On October 29, 2025, Paul Atkins, Chairman of the Securities and Exchange Commission (“SEC”), signaled that he will ask SEC staff to evaluate relief for certain firms who engage in a de minimis level of security-based swap (“SBS”) dealing. While the relief will not be issued as long as the government shutdown persists, his statement
Exchange Act
New Exchange Act Rules Compliance and Disclosure Interpretation 130.05
By Liz Walsh on
On August 27, 2025, the staff of the Securities and Exchange Commission (the “SEC”) published new Exchange Act Rules Compliance and Disclosure Interpretation 130.05, governing the treatment of certain former smaller reporting companies (“SRCs”) under the federal securities laws in the fiscal year after such a former SRC ceases to qualify as an SRC.
By…
SEC Formally Withdraws Various Proposed Rules
By Steffen Hemmerich & Anna T. Pinedo on
- Conflicts of
SEC Expands Accommodations for Issuers Submitting Draft Registration Statements
- expand the availability of the SEC’s confidential review process for
SEC Drops Appeal of “Dealer Rule” Litigation
By Anna T. Pinedo, Steffen Hemmerich & Mark Zhuang on
On February 19, 2025, the Securities and Exchange Commission (the “Commission” or “SEC”) dropped its appeal of a ruling by the U.S. District Court for the Northern District of Texas (“District Court”) on November 6, 2024 that struck down the Commission’s “Dealer Rule.”
The Dealer Rule, adopted by the SEC on February 6, 2024, further…
SEC Adopts Amendments Mandating Certain Exchange Act Filings and Submissions to be Made Electronically; Also Adopts Technical Changes Regarding FOCUS Reports
By Anna T. Pinedo, Steffen Hemmerich & Mark Zhuang on
On December 16, 2024, the Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) requiring the electronic filing, submission, or posting of certain forms required under the Securities Exchange Act of 1934 and the rules and regulations thereunder, using structured, machine-readable data language as appropriate. The SEC also adopted amendments to the Financial and Operational…
Regulation M: the Basics, the Amendments and their Effect on Offerings
By Caitlin Kaplan on
- An overview of Reg M, specifically, Rules 101 and 102
- An overview of the
SEC Staff Posts New Guidance for Asset-Backed Securities
On July 31, 2024, the US Securities and Exchange Commission (SEC) staff in the Division of Corporation Finance posted three new Compliance and Disclosure Interpretations (C&DIs) related to the rules and forms adopted under Regulation AB, the Securities Act, and the Exchange Act with respect to asset-backed securities. C&DIs provide guidance to those who must…
SEC Adopts Rules to Require Registration of Certain Persons Engaging in Liquidity-Providing Activities as “Dealers” and “Government Securities Dealers”
Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants May Become Subject to Registration
On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in…
FINRA Publishes 2024 Annual Regulatory Oversight Report
Posted in AI, Cybersecurity, Exchange Act, Financial Services, FINRA, Regulation Best Interest, Regulatory, SEC News
New Topics and Content Highlight FINRA’s Increased Focus on Cybersecurity, Crypto Assets, Artificial Intelligence, Market Integrity, Off-Channel Communications and Other Key Risk Areas
On January 9, 2024, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published the 2024 FINRA Annual Regulatory Oversight Report (the “Report”), which builds on the structure and content of FINRA’s prior reports…