Liz Walsh

Subscribe to Liz Walsh's Posts

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…

In what may be indicative of the Securities and Exchange Commission’s renewed focus on small business capital formation, one of the topics that the staff (the “Staff”) of the Commission’s Division of Corporation Finance (the “Division”) is focusing on is the Regulation A exemption from registration.  Notably, on June 30, the Division issued a no-action…

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…

On May 29, 2025, the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission continued its recent pattern of issuing Staff guidance addressing cryptocurrency. The May 29 Staff statement, titled “Statement on Certain Protocol Staking Activities”, provides the Staff’s views on the staking of crypto assets (“Covered Crypto Assets”)…

On May 28, 2025, the U.S. Securities and Exchange Commission (the “SEC”) released several reports produced by its Division of Economic and Risk Analysis (“DERA”) detailing data and statistics regarding the use of the exemptions from Securities Act registration provided by Regulation A and Regulation Crowdfunding, or Regulation CF.  Regulation A consists of two offering…

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…

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.