Securities Regulation

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On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”). The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in…

On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published two rulemaking proposals, each of which would substantially revise the requirements of the U.S. federal securities laws applicable to public companies. These proposals mark the next step in SEC Chair Paul Atkins’ mission to grow the U.S. capital markets and “make IPOs…

As noted in our earlier post, the Securities and Exchange Commission (“SEC”) released two rulemaking proposals aimed at overhauling how public companies access the capital markets and address their ongoing reporting obligations.

The second rulemaking proposal, “Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies,” would simplify the filer…

Today, the Securities and Exchange Commission (“SEC”) proposed two sets of rule amendments aimed at overhauling how public companies access the capital markets and meet their ongoing reporting obligations.  The first rulemaking proposal, “Registered Offering Reform,” seeks to modernize the registered offering framework by, among other things, broadening eligibility for streamlined registration forms and extending…

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…

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 April 16, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued an exemptive order granting relief for certain tender offers from the requirement that such offers remain open for at least 20 business days.  In response, in part, to technological improvements, and consistent with previous relief from this requirement, the…

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 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…