- The SEC continues to scrutinize non-GAAP financial measures, with frequent comment letters on their use. Principal areas of SEC concern, in
Ali Perry
Staying on Message: Practical Strategies to Navigate Pre-IPO and De-SPAC Communications
Webinar | September 10, 2025
1:00 a.m. – 2:00 p.m. EDT
Register here.
Join Solebury and Mayer Brown for a webinar on legal, regulatory, and strategic issues arising in connection with offering related communications, especially in connection with an IPO or a de-SPAC transaction. Panelists will offer practical guidance for remaining compliant with securities…
Capital Markets Insight: How to Know When You Need a Temporary CUSIP Number for Reopenings
If you are involved in issuing or trading securities, you are familiar with CUSIP numbers, the nine-digit alphanumeric codes that identify specific securities in the United States and Canada. What you may not know is that sometimes you will need a temporary CUSIP number (also known as a contra CUSIP) in connection with a reopening…
Congress Introduces Bill to Exempt Fixed-Income Securities from Rule 15c2-11: Inside the “Protecting Private Job Creators Act” (H.R. 3959)
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.
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…Senate Banking Committee Advances Nomination of Paul Atkins as SEC Chair
On March 27, 2025, the US Senate Committee on Banking, Housing, and Urban Affairs (the “Committee”) convened in an open session to consider the nomination of Paul Atkins as Chair of the Securities and Exchange Commission (“SEC”). In addition to his prepared opening remarks, Mr. Atkins fielded questions from the Committee in connection with his…
The SEC’s Staff of the Division of Corporation Finance Clarifies Its Views on Crypto Mining
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 of securities within the meaning of Section 2(a)(1) of the Securities Act of 1933, as amended (the “Securities…
2025 SEC Filing Deadlines and Financial Statement Staleness Dates
This Legal Update summarizes the US Securities and Exchange Commission’s 2025 calendar year filing deadlines and financial statement staleness dates.
Continue reading this Legal Update.
The State of Disclosure Review
The Director of the SEC’s Division of Corporation Finance (the “Division”), Erik Gerding, shared his views on the state of public company disclosures during 2023 and the SEC Staff’s review priorities for 2024. The statements were made in April 2024 at the Practicing Law Institute’s 2024 The SEC Speaks Conference and were recently published in…
Corp Fin Staff Posts Updated Guidance on Confidential Submissions of Registration Statements
The Staff of the Division of Corporation Finance posted questions and answers regarding the confidential submission process for draft registration statements.
The guidance provides additional clarity relating to the process applicable to companies that are not emerging growth companies and that submit draft registration statements for confidential review. For example, the Q&As address confidential treatment…
Amendments to the FINRA New Issue Rule (Rule 5130) and Anti-Spinning Rule (Rule 5131): First Analysis
This article discusses recent amendments to Financial Industry Regulatory Authority (FINRA) Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and Rule 5131 (New Issue Allocations and Distributions), which were originally published for comment in the Federal Register on August 8, 2019 and approved by the Securities and Exchange Commission (the…

