Liz Walsh

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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.

On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs by the Division in the last few months.  Six new Exchange Act Forms CDIs relate to the clawbacks-related checkboxes on the cover…

On April 4, 2025, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “Commission”) published a statement (the “Statement”) outlining its position on stablecoins, a category of crypto asset intended to maintain a stable value in regard to a reference asset, such as the U.S. dollar, and track the…

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure Interpretations.  For the second time in a month, the Staff revised or withdrew certain CDIs, notably including new guidance allowing any…