff of the SEC’s Division of Investment Management (the “Staff”) updated its Marketing Compliance Frequently Asked Questions (“FAQs”) to address the inclusion by SEC-registered investment advisers 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

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