Jennifer Zepralka

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On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued not one, but two, sets of changes to their Compliance and Disclosure Interpretations (“CDIs”).  In this second set of CDIs, the Staff updated and removed certain guidance to reflect current rules and regulations, notably Securities Act Rule 152, which…

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance revised a number of Compliance and Disclosure Interpretations (“CDIs”) and issued several new CDIs.  The revised CDIs span different topics, from registered exchange offers to proxy solicitations.  Overall, the CDIs reflect the current Commission’s focus on addressing regulatory requirements that may impose…

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 September 26, 2025, Securities and Exchange Commission (SEC) Chairman Paul Atkins announced that the SEC will reinstate its former practice of allowing a party subject to a pending enforcement action to request the SEC to simultaneously consider an offer of settlement and a request for waivers from automatic disqualifications and other collateral consequences resulting…

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…

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”)…