This article discusses the amendments adopted by the US Securities and Exchange Commission (“SEC”) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (“Securities Act”), and the communications safe harbors available to business development companies (“BDCs”) and closed-end funds (“CEFs”), including interval funds but excluding open-end funds, exchange-traded

The staff of the Securities and Exchange Commission’s Division of Corporation Finance issues comment letters relating to registration statements and periodic report filings. This note examines the issues raised in SEC staff comment letters for IPOs relating to the valuation of equity awards issued to employees at a value that may be considered less than