On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”). The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in
FINRA Proposes Amendments to Communications Rule to Permit Use of Projections
FINRA’s proposal would expand investor access to performance projections and targeted returns to more closely align FINRA Rule 2210 with the IA Marketing Rule
The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently filed with the U.S. Securities and Exchange Commission proposed amendments (the “Proposed Amendments”) to FINRA Rule 2210 (Communications with the Public) to permit
Staying on Message: Practical Strategies to Navigate Pre-IPO and De-SPAC Communications
Webinar | September 10, 2025
1:00 a.m. – 2:00 p.m. EDT
Register here.
Join Solebury and Mayer Brown for a webinar on legal, regulatory, and strategic issues arising in connection with offering related communications, especially in connection with an IPO or a de-SPAC transaction. Panelists will offer practical guidance for remaining compliant with securities
Corp Fin Staff Posts Updated Guidance on Confidential Submissions of Registration Statements
The Staff of the Division of Corporation Finance posted questions and answers regarding the confidential submission process for draft registration statements.
The guidance provides additional clarity relating to the process applicable to companies that are not emerging growth companies and that submit draft registration statements for confidential review. For example, the Q&As address confidential treatment
Frequently Asked Questions for FINRA Member Firms on AI Use in Public Communications
Several days ago, FINRA released guidance updating its Frequently Asked Questions relating to Rule 2210 on Advertising and Public Communications to address Artificial Intelligence. This follows after FINRA has consistently been noting that the use of AI and AI tools should be addressed by member firms in their policies and procedures and may implicate their
Offerings and Communication Reforms for BDCs and Closed-end Funds
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 Social Media Guide: Social Media Compliance for Issuers, Broker-Dealers, & Investment Advisers
You are an issuer, investment adviser, or broker-dealer. You want to communicate to the public about securities. Should you (a) type a letter and drop it in the mailbox; (b) chisel out a prospectus on two stone tablets; or (c) use social media?
If you chose (c),
FINRA Expands Scope of Filing Requirements for Private Placements
In Regulatory Notice 21-26 (July 15, 2021), FINRA amended the filing requirements of Rules 5122 and 5123 to require members to file with FINRA any “retail communications,” as defined in FINRA Rule 2210, that promote or recommend private placement offerings. FINRA Rule 5122 covers private placements of securities issued by a FINRA member, while Rule
SEC Staff Comments on SPACs
Today, the Staff of the Securities and Exchange Commission issued two statements relating to special purpose acquisition companies (SPACs). Neither statement provided any guidance or interpretation. Both seemed directed at emphasizing existing regulations.
The first statement from the Staff of the Division of Corporation Finance (see: https://www.sec.gov/news/public-statement/division-cf-spac-2021-03-31) noted a series of considerations that private
SEC Adopts Final Rules Modernizing Offering and Communications Rules for BDCs and CEFs
At an open meeting held today the Securities and Exchange Commission adopted amendments modernizing the offering and communications related rules applicable to business development companies (BDCs) and closed end funds (CEFs). The amendments implement the rulemaking mandate in the Small Business Credit Availability Act and the Economic Growth, Regulatory Relief, and Consumer Protection Act. Most