On July 1, 2025, the staff of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (the “SEC”) issued another in a series of statements regarding crypto assets. This particular statement, titled “Crypto Asset Exchange-Traded Products,” (the “Statement”) details how certain disclosure requirements under the federal securities laws apply to offerings and registrations of securities by issuers of crypto asset exchange-traded products (“crypto asset ETPs”).  The Statement applies to crypto asset ETPs with the following characteristics:

  • Investment products listed and traded on national securities exchanges, but not registered as investment companies under the Investment Company Act of 1940;
  • Typically structured as trusts that hold spot crypto assets or derivative instruments that reference crypto assets, and such trusts issue securities and register their offerings and securities under the Securities Act of 1933, as amended (“Securities Act”) and Securities Exchange Act of 1934, as amended (“Exchange Act”), as applicable; and
  • Issuers are subject to the anti-fraud provisions of the federal securities laws.

The Statement addresses common questions and issues arising under the disclosure obligations of the federal securities laws when crypto asset ETP issuers register securities offerings under the Securities Act or classes of securities under the Exchange Act, as follows:

Document SectionRequirementsStaff Observations or Best Practices
Registration Statement Cover PageProvide information related to the offering, including the offering price, the nature of any underwriting arrangements and the name(s) of the underwriter(s).Disclosure of the initial offering price of the securities is required. Also identify the initial authorized participant (an “AP”) or initial purchaser as a statutory underwriter.
Prospectus SummaryProvide a summary in plain English of the information in the prospectus where the length or complexity of the prospectus makes a summary useful.Identify and highlight the most significant aspects of the offering in clear, plain language, such as clear descriptions of (i) investment objectives and tracking index/benchmark it plans to reference; (ii) underlying crypto asset(s) and associated network(s); (iii) policies regarding the management of and incidental rights associated with underlying crypto asset(s); and (iv) that the amount of underlying crypto assets per share held by the trust will decline over time as crypto assets are sold to pay trust fees and expenses.
Risk FactorsDiscuss specific and unique material factors that make an investment in the issuer and product speculative or risky.Disclosure will vary based on the nature of the security, the issuer’s business, underlying crypto asset(s), tracking index or benchmark, and, if material, may include factors such as the characteristics of the security, limited rights of holders, insurance coverage, valuation and liquidity risks, technological risks, cybersecurity risks, and legal, regulatory and tax risks.
Description of Business — The Trust, Crypto Asset Prices, and Calculation of NAVProvide a narrative description of material aspects of the issuer’s business.Provide clear, understandable disclosure regarding the trust’s assets, including characteristics of the underlying crypto asset(s), and describe the applicable index or benchmark methodology and the methodology used to calculate net asset value.
Description of Business –Trust Service Providers, Custody of Assets, and Fees and ExpensesProvide information material to understanding the issuer’s business, including the extent that such business is materially reliant on third parties.Issuers generally rely on the services of a sponsor and third-party service providers, including crypto asset custodians, and disclose fees and expenses payable to the sponsor and such third-party service providers.  Issuers must file (i) material contracts not made in the ordinary course of business and (ii) ordinary course contracts on which they are substantially dependent, as exhibits to a registration statement.
Description of Securities  Describe the issuer’s securities.  Disclose the circumstances under which shareholders have voting rights, including any limitations or restrictions; if the rights of holders may be modified other than by at least a vote of a majority of shares outstanding; and how shareholders will be notified of material amendments to or termination of the trust agreement.
Plan of DistributionDisclose the plan distribution of securities offered and sold in a registered offering.  Issuers conducting delayed or continuous offerings under Securities Act Rule 415 must undertake to include related material information that was not previously disclosed in an effective registration statement.Disclosure should address (i) the mechanics of the creation and redemption process between the trust, the APs, the custodian(s), and third-party service providers; (ii) if creation and redemption orders will be settled onchain or offchain and related risks; (iii) potential impacts on the arbitrage mechanism from price volatility, trading volume, and price differentials across trading platforms; and (iv) whether and when the sponsor may suspend creation and redemption orders and notification mechanisms.
ManagementDisclose information relating to the identity and experience of the issuer’s executive officers, directors, and certain significant employees, including persons who do not hold formal positions as executive officers or directors but who perform similar functions.  Crypto asset ETPs typically have a sponsor whose directors and executive officers perform functions similar to those of a board of directors and executive officers for the trust. To the extent that a sponsor performs policy-making functions, disclose information with respect to directors, executive officers, or other employees of the sponsor performing such functions.  Disclosure regarding executive compensation of the issuer is not applicable in this situation; however, some issuers have disclosed fees paid to the sponsor or third party for performing such functions.
Conflicts of InterestDisclose material information about transactions with related persons, and policies and procedures related to the review, approval, or ratification of transactions with related persons. .Issuers have disclosed (i) existing and potential conflicts of interest between the sponsor and its affiliates and the trust, including if the sponsor or insiders hold the underlying crypto asset(s) or have related exposure that could create conflicts of interest; (ii) whether the trust requires pre-clearance of transactions in underlying crypto asset(s); and (iii) the sponsor’s experience sponsoring other exchange-traded products and in crypto asset markets.
Financial StatementsDisclose financial statement information in accordance with Regulation S-X.For issuers organized as statutory trusts or limited partnerships that are registering the offer and sale of beneficial units or limited partnership interests in multiple series, the trust or partnership should be treated as the sole registrant, not the individual series.  However, issuers should provide, for the sole registrant and for each series: (i) separate financial statements and audit reports; (ii) separate interim financial statements; and (iii) separate assessments of materiality for Regulation S-K and Regulation S-X.
Filing Fee TablesDisclosure must be correctly “tagged” on EDGAR to prevent issues with future filings and payment of fees.When registering the offering of an indeterminate number of exchange-traded vehicle securities in reliance on Securities Act Rules 456(d) and 457(u), the EDGAR fee tag for “Type of payment” is “2” and the EDGAR “Security type” is “Exchange-Traded Vehicle Securities.” Failure to include these tags may prevent the issuer from being able to file a form of prospectus under Securities Act Rule 424(i) and pay its registration fee after the end of any fiscal year during which it has publicly offered securities.

Read the full text of the Statement here.

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On June 6th, the NAIC proposed a sweeping redesign of insurance investment regulation—the most significant shift in over 30 years. Aimed at addressing the rise of private, structured, and complex assets in insurer portfolios, the changes could have broad implications for risk-based capital (RBC) requirements and the use of credit rating providers (CRPs).

Highlights include a reorganization of the Valuation of Securities (E) Task Force and the formation of the new Investment Analysis (E) Working Group and Credit Rating Provider (E) Working Group. Though still under review, these reforms could reshape insurer strategies and compliance expectations.

Join S&P Global and Lawrence Hamilton, Partner at Mayer Brown, for an in-depth walkthrough of the proposed changes, including restructured task forces, the evolving role of CRPs, and anticipated market impacts. A live Q&A will follow the session.

Domestic debt issuance is a widely used funding tool for Brazilian companies and is largely dominated by debentures. Brazil’s fixed income market has expanded significantly, with companies issuing hundreds of billions of Brazilian reais (BRL) in recent years. On the other hand, despite the undisputed dominance of debentures as the preferred funding domestic tool, international bonds have also served as a complementary—and, in some cases, alternative—funding option for Brazilian issuers. In the first quarter of 2025, Brazilian companies issued USD 11.1 billion in international bonds in 12 deals—the highest first quarter volume since 2014. In 2024, Brazilian issuers raised approximately USD 21 billion through international bond issuances, surpassing the USD 16.1 billion raised in 2023 and reflecting a continued increase from USD 10.7 billion in 2022. These numbers highlight a clear and consistent upward trend in international bond issuance by Brazilian companies.

This article provides a practical comparative analysis of the key factors that companies should consider when choosing between issuing debentures locally and issuing bonds internationally, with a focus on the regulatory framework applicable in Brazil and in the U.S. and European markets.

Continue reading here.

Last week, the US federal banking regulators proposed changes to the enhanced supplementary leverage ratio (“eSLR”) requirement for US global systemically important bank holding companies (“US GSIBs”). This proposal is intended to reduce the likelihood of the eSLR requirement being the binding capital constraint for US GSIBs and, thereby, enhance the ability of US GSIBs to hold low-risk assets. A key policy objective of the Proposal is to bolster the resiliency of the US Treasury market. The US federal banking regulators also requested comments on exempting certain US Treasury securities from the supplementary leverage ratio (“SLR”) requirement that applies to US GSIBs and Category II and III banking organizations.

Continue reading our Legal Update.

Pursuant to the Securities Exchange Act, the Investor Advocate is required to file two reports annually with the Committee on Banking, Housing and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives, which include the mid-year Report on Objectives for the forthcoming fiscal year and end of year Report on Activities during the preceding fiscal year.

The Report for fiscal year 2026 published just recently identifies a number of objectives, including the following:  enhancing the accessibility of disclosures for investors; disclosure and investor testing; China-based variable interest entities; private market investments in retirement accounts; evaluating the potential impact of SRO rule proposals on investors; and crypto task force requests for information. 

With respect to enhancing the accessibility of disclosures for retail investors, the Investor Advocate will consider how to make disclosures more user-friendly, including considering ways to streamline disclosures, reduce or eliminate repetitive disclosures, and otherwise make disclosures more effective.  The Investor Advocate will continue investor research and testing.  The Investor Advocate will focus on risks posed by certain VIEs, which may arise over concerns over the reliability of their financial reporting, the enforceability of their contractual arrangements, limitations on shareholder rights, etc.  The Investor Advocate will consider the risks related to inclusion of alternative investments, such as private equity and private credit, in retirement savings plans and the implications for retail investors.  In this regard, the Investor Advocate will consider risks arising from, among other things, reduced, incomplete or unreliable disclosure, limited liquidity and greater risk of fraud and/or investment loss associated with private securities.  Access the Report here, https://www.sec.gov/files/fy26-oiad-sar-objectives-report.pdf to read more.

Permanent capital vehicles are growing increasingly popular as a means of providing long-term exposure to illiquid assets such as private equity and private credit assets. Recent and anticipated regulatory reforms and evolving market trends have the potential to expand access to private markets and alternative assets, particularly for retail investors who previously were foreclosed from accessing these sectors. As policymakers initiate reforms — discussed below — that promote private market opportunities, fund sponsors are responding with innovative fund structures. As the permanent capital vehicles sector evolves and new structures proliferate, a well-formed understanding of the various investment vehicles is important.

Continue reading here and on Law360.

On June 23, 2025, the House of Representatives (the “House”) passed seven bills relating to capital formation. As discussed in a previous post, these bills were reported to the House by the House Committee on Financial Services (the “Committee”).

The House passed H.R. 3394, the Fair Investment Opportunities for Professional Experts Act, by a bipartisan vote of 397-12. This bill will expand the “accredited investor” definition under the Securities Act of 1933 (as amended, the “Securities Act”) to include individuals with certain licenses, qualifying education, or job experience.

H.R. 3422, the Promoting Opportunities for Non-Traditional Capital Formation Act, passed the House by a bipartisan vote of 321-87. H.R. 3422 requires the Securities and Exchange Commission’s (“SEC’s”) Advocate for Small Business Capital Formation to provide educational resources and host events that promote capital-raising options for traditionally underrepresented small businesses and businesses in rural areas.

The following remaining five bills each passed unanimously by voice vote, indicating the House’s bipartisan support for capital formation:

  • H.R. 1190, the Expanding Access to Capital for Rural Job Creators Act, would amend the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) to require that the SEC’s Advocate for Small Business Capital Formation include rural small businesses among the categories it monitors for capital access challenges.
  • H.R. 2225, the Access to Small Business Investor Capital Act, would allow a registered investment company to exclude from the calculation of “acquired fund fees and expenses” those fees and expenses incurred indirectly from investment in a business development company (“BDC”).
  • H.R. 3301, the ELEVATE Act of 2025, would amend the Exchange Act to specify that emerging growth companies, or EGCs, would only need to present two years, rather than three years, of audited financial statements in both initial public offerings (“IPOs”) and spin-off transactions.  The bill would also allow a spin-off of an EGC to benefit from the two-year financial statement accommodation, which is currently only available during an IPO.
  • H.R. 3352, the Helping Angels Lead Our Startups (“HALOS”) Act of 2025, would codify SEC Rule 148 so communications made at certain “demo day” events would not constitute a “general solicitation” under the Securities Act.  The bill also defines “angel investor group” and clarifies the types of sponsors and conditions under which issuers may present without triggering offering restrictions.
  • H.R. 3381, the Encouraging Public Offerings Act of 2025, if passed, would codify Rule 163B under the Securities Act and allow any issuer (not just EGCs) to communicate with potential investors to determine interest in a securities offering, either before or after the filing of a registration statement (i.e., “test the waters” communications).  The bill also codifies the current SEC Staff position regarding confidential submissions and would allow any issuer to submit a confidential draft registration statement to the SEC for review prior to public filing and updates the public filing condition to allow any IPO issuer to file its registration statement publicly 10 days before the effective date of the registration statement.

The House also passed three other bills (H.R. 910, H.R. 2808 and H.R. 1713) on matters unrelated to capital formation. See the related press release here.

On June 12, 2025, Representative Troy Downing (R-MT) introduced H.R. 3959, the “Protecting Private Job Creators Act.” The bipartisan bill, co-sponsored by Representative Cleo Fields (D-LA), would categorically exempt quotations of all fixed-income securities from the disclosure and information-review obligations of Rule 15c2‑11 under the Securities Exchange Act of 1934, as amended.

A Refresher on Rule 15c2-11

For five decades, the Securities and Exchange Commission (“SEC”) and market participants operated under the shared understanding that the rule did not apply to (or at least would not be enforced in connection with) fixed-income products.  However, in September 2020, the SEC amended Rule 15c2-11 to modernize it.  Shortly thereafter, as we have previously blogged, the SEC Staff issued a series of no-action letters on September 24, 2021, December 16, 2021; and November 30, 2022 that indicated that, absent additional extensions or relief, the SEC would read the rule to cover fixed-income quotations beginning January 4, 2025.  The market quickly raised alarms about the harms and costs, particularly to non-reporting issuers, of applying the rule to fixed-income products.  In response, the SEC subsequently granted time-limited exemptions—and, most notably, blanket relief for fixed-income securities sold in compliance with Rule 144A on October 30, 2023, and broader relief for certain fixed-income instruments on November 22, 2024. Although these orders alleviated some of the market’s concerns, market participants remain concerned that enforcement of Rule 15c2-11 could return in full force if the SEC decides to modify, revoke or supersede these exemptive orders in the future. 

What H.R. 3959 Would Do

The four-page bill lays out a roadmap that makes the case for implementing a permanent carve-out for all fixed-income securities from Rule 15c2-11. The bill discusses the legislative history of the rule and notes that the SEC’s 2020 amendments relied on an economic analysis of OTC equity markets and not debt markets, which “are different in structure and function” from equity and “are critical to the ability of thousands of businesses to raise capital.”  Further, the bill argues that the SEC’s pivot to interpret Rule 15c2-11 as applicable to fixed-income securities was done “without a rule-making process.”  The bill also notes that the successive exemptive orders issued by the SEC since its pivot demonstrate that the SEC believes that excluding fixed-income securities from the rule is “appropriate in the public interest, and consistent with the protection of investors.”  Therefore, taken together, the bill notes that a formal statutorily-enacted exemption for fixed‑income securities is both justified and necessary.

Industry Reaction and Next Steps

Representative Downing’s June 13, 2025 press release announcing H.R. 3959 notes widespread support, including from the Securities Industry and Financial Markets Association (SIFMA), National Association of Manufacturers, American Securities Association, Investment Adviser Association, CRE Finance Council, U.S. Chamber of Commerce, Loan Syndications and Trading Association, Structured Finance Association, Bond Dealers of America, Investment Company Institute, and Managed Funds Association. 

H.R. 3959 has been referred to the House Committee on Financial Services.  Once considered and approved by the committee, the bill will be reported to the full House floor for a vote, after which the bill will go to the Senate and then the President for approval before it can become law. Given the bipartisan sponsorship and broad industry backing, the bill enjoys momentum. However, the timing for legislative approval is always unpredictable.  Observers should keep an eye out for any SEC activity since the SEC may decide on its own to extend or expand relief for fixed-income securities. 

The US Senate Finance Committee has released a substitute (the “Senate version”) for the tax provisions of the “One Big Beautiful Bill,” the budget reconciliation bill currently under consideration by Congress. An earlier version of this bill was passed by the US House of Representatives on May 22, 2025 (the “House version”). Our prior Legal Update, US House Passes Bill Targeting ‘Unfair Foreign Taxes’, provided a summary and analysis of the House version of the retaliatory tax measures introduced by Proposed Section 899. Here, we highlight the important changes in the Senate version of Proposed Section 899.

Continue reading this Legal Update.

On June 13, the Basel Committee on Banking Supervision (“BCBS”) published its framework for the disclosure of climate-related financial risks. The framework is entirely voluntary and has several notable changes from the 2023 proposal. In this brief Legal Update, we highlight those changes and discuss why the climate disclosure framework will have at best a minor impact in the United States and Europe.

Continue reading this Legal Alert.