Securities Regulation

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On May 12, 2025, the Securities and Exchange Commission (“SEC”) held a Crypto Task Force roundtable to explore an appropriate regulatory framework for tokenized securities. In the keynote address, Chair Paul Atkins, stated that a key priority of his tenure will be the development of a rational regulatory framework for crypto asset markets. His focus…

On May 8, 2025, the Securities and Exchange Commission (“SEC”) held the 31st International Institute for Securities Market Growth and Development.  Commissioner Peirce used this opportunity to discuss an approach to regulating the tokenization of traditional securities—in other words, issuing traditional securities through a blockchain or distributed ledger.

The Commissioner noted that other jurisdictions have…

An important trend discussed at the 2025 Milken Institute Global Conference was the integration of private credit into retail investor portfolios.  Assuming certain regulatory challenges can be overcome, this development would expand offering opportunities for retail investors.  Speakers highlighted the rapid expansion of the private credit market, which is projected to grow to $2.3 trillion…

On March 25, 2025, the Securities and Exchange Commission (“SEC”) held a Crypto Task Force roundtable to explore regulatory considerations surrounding custody of crypto assets through broker-dealers and other financial institutions, such as state chartered limited purpose trust companies. Newly installed SEC Chairman Paul S. Atkins opened the roundtable by stating that he expects “huge…

In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly.  According to a report from the Loan Syndications and Trading Association (LSTA) detailing data from a recent survey, the U.S. private corporate credit market now exceeds $1.5 trillion and is expected to continue to grow while incurring modest amounts…

On March 20, 2025, the Financial Industry Regulatory Authority (FINRA) proposed amendments to its rules imposing restrictions on the purchase and sale of equity securities offered in initial public offerings (IPOs) (Rule 5130) and new issue allocations and distributions (Rule 5131) to exempt business development companies (BDCs) from the rules’ prohibitions.

Currently, non-traded (and private)…

On March 21, 2025, the Securities and Exchange Commission (“SEC”) held the inaugural roundtable of its Crypto Task Force to explore the legal issues involved in classifying crypto assets under the federal securities laws.  Acting SEC Chair Uyeda opened the roundtable explaining the limitations associated with applying the test developed under SEC v. W.J. Howey…

On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of extracted performance, and (ii) new guidance regarding “portfolio or investment statistics.” We provide a brief overview of the New Marketing Rule…

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure Interpretations.  For the second time in a month, the Staff revised or withdrew certain CDIs, notably including new guidance allowing any…

On March 20, 2025, the SEC’s Staff of the Division of Corporation Finance (the “Division”) issued a statement providing its views that crypto mining activities (as defined in its statement) do not involve the offer and sale of securities within the meaning of Section 2(a)(1) of the Securities Act of 1933, as amended (the “Securities…