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In 2012, the SEC Staff granted no action relief to Royal Bank of Canada to register covered bonds on a Registration Statement on Form F-3.  Even though covered bonds are not “asset-backed securities,” that relief was predicated on the covered bond Guarantor complying with certain reporting requirements under Regulation AB.  When Regulation AB was amended…

The Staff of the Division of Trading and Markets (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) recently issued a statement (the “Statement”) providing its views on the application of the broker-dealer registration requirements under Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to…

On May 5, 2026, the U.S Securities and Exchange Commission (the “SEC”) published a long-awaited release (the “Proposing Release”) proposing changes to certain rules which, if adopted, will allow (but not require) registrants to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations…

Today, the Securities and Exchange Commission (the “SEC”) proposed a rule and form amendments that would allow public companies to file semiannual reports to meet their interim reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , as well as related amendments to certain financial…

On May 4, 2026, the U.S. Securities and Exchange Commission’s Division of Corporation Finance published two new Corporation Finance Interpretations (“CFIs”), formerly known as Compliance and Disclosure Interpretations.  The new CFIs relate to pooled employer plans (“PEPs”), which are defined contribution retirement plans, such as 401(k)s, that permit employees from multiple unrelated employers to join…

The Staff of the SEC’s Division of Investment Management issued a no-action letter on April 27, 2026 to J.P. Morgan Investment Management, Inc. (“JPMIM”) addressing the application of an existing co-investment exemptive order to certain open-end funds and the operation of the “Required Majority” condition.  JPMIM requested assurance that open-end funds advised or sub-advised by…

On April 16, 2026, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued an exemptive order allowing certain qualifying tender offers for equity securities to remain open for a minimum of 10 business days, instead of the 20 business days required under the Securities Exchange Act of 1934 (the…

The Securities and Exchange Commission’s next meeting of the Small Business Capital Formation Advisory (“SBCFA”) Committee convenes April 28, 2026, to explore ways to encourage more companies to go public.  The SBCFA Committee will hear from members on the state of the IPO market while considering the existing regulatory framework and how IPO activity and…

On April 10, 2026, five trade associations—the American Bankers Association, the Bank Policy Institute, SIFMA, the Independent Community Bankers of America, and the Institute of International Bankers—submitted a joint comment letter to the Securities and Exchange Commission in response to Chair Atkins’ request for comment on Regulation S-K.  The letter urges the SEC to rescind…

On April 17, 2026, the Securities and Exchange Commission (SEC) approved with immediate effectiveness the New York Stock Exchange’s (NYSE) proposed rule change (SR-NYSE-2026-17) that allows tokenized securities to be listed and traded on the NYSE.  The NYSE rule would integrate blockchain-based representations of traditional stocks and ETFs into its existing trading infrastructure.  Like Nasdaq’s…