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
FINRA’s 2026 Report Flags Issues and Effective Practices Relating to Private Placements
In December 2025, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2026 Annual Regulatory Oversight Report (the “Report”). The Report includes a focused discussion of private placements, highlighting areas that continue to draw attention from FINRA’s Member Supervision, Market Oversight and Enforcement teams.
FINRA reiterates that recommendations of private placements to retail investors trigger
26 Trends Affecting Capital Markets in 2026
On this blog, we have commented quite a number of times regarding a number of trends affecting our capital markets—many of which have been a factor since the early 2000s and which have become more pronounced since the adoption of the Sarbanes-Oxley Act and related reforms. For example, we have noted the decline in the
Negotiating Private Investments: Structuring Strategies Using Preferred Stock, Convertibles, and Warrants
- The equity and equity-linked private placement market, including the emergence of unicorns and mega-rounds and the entry
11th Annual Alternative Finance Summit
- The private placement market and SEC Staff
What’s the Deal? Series: Path to Liquidity in a Private Placement
- Investing in redeemable
Regulation D Offerings and Private Placements 2025
- Professional responsibilities: Due diligence and risks
- Recent SEC rule making and court cases
- Rule 504, Rule 506(b) and
What’s the Deal? Series: Negotiating Private Placement Engagement Letters
April 16, 2025
8:30 a.m. – 9:30 a.m. EDT | Registration starts at 8 a.m.
Mayer Brown LLP 14th Floor, 1221 Avenue of the Americas, New York, NY 10020
Register here.
Join us for the first in a series of three “What’s the Deal?” seminars relating to private placements. In this first session, we
Private Placements & Hybrid Securities 2025
Join us at the Practising Law Institute’s Private Placements and Hybrid Securities Offerings 2025 conference.
This annual conference provides an overview of the legal framework applicable to private and exempt offerings, covering the basics of private placements, resales of restricted securities, Rule 701, Rule 144, Section 4(a)(1-1/2) transactions and block trades, and private secondary transactions.
Fintech Funding Trends 2024: Capital Raising Slows, Deal Sizes Grow
According to CB Insights’ State of Fintech 2024 Report (the “Report”), global fintech companies raised $33.7 billion in private placements in 2024, marking a 20% drop year-over-year. Deal volume also declined, with 3,580 offerings completed—a 17% decline from the prior year. However, this annual funding decline was the smallest in three years, signaling potential stabilization