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
ICI Proposes Subscription Data Framework for Retail Alternatives
The Investment Company Institute (ICI) released a white paper introducing a proposed subscription data framework (the “Framework”) for retail alternative investments. Developed by its Retail Alternatives Working Group, the Framework aims to standardize data formats and definitions used in subscription documents, improving interoperability across systems and supporting more efficient distribution.
The U.S. alternative investment landscape…
NASAA Amends REIT Guidelines: What Sponsors, Intermediaries, and Investors Need to Know
On September 7, 2025, the North American Securities Administrators Association (NASAA) approved amendments to its Statement of Policy Regarding Real Estate Investment Trusts (the “REIT Guidelines”), which were last amended in 2007. The proposed amendments were last put forth for public comment by NASAA on March 25, 2025.
The REIT Guidelines contain requirements for non-traded…
REIT Capital Raising in 2024
REIT capital raising in 2024 has surpassed 2023 and 2022 levels after having undergone a substantial decline after the COVID pandemic. According to the National Real Estate Investment Trust Association (Nareit), US REITs raised $23.3 billion from secondary debt and equity offerings in the third quarter of 2024 and approximately $65 billion in debt and…
SEC Director Focuses on CRE Disclosures
As part of a panel discussion at the Practising Law Institute’s 2024 SEC Speaks Conference held on April 2, 2024, the Director of the SEC’s Division of Corporation Finance, Erik Gerding, highlighted several risks and disclosures relating to commercial real estate (CRE) that the Staff has recently focused on and expects to continue to focus…
Options for Monetizing mREIT Managers
- Internalizations
- Manager sales
- Manager terminations coupled with mREIT
REIT External Managers Avoid Clawback Policy Requirement
On June 9, 2023, the Securities and Exchange Commission approved the clawback listing standards proposed by the New York Stock Exchange and The Nasdaq Stock Market, each as required by SEC Rule 10D-1. Listed companies have until December 1, 2023 to adopt and implement a compliant clawback policy. The policy must apply to any individual…
2023 Mortgage & Housing Summit
- Michael Fratantoni
ESG and Human Capital Disclosures
During the 2022 NAREIT REITwise conference, Mayer Brown partner Christina Thomas was interviewed to provide context regarding the US Securities and Exchange Commission’s (“SEC”) proposed rule changes and what’s behind the impetus for more robust disclosures. Christina also talked about how the SEC has discussed updating human capital management disclosure rules, in addition to…
REITwise: 2021 Law, Accounting & Finance Conference
March 23 – 25, 2021 | Webinar Conference
Hosted by Nareit, Sponsored by Mayer Brown
Mayer Brown is proud to be a Platinum Sponsor of REITwise 2021®: Nareit’s Law, Accounting & Finance Conference. This year’s REITwise conference covers the political, economic and market events that impact legal, financial, tax and accounting operations within REITs and…

