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On February 27, in what is likely the first of many statements about crypto assets, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) posted a statement on Meme Coins (the “Statement”).  In the Statement, the Division’s Staff shared its views that transactions in “meme coins,” which are “a…

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. …

Members of the US Securities and Exchange Commission (the “Commission”) continue to share their views about the Commission’s current priorities, and Monday was Acting Chairman Mark Uyeda’s turn.  Speaking at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference on February 24, 2025, Acting Chairman Uyeda provided his thoughts on where the Commission…

On February 25, 2025, the SEC extended the compliance dates for Rule 17ad-22(e)(18)(iv)(A) and (B) under the Securities Exchange Act for eligible cash market transactions by one year to December 31, 2026, and for eligible repo market transactions to June 30, 2027.  The SEC issued a cancellation notice for its originally scheduled February 26, 2025…

The SEC is set to hold an open meeting on February 26, 2025, to discuss extending compliance deadlines and granting temporary exemptions for covered clearing agencies (CCAs) handling U.S. Treasury securities. This review focuses on Rule 17ad-22(e)(18)(iv)(A) and (B) and a temporary exemption for Rule 17ad-22(e)(6)(i) and Section 19(g) under the Securities Exchange Act of…

On February 21, 2025, Commissioner Hester Peirce released a statement inviting input from interested parties on the regulation of crypto assets.  Commissioner Peirce stated that greater crypto clarity requires the public’s input, and the Crypto Task force therefore welcomes “input from anyone in the public with an interest in these topics, and a wide range…

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…

In January 2025, The New York Stock Exchange (NYSE) adopted an amendment (the “Amendment”) to the reverse stock split rules and procedures in Section 802.01C of the NYSE Listed Company Manual (the “NYSE Manual”).  The amendment provides that (i) a listed company that falls below the price criteria (defined below) will not be eligible for…

In January 2025, the founder of Citron Capital, LLC (“Citron”) filed a petition for rulemaking with the US Securities and Exchange Commission requesting the SEC to initiate rulemaking to clarify the regulation of trading by individual investors who publicly comment on securities. Raising First Amendment protection concerns, the petition argues there are no existing SEC…

Various trade associations (the “Associations”), including the Securities Industry and Financial Markets Association (SIFMA), Managed Funds Association (MFA), Futures Industry Association (FIA), International Swaps and Derivatives Association (ISDA), Alternative Investment Management Association (AIMA) and The Institute of International Bankers (IIB), among others, published a letter dated January 24, 2025, to Acting Chairman Mark T. Uyeda…