Securities Exchange Act, Regulatory Requirements

SEC Staff Clarifies That Certain Dollar-Backed Stablecoins Do Not Implicate the Securities Laws

Latham & Watkins LLP on 4/25/2025

The Staff noted that a stablecoin generally is not subject to SEC jurisdiction if it is not an investment and used solely for commercial activity....more

Addressing Issue Of First Impression, Southern District Of New York Dismisses Action Seeking To Impose Short-Swing Liability...

A&O Shearman on 3/26/2025

On March 14, 2025, Judge John P. Cronan of the United States District Court for the Southern District of New York granted summary judgment in favor of defendants in an action brought under Section 16(b) of the Securities...more

The SEC’s Staff of the Division of Corporation Finance Clarifies Its Views on Crypto Mining

Mayer Brown Free Writings + Perspectives on 3/24/2025

On March 20, 2025, the SEC’s Staff of the Division of Corporation Finance (the “Division”) issued a statement providing its views that crypto mining activities (as defined in its statement) do not involve the offer and sale...more

Writing on a New SLATE – DWT's FINRA Expertise

Davis Wright Tremaine LLP on 3/20/2025

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

SEC Expands Nonpublic Review Process for Draft Registration Statements

K&L Gates LLP on 3/18/2025

On 3 March 2025, the Division of Corporation Finance of the Securities and Exchange Commission (the SEC) announced that it is expanding the scope of availability for companies to submit draft registration statements for...more

Southern District Of New York Denies Digital Asset Trading Company’s Motion For Judgment On The Pleadings

A&O Shearman on 3/13/2025

On February 7, 2025, Judge Paul A. Engelmayer of the United States District Court for the Southern District of New York denied a motion for judgment on the pleadings in a putative class action against a cryptocurrency...more

SEC staff expands availability of nonpublic registration statement review process

Hogan Lovells on 3/12/2025

On March 3, the SEC’s Division of Corporation Finance announced that it has expanded the availability of the nonpublic review process for registration statements under which issuers may voluntarily submit draft Securities Act...more

A Significant Development for Broker-Dealers Quoting Fixed Income Securities

Davis Wright Tremaine LLP on 3/10/2025

As a follow-up to our prior discussion in this area, this article addresses a recent exemption issued to the New York Stock Exchange ("NYSE") by the Securities and Exchange Commission ("SEC") that allows for increased trading...more

SEC Expands Accommodations for Issuers Submitting Draft Registration Statements

Mayer Brown Free Writings + Perspectives on 3/7/2025

On March 3, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced a new policy, with immediate effect, expanding the accommodations available for issuers that...more

SEC to Expand Confidential Filing Privileges

Sheppard Mullin Richter & Hampton LLP on 3/7/2025

The U.S. Securities and Exchange Commission (SEC) has announced significant changes to its confidential filing procedures, aiming to support capital formation and provide greater flexibility for companies planning public...more

SEC Announces Measures to Facilitate Capital Formation

Akin Gump Strauss Hauer & Feld LLP on 3/6/2025

In March 2025, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of...more

Shareholder Proposals – The Great Reset Again! (Part 2)

DLA Piper on 3/5/2025

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is...more

Finally, clarity (or perhaps, “clarity-ish”)

Seward & Kissel LLP on 3/3/2025

After years of refusing to give clear answers on the issue of which tokens are securities, the SEC has finally provided some clarity, at least with respect to meme coins: they are not securities. Well, actually, not quite;...more

SEC staff revives former guidance on shareholder proposals raising social policy issues

Hogan Lovells on 2/28/2025

On February 12, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M) to update its guidance on the “economic relevance” and “ordinary business” exclusions in Exchange Act Rule 14a-8, which...more

SEC Extends Compliance Dates and Provides Temporary Exemption for Rule Related to Clearing of U.S. Treasury Securities

Mayer Brown Free Writings + Perspectives on 2/26/2025

On February 25, 2025, the SEC extended the compliance dates for Rule 17ad-22(e)(18)(iv)(A) and (B) under the Securities Exchange Act for eligible cash market transactions by one year to December 31, 2026, and for eligible...more

No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L

Bass, Berry & Sims PLC on 2/19/2025

On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates...more

SEC Announces One Year Delay in Filing Obligations under Rule 13f-2 and Corresponding Form SHO

Foley Hoag LLP on 2/17/2025

On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted Rule 13f-2 and related Form SHO pursuant to the Securities Exchange Act of 1934. Rule 13f-2 requires that any party meeting the definition of...more

Back to the Future: SEC Staff Issues Sweeping New Guidance on Shareholder Proposals Mid-Season

Morrison & Foerster LLP on 2/14/2025

On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more

Ropes & Gray’s Investment Management Update December 2024 – January 2025

Ropes & Gray LLP on 2/12/2025

On February 7, 2025, the SEC issued an order postponing compliance requirements with Rule 13f-2 under the Securities Exchange Act and reporting requirements on Form SHO. As a result, initial Form SHO reports from...more

SEC Rule 13f-2 and Form SHO: New Short Position Reporting Requirements for Certain Investment Managers

Winstead PC on 1/27/2025

The Securities and Exchange Commission (the “SEC”) recently adopted Rule 13f-2 and Form SHO under the Securities Exchange Act of 1934 (the “Exchange Act”), implementing provisions of the Dodd-Frank Wall Street Reform and...more

Legal Update: Nasdaq Board Diversity Rules Struck Down in Court

Robinson & Cole LLP on 1/21/2025

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc in Alliance for Fair Board Recruitment v. SEC, held that the approval by the U.S. Securities and Exchange Commission (SEC) of the Nasdaq...more

SEC v. Binance: Court Decides Majority of Claims Can Proceed but Expresses Skepticism of SEC’s Application of Law to the...

Fenwick & West LLP on 7/5/2024

Of particular importance for the crypto industry, the opinion analyzes the SEC’s allegations that Binance and BAM offered and sold various tokens and programs to investors as investment contracts without registering them with...more

Securities Exchange Act › Regulatory Requirements