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
Liz Walsh
Staff Stablecoin Statement
By Liz Walsh & Jennifer Zepralka on
Posted in Digital Assets, SEC News
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…
Staff Guidance on Non-WKSI Form S-3 Registration Process; Disclosure Requirements for Foreign Private Issuers
By Jennifer Zepralka & Liz Walsh on
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…
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…
Reiteration of Existing Principles-Based Guidance and Updated CDIs
By Liz Walsh on
On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and published two new Securities Act Rules Compliance and Disclosure Interpretations (“CDIs”), all related to compliance with Rule 506(c) of Regulation D…
SEC Expands Accommodations for Issuers Submitting Draft Registration Statements
- expand the availability of the SEC’s confidential review process for
SEC Staff Statement on Meme Coins and Commissioner Crenshaw’s Response
By Liz Walsh & Jennifer Zepralka on
On February 27, in what is likely the first of many statements about crypto assets, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) posted a statement on Meme Coins (the “Statement”). In the Statement, the Division’s Staff shared its views that transactions in “meme coins,” which are “a…
Acting Chair Uyeda on SEC’s Priorities
By Liz Walsh on
Members of the US Securities and Exchange Commission (the “Commission”) continue to share their views about the Commission’s current priorities, and Monday was Acting Chairman Mark Uyeda’s turn. Speaking at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference on February 24, 2025, Acting Chairman Uyeda provided his thoughts on where the Commission…
The SEC’s Crypto Task Force: Mapping the Road Ahead
By Jennifer Zepralka & Liz Walsh on
In a statement entitled “The Journey Begins,” on February 4, 2025, US Securities and Exchange Commission (“SEC” or the “Commission”) Commissioner Hester Peirce provided new details regarding her thoughts on the agency’s evolving position on crypto. Commissioner Peirce is leading the SEC’s new Crypto Task Force (the “Task Force”), which she described as “want[ing] to…