Liz Walsh

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On December 11, 2025, the staff of the Division of Trading and Markets of the Securities and Exchange Commission issued a no-action letter to The Depository Trust Company (“DTC”) concerning a pilot version (the “Preliminary Base Version”) of a securities tokenization program, referred to as the “DTCC Tokenization Services.” The letter permits DTC to conduct…

Although it may seem early, it is already time to start preparing for the 2026 annual report and proxy season.  While many disclosure requirements remain consistent from prior years, there has been a significant shift in the focus of, and discourse relating to, the priorities of the Securities and Exchange Commission.  Practitioners started to see…

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The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to…

On October 7, 2025, U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) Chairman Paul Atkins presented the 25th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities, and Financial Law at Fordham University.  Chairman Atkins’ speech touched upon two topics of particular interest—the Wells process and the simultaneous consideration of settlement offers and related…

On September 29, 2025, the Chief Counsel’s Office of the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance issued a no action letter to the DoubleZero Foundation (the “Foundation”).  In the no action letter, the Division agreed that it would not recommend enforcement action against the Foundation in connection with certain Programmatic…

On June 4, 2025, the U.S. Securities and Exchange Commission published a Concept Release on Foreign Private Issuer Eligibility soliciting public comment on proposed changes to the definition of foreign private issuer. As of September 10, approximately 70 response letters to the concept release were published on the SEC’s website. This alert summarized the main…

On August 26, 2025, the Securities and Exchange Commission’s Office of the Inspector General (“OIG”) issued a report entitled “Improved Documentation and Guidance Can Help Strengthen Corporation Finance’s Disclosure Review Program.”  By way of background, the Disclosure Review Program (the “DRP”) forms the backbone of the Division of Corporation Finance’s work, and consists of the…

On August 27, 2025, the staff of the Securities and Exchange Commission (the “SEC”) published new Exchange Act Rules Compliance and Disclosure Interpretation 130.05, governing the treatment of certain former smaller reporting companies (“SRCs”) under the federal securities laws in the fiscal year after such a former SRC ceases to qualify as an SRC. 

By…

On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here).  Chairman Paul Atkins previewed the Agenda, which widely diverges from the Commission’s fall 2024 rulemaking agenda, in a simultaneously-released statement (the “Statement”), declaring that “[t]he items on the agenda represent the Commission’s renewed…

On August 5, 2025, the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) issued new guidance regarding certain Protocol Staking (defined below) activities.  This guidance builds on a May 2025 Staff statement covering certain other types of Protocol Staking, discussed here.  Both statements provide the Staff’s views on the staking of…