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A rulemaking petition filed recently highlights the need to address the communications safe harbors.  The Securities and Exchange Commission has not reviewed the rules and regulations relating to social media under the securities laws since 2000. The last comprehensive review of the rules relating to offering related communications and safe harbors was Securities Offering Reform…

On March 27, 2026, the Securities and Exchange Commission (“SEC”) announced its intention to adjust the dollar thresholds used under the Investment Advisers Act of 1940 in determining when a registered investment adviser may charge performance‑based fees.  These fees, which tie adviser compensation to investment gains, are generally prohibited except in respect of “qualified clients”…

On March 24, 2026, Securities and Exchange Commission Commissioner Hester Peirce spoke at the Investment Company Institute’s 2026 Investment Management Conference laying out a pragmatic path to modernize the fund regulatory framework.  Her remarks emphasized that many of the industry’s longstanding pain points are well understood and, in some cases, readily fixable.  Among several key…

On March 19, 2026, the SEC staff issued a new Compliance and Disclosure Interpretation (Question 116.26) addressing how Form S-3 eligibility may impact an existing at-the-market (ATM) offering.  The interpretation considers a situation where a company establishes an ATM offering while it qualifies under General Instruction I.B.1, which allows companies with at least $75 million…

The Securities and Exchange Commission (“SEC”) issued an order approving proposed amendments (the “Proposed Amendments”) by The Nasdaq Stock Market LLC (“Nasdaq” or “Exchange”) to the Exchange’s rules to enable trading of certain securities in tokenized form during the pendency of a tokenization pilot program (the “DTC Pilot”) operated by The Depository Trust Company (“DTC”).…

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…

On March 17, 2026, the Securities and Exchange Commission issued an interpretation that provides guidance regarding how the federal securities laws apply to certain crypto assets and to certain transactions involving crypto assets.  Consistent with the recent MoU between the agencies, the Commodity Futures Trading Commission joined in this interpretation and guidance confirming that…

Today, the Securities and Exchange Commission proposed amendments to Securities Exchange Act Rule 15c2-11.  Subject to several exceptions, the Rule requires certain current information to be publicly available for brokers and dealers to publish quotations for, or to maintain a continuous quoted market in, a security.  In 2020, amendments to Rule 15c2-11 surprised market participants. …

On March 12, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) published two new FAQs on the application of the Holding Foreign Insiders Accountable Act to officers and directors of certain foreign private issuers (“FPIs”).  As we have previously discussed, pursuant to the Act, these individuals are required to report their…

In back-to-back speeches at the Futures Industry Association conference, Commodity Futures Trading Commission Chair Selig and Securities and Exchange Commission Chair Atkins set out their views regarding facilitating innovation through principles-based regulation and greater regulatory harmonization.  Chair Atkins provided some background regarding the regulation and oversight of securities and commodities; however, he noted that over…