Webinar | May 21, 2025
9:00 a.m. – 9:30 a.m. EDT | 3:00 – 3:30 p.m. CET
Register here.

Mayer Brown’s Capital Markets Team invites you to our 30 minutes Know-How Webinar Series. Over the course of this series, we will report on the main developments in 2025 relevant to capital markets, structured products, derivatives, and financial regulatory practitioners.

This webinar will focus on: Current US Bank Regulatory Landscape & What Cross-border Financial Institutions Need to Know about EU CRD VI

Covering both US and EU key regulatory developments, we welcome our bank and financial services clients across both jurisdictions be updated on what they need to know when being active on the US markets on a cross-border basis, but also what the new European Banking package (CRD VI) means in terms of accessing the European market as an American firm (or other non-European firm).

What does the Branch Requirement under CRD VI mean, and can there be any Reverse Solicitation? What to expect under Trump 2.0 in the next months and years? Join us to learn how to navigate the legal landscape in this session of our Know-How Webinar Series.

On May 12, 2025, the Securities and Exchange Commission (“SEC”) held a Crypto Task Force roundtable to explore an appropriate regulatory framework for tokenized securities. In the keynote address, Chair Paul Atkins, stated that a key priority of his tenure will be the development of a rational regulatory framework for crypto asset markets. His focus will be on three broad areas of regulation: issuance, custody and trading. 

Issuance

Chair Atkins stated that he intends to establish “clear and sensible guidelines for distributions of crypto assets that are securities or subject to an investment contract.” He notes that market participants have struggled to determine whether a crypto asset constitutes a “security” or whether it is subject to an investment contract. He also reminded participants of recently issued staff statements on disclosure obligations for certain registrations and offerings and the SEC’s view that certain distributions and crypto assets do not implicate federal securities laws, but noted that the staff will continue to consider whether further guidance, registration exemptions and safe harbors are needed to facilitate issuances.

Custody

Chair Atkins stated that he supports providing registrants greater optionality with regard to crypto asset custody. He believes that clarity on what types of custodians fall under the “qualified custodian” rules of the Advisors Act and Investment Company Act are necessary, and supports exceptions from qualified custody requirements so common practices within crypto asset markets are not in tension with these rules and so that advisers and funds may utilize self-custodial solutions that incorporate more advanced security technology. Additionally, he stated that it may be necessary to repeal and replace the existing “special broker-dealer” framework. He concluded his comments by noting that “[b]roker-dealers are not and never were restricted from acting as a custodian for non-security crypto assets or crypto asset securities, but Commission action may be needed to clarify the application of the customer protection and net capital rules to this activity.”

Trading

Chair Atkins stated that he supports broker-dealers developing platforms which allow trading in securities and non-securities on one platform and the trading of securities for non-securities.  The SEC is currently considering ways to modernize the ATS regulatory regime to better accommodate crypto assets, and he has asked staff to explore guidance or rulemaking which may enable the listing and trading of crypto assets on national securities exchanges. 

Remarks from Commissioners Crenshaw and Uyeda

Commissioner Crenshaw’s remarks focused on the need to envision and determine the system the United States would like to build. She gave examples of some key system and definitional differences that will need to be determined, including whether tokenization means issuing a security directly on the blockchain or creating a digital representation of a security on the blockchain, whether tokenization would encompass downstream distribution, trading, clearing and settlement and whether the entire securities lifecycle would move “on-chain,” or only a part of it. Commissioner Crenshaw went on to note areas of tension with regulating these systems and key benefits and possible risks with adopting certain systems and capabilities over others. She concluded that the scope of regulatory changes given the size of the crypto market compared to the traditional finance market should be weighed.

Commissioner Mark Uyeda focused his comments on the benefits provided, including greater transparency, enhanced liquidity of relatively illiquid assets, reduced delays and decreased transactional costs. He noted that there may be increased costs associated with compliance and would like the SEC to focus on changes that ensure these benefits are realized for market participants.

Remarks from this roundtable can be found here: Paul S. Atkins, Chairman Commentary; Commissioner Caroline A. Crenshaw Commentary; Commissioner Mark T. Uyeda Commentary.

The SEC Crypto Task Force is scheduled to hold one more roundtable in June to discuss decentralized finance. Information about those events and online broadcasting can be found here: Crypto Task Force Roundtable – DeFi and the American Spirit.

June 17, 2025
Mayer Brown LLP, 14th Floor, 1221 Avenue of the Americas, New York, NY 10020
Register here.

Join Carta and Mayer Brown for a discussion about the evolving landscape of private markets and the implications for retail access and regulatory reform.

Agenda

5:00 p.m. – 5:15 p.m.
Registration 
 
5:15 p.m. – 5:30 p.m.
Introductory remarks from Carta & Mayer Brown
 
5:30 p.m. – 6:15 p.m.
Recent trends in private credit and a look into the future. During this panel, we will discuss:

  • How private credit is being made available to retail
  • Business Development Companies (BDCs)
  • Interval funds
  • Collective Investment Trusts (CITs)
  • What are the impediments to further growth

6:15 p.m. – 6:45 p.m. 
Accelerating retail access to the private markets.  Panelists will discuss:

  • BDC reform
  • Closed-end fund modernization
  • Retirement assets and target date funds
  • Insurance wrappers

6:45 p.m. – 7:30 p.m. 
Cocktail reception

On May 8, 2025, the Securities and Exchange Commission (“SEC”) held the 31st International Institute for Securities Market Growth and Development.  Commissioner Peirce used this opportunity to discuss an approach to regulating the tokenization of traditional securities—in other words, issuing traditional securities through a blockchain or distributed ledger.

The Commissioner noted that other jurisdictions have implemented “regulatory sandboxes” as a way to inform regulators about tokenized securities and the regulatory structure that may be necessary to protect investors.  These sandboxes allow firms to issue tokenized securities without complying with certain regulations that otherwise would apply and which were not designed to regulate these assets.  The SEC’s Crypto Task Force is considering and has requested comment on conditional exemptions from SEC registration requirements to allow the use of trading systems for eligible tokenized securities.  In support of a sandbox approach, Commissioner Peirce observed that firms seeking to operate an automated market making system may not be willing to devote resources or may otherwise be unable to comply with the SEC’s Regulation NMS or to register as a broker-dealer, a clearing agency or an exchange.

Commissioner Peirce stated that she supports exemptions conditioned on compliance with rules designed to prevent fraud and manipulation, which may include rules requiring recordkeeping, reporting, monitoring, SEC exams and disclosure about the underlying assets and relevant risks, in addition to rules limiting the number of tokenized securities that may be listed and their trading volumes.  Commissioner Peirce closed her remarks by noting that such platforms could provide cutting-edge technologies to trade, clear and settle securities, and sandboxes could inform regulators regarding striking the appropriate regulatory balance. 

Commissioner Peirce’s full remark can be found: here.

May 20, 2025
8:30 a.m. – 9:30 a.m. EDT | Registration starts at 8 a.m.
Mayer Brown LLP 14th Floor, 1221 Avenue of the Americas, New York, NY 10020
Register here.

Join us for the second in a series of three “What’s The Deal?” seminars on private placements.  We will discuss:

  • Investing in redeemable and non-redeemable preferred stock,
  • Typical investor protection and other considerations,
  • Structuring warrants and anti-dilution provisions,
  • Planned exit mechanisms for investors,
  • Rights of first refusal, co-sale rights, drag-along provisions, and
  • Other price adjustment mechanisms.

This is an in-person presentation intended to encourage discussion.  There will be no recording or hybrid remote option available.

This practice note discusses the impact of the Holding Foreign Companies Accountable Act (the HFCAA) on securities of foreign companies listed on U.S. exchanges and over-the-counter markets. It provides background on the HFCAA, enacted on December 18, 2020, which reinforces U.S. regulatory authority over SEC-reporting companies relying on auditors in non-U.S. jurisdictions where local authorities restrict Public Company Accounting Oversight Board (PCAOB) inspections. This note highlights the specific regulatory challenges posed by Chinese law, which prohibits auditing firms in China and Hong Kong from providing U.S. authorities access to audit records. It also details the PCAOB’s efforts to secure access to inspect and investigate audit firms in China and Hong Kong, including the signing of a Statement of Protocol with Chinese authorities in August 2022. This note also outlines the HFCAA-related disclosures required in public filings, such as the percentage of shares owned by government entities and the presence of Chinese Communist Party officials on the board of directors. Additionally, it discusses the enforcement mechanisms provided by the HFCAA, including the prohibition of trading on SEC-regulated markets if PCAOB inspections are prevented for two consecutive years. This practice note concludes with recommendations on enhancing HFCAA-related disclosures in public filings.

See a preview here, and the full piece here.

An important trend discussed at the 2025 Milken Institute Global Conference was the integration of private credit into retail investor portfolios.  Assuming certain regulatory challenges can be overcome, this development would expand offering opportunities for retail investors.  Speakers highlighted the rapid expansion of the private credit market, which is projected to grow to $2.3 trillion by 2027.  This expanding market is expected to increase demand for permanent capital vehicles that offer diversification and liquidity solutions to a broader audience.  Interval funds and tender offer funds are two such vehicles.  These are registered closed-end funds that are structured to offer shares at net asset value continuously to investors.  They may be used in order to invest in less liquid assets, such as private equity or private credit.  Also, these vehicles may be designed to align investor liquidity needs and the longer-term investment horizon associated with private credit assets.

Our What’s the Deal article provides a brief introduction regarding these structures, the applicable regulatory framework, and related legal considerations.

On March 25, 2025, the Securities and Exchange Commission (“SEC”) held a Crypto Task Force roundtable to explore regulatory considerations surrounding custody of crypto assets through broker-dealers and other financial institutions, such as state chartered limited purpose trust companies. Newly installed SEC Chairman Paul S. Atkins opened the roundtable by stating that he expects “huge benefits” from blockchain technology’s efficiency, risk mitigation, transparency and cost cutting potential. Chairman Atkins explained that his goal is to facilitate clear regulatory “rules of the road” for digital assets through a “rational, fit-for-purpose regulatory framework.”

Panel on Custody Through Broker-Dealers and Beyond

The roundtable discussion focused on the challenges of taking custody of crypto assets for customers in an uncertain regulatory environment. Panelists considered whether changes to the custody rules under the Securities Exchange Act of 1934, Investment Advisers Act of 1940 and the Investment Company Act of 1940 are required, whether the “special purpose broker-dealer” regime is workable for market participants, and whether a new crypto asset broker-dealer framework is needed.

Panelists also discussed the differences between traditional custodians, for which current regulatory regimes were designed, and crypto asset custodians, and emphasized that clear definitions of “custody” and “custodian” are needed in order to build rules around such activities and institutions. Panelists highlighted that, once it is determined which entities are custodians and what holding crypto assets entails, regulators should focus on the infrastructure, security protocols and expertise required to protect such assets. Additionally, panelists discussed recent security failures and debated the root cause of such failures to further inform regulatory requirements for crypto asset custodians and broker-dealers.

Panel on Investment Adviser and Investment Company Custody

A discussion concerning the custody of crypto assets in respect of investment advisers and investment companies highlighted problems with fitting a peer-to-peer payment system (crypto assets) into a system for centralized trading (traditional securities). Panelists discussed risks, including the need for clear definitions of control and ownership in respect of crypto assets, risks which arise during trading and how to address custodian insolvency concerns. Panelists discussed the current prudential regime for bank solvency as a possible source of regulatory guidance. Panelists considered whether restricting custodians and broker-dealers from proprietary trading or else forming separate affiliate entities to perform trading functions would enhance consumer protection. The panel concluded that taking custody of these assets should not be limited to federally regulated banks, which would limit consumer choice.

Panelists also discussed security solutions to limit transfer risks, including a co-signing requirement for custodians, and the benefits of regulatory safe harbors for investment advisers operating outside of a qualified custodian framework to allow advisers to stake the assets to facilitate the intended use of these assets.

Non-U.S. regulatory regimes were discussed to determine if U.S. regulators could glean anything from foreign market regulators. The need for a comprehensive regime designed specifically for crypto assets was stressed by many panelists, and there was concern that continued piecemealing of new rules could lead to undesirable outcomes and cause the U.S. to fall behind in innovation.

Remarks from this roundtable can be found here: Paul S. Atkins, Chairman Commentary; Commissioner Hester M. Peirce Commentary; Commissioner Caroline A. Crenshaw Commentary; Commissioner Mark T. Uyeda Commentary.

The SEC Crypto Task Force is scheduled to hold two more roundtables in May and June to discuss tokenization and decentralized finance. Information about those events and online broadcasting can be found here: Crypto Task Force Roundtable – Tokenization: Moving Assets Onchain: Where TradFi and DeFi Meet; Crypto Task Force Roundtable – DeFi and the American Spirit.

This practice note explores the evolving trends and practices surrounding the disclosure of political contributions by public companies, particularly in the context of environmental, social, and governance (ESG) issues. It highlights the increasing calls from legal academics, investors, and activist shareholders for the Securities and Exchange Commission (SEC) to mandate disclosures on corporate political spending. This note highlights growing shareholder activism and the SEC’s focus on transparency in political contributions, citing speeches and statements from former SEC officials. It also examines the inconsistencies between companies’ political spending and their ESG policies. This note reviews the impact of political contributions on companies’ reputations and the associated risks, including regulatory and legal risks, corporate social responsibility risks, and the influence of political activities on business operations. It provides examples of political contribution disclosures in various sections of periodic reports, such as the Management’s Discussion and Analysis (MD&A), Risk Factors, and Business sections. This note concludes with recommendations for enhancing political contributions disclosures, emphasizing the importance of transparency and the need for companies to disclose their political spending, the decision-making process behind such contributions, and the potential business risks and impacts associated with political activities.

See a preview here, and the full piece here.

In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly.  According to a report from the Loan Syndications and Trading Association (LSTA) detailing data from a recent survey, the U.S. private corporate credit market now exceeds $1.5 trillion and is expected to continue to grow while incurring modest amounts of leverage.  Private credit has emerged as a particularly compelling strategy as investors look for new investment vehicles that provide yield, diversification and downside protection given recent market volatility. 

Often historically limited to institutional investors, sponsors of permanent capital vehicles holding private credit and private equity investments are increasingly seeking to make these opportunities available to high net worth individuals and retail investors.  Permanent capital vehicles include closed end funds, such as interval funds and tender offer funds, open end funds and business development companies (BDCs) among others.  We expect to see increased market interest from retail investors in permanent capital vehicles.  Retail investor interest in BDCs has already grown significantly, especially for those looking to gain exposure to private credit and middle-market lending.  Both interval funds and tender offer funds have also recently gained popularity among investors seeking to diversify into non-public assets.

A recent report issued by the Investment Company Institute (ICI) notes that closed end funds are highly suitable vehicles to provide retail investors with exposure to the private markets and can serve an important function provided that the SEC considers additional reforms.  The ICI report suggests that the SEC allow closed end funds offered to retail investors to invest in private funds, subject to board oversight, limitations on leverage and transactions with affiliates and other provisions of the Investment Company Act of 1940, as amended, without imposing investment minimums.

Changes adopted by the SEC also should help certain types of permanent capital vehicles.  In March 2025, the SEC issued exemptive relief allowing a private BDC to offer multiple share classes with varying sales loads and distribution fees even if the shares are not publicly offered.  The ability to offer multiple share classes should allow private BDCs to attract a broader range of investors with varying and customized fee structures and increase its capital raising opportunities.  Also, in April 2025, the SEC separately granted exemptive relief in an effort to simplify and modernize the co-investment process for BDCs and affiliated investment vehicles.  This relief allows affiliated joint ventures of a BDC to participate in a co-investment transaction with other affiliated investment vehicles (including mutual funds).

We provide links here to our resources on permanent capital vehicles, including a comparison of the various structures and applicable regulatory considerations.