Brian Hirshberg

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In May 2026, FINRA’s Corporate Financing Department launched a new Private Placement Information page that makes selected information from private placement filings publicly available.  The data is derived from Rule 5122 and Rule 5123 filings and will be updated periodically.  Historically, information collected through FINRA’s private placement filing program was treated as confidential and used…

On May 19, 2026, the SEC released two proposed rule amendments aimed at modernizing the registered offering framework and simplifying ongoing reporting obligations for public companies.  The economic analysis accompanying the “Registered Offering Reform” proposal provides a detailed snapshot of the current landscape for business development companies (“BDCs”) and closed-end funds (“CEFs”), including…

On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”). The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in…

Given the continued and growing interest in special purpose vehicles (“SPVs”) as a means of accessing private market investments, we are publishing a series of posts that examine different aspects of these structures.  This is our second post in the series exploring how a single-investment SPV can be structured to obtain the economic exposure investors…

The Staff of the SEC’s Division of Investment Management issued a no-action letter on April 27, 2026 to J.P. Morgan Investment Management, Inc. (“JPMIM”) addressing the application of an existing co-investment exemptive order to certain open-end funds and the operation of the “Required Majority” condition.  JPMIM requested assurance that open-end funds advised or sub-advised by…

On April 22, 2026, the Securities and Exchange Commission (“SEC”) filed notice soliciting comments in connection with proposed rules filed April 15, 2026 (SR-NASDAQ-2026-033) by The Nasdaq Stock Market LLC (“Nasdaq”) to raise certain initial listing requirements for special acquisition companies (“SPACs”).  The principal change is to raise the size thresholds for initial listing under…

Given the continued and growing interest in special purpose vehicles (“SPVs”) as a means of accessing private market investments, we are publishing a series of posts that examine different aspects of these structures.  This post is the first in that series and focuses on how a single-investment SPV is structured.

An SPV allows investors to…

On March 30, 2026, the Financial Industry Regulatory Authority (FINRA) proposed amendments to its rules imposing restrictions on the purchase and sale of equity securities offered in initial public offerings (IPOs) (Rule 5130) and new issue allocations and distributions (Rule 5131) to exempt specified collective trust funds (CTFs) from the rules’ prohibitions.

CTFs (also known…

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As mature private companies grow larger and more complex, a sophisticated investor relations strategy becomes essential. Clear, differentiated communications, paired with strong media visibility, can help strengthen reputational capital and even influence market valuation as companies move toward a liquidity event.…

On March 27, 2026, the Securities and Exchange Commission (“SEC”) announced its intention to adjust the dollar thresholds used under the Investment Advisers Act of 1940 in determining when a registered investment adviser may charge performance‑based fees.  These fees, which tie adviser compensation to investment gains, are generally prohibited except in respect of “qualified clients”…