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On January 28, 2026, the Divisions of Corporation Finance, Investment Management, and Trading and Markets (collectively, the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued another in a series of statements providing guidance on the application of the federal securities laws to various types and aspects of cryptocurrency, in particular, certain taxonomies…

On January 22, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change with the Securities and Exchange Commission (“SEC”) to amend FINRA Rule 5123, which governs member filings in connection with private placements.  The proposal would expand the rule’s existing accredited investor exemption to cover certain family offices and to include…

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…

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance revised a number of Compliance and Disclosure Interpretations (“CDIs”) and issued several new CDIs.  The revised CDIs span different topics, from registered exchange offers to proxy solicitations.  Overall, the CDIs reflect the current Commission’s focus on addressing regulatory requirements that may impose…

The Securities and Exchange Commission recently announced that its Small Business Capital Formation Advisory Committee will host a public meeting on February 24, 2026.  The meeting will focus on potential regulatory improvements relating to “finders” who help companies raise capital in private transactions from accredited investors.  The Committee first began to consider possible guidance relating…

The Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) will hold a joint public event on Thursday, January 29, 2026 (rescheduled from Tuesday, January 27), at the CFTC Headquarters in Washington, D.C., to discuss harmonization of the regulatory approach taken by the agencies and U.S. leadership in the crypto era. The…

On January 7, 2026, the Securities and Exchange Commission (“SEC”) proposed amendments to the rules that define which registered investment companies, investment advisers,[1] and business development companies[2] qualify as “small entities” for purposes of the Regulatory Flexibility Act (RFA).  These amendments would significantly increase the asset-based thresholds last updated in 1998 and introduce…

On January 13, 2026, Securities and Exchange Commission Chair Atkins released a statement relating to a comprehensive review of Regulation S-K.  In the Chair’s statement, he notes that he has asked the Staff of the Division of Corporation Finance to “engage in a comprehensive review of Regulation S-K.”  The Chair notes that the first step…

IPOs and Small Public Companies

As we noted in our prior post, the Office of the Advocate for Small Business Capital Formation recently issued its Staff Report for fiscal year 2025, which provides information on the Office’s activities.  We discussed the Report’s findings with respect to reliance on exempt offerings as well as…

The Office of the Advocate for Small Business Capital Formation recently issued its Staff Report for fiscal year 2025, which provides information on the Office’s activities.  As do prior reports, this Report provides a perspective and data on capital formation related to small and emerging businesses and exempt offerings; data related to mature and…