On March 6, 2026, the Securities and Exchange Commission’s Division of Corporation Finance published another series of updated and new Compliance and Disclosure Interpretations (“CDIs”), this time focusing on portions of Securities Act Rules 701 (exempting offers and sales of securities under employee benefit plans) and 405 (defining “ineligible issuer”).  The Division also published two new CDIs addressing certain technical filing issues. 

As noted below, all of the revised CDIs related to Rule 701 were updated solely to reflect an increase in the amount of securities that may be issued in reliance on the exemption to $10 million in any consecutive 12-month period without a requirement to provide additional disclosure, consistent with updates made to Rule 701 in 2018.

Securities Act Rules CDIs – Rule 701
New Question 271.26An issuer seeks to rely on Rule 701 to grant options to employees over three consecutive 12-month periods, granting $9.9 million of options in the first period, $10.1 million in the second period, and $9.6 million in the third period.  The requirement to deliver additional disclosure under Rule 701(e) is triggered if the value of options, based on exercise price, granted during a consecutive 12-month period (plus the aggregate sales price of additional securities sold in reliance Rule 701 during the period) exceeds $10 million (see Rule 701(d)(3)(i) for calculations).  The CDI clarifies that this issuer must provide additional disclosure only to those employees granted options in the second 12-month period a reasonable period of time before exercise, not to those granted options in the first or third periods.
New Question 271.27If the issuer in CDI 271.26 above fails to provide the required additional Rule 701(e) disclosure to those persons granted options in the second period a reasonable time period before exercise, the exemption provided by Rule 701 is lost for the offering of all the options granted in the second period only, not the offerings conducted in the first and third periods.
Revised Question 271.10 Revised Question 271.12 Revised Question 271.14 Revised Question 271.16 Revised Question 271.23 Revised Question 271.24Amended several existing CDIs to update the dollar amount at which the requirement to deliver additional disclosure under Rule 701(e) is triggered, from $5 million to $10 million in accordance with 2018 updates to Rule 701; remainder of guidance unchanged.
Securities Act Rules CDIs  – Ineligible Issuer
Revised Question 203.03As defined in Rule 405, an “ineligible issuer” includes an issuer, or any entity that at the time was a subsidiary of the issuer, that within the past three years “was convicted of any felony or misdemeanor described in paragraphs (i) through (iv) of [S]ection 15(b)(4)(B) of the Securities Exchange Act of 1934.”  A conviction by a foreign court as to these activities would not trigger ineligibility, consistent with the Staff’s approach to similar disqualification provisions in Regulations A and D.  See Securities Act Rules C&DI 260.20, providing that disqualification under Rule 506(d) is not triggered by actions taken in jurisdictions other than the United States, such as convictions, court orders, or injunctions in a foreign court, or regulatory orders issued by foreign regulatory authorities. Notably, this is a reversal of the SEC’s prior position.
Securities Act Forms CDIs
New Question 101.06A company reorganized from an LLC to a C corporation can retain the same CIK, but should update the company’s information on EDGAR; see guide on how to Maintain and Update Company Information.
Regulation S-K CDIs
New Question 102.06Thefailure to check the SRC status box on the cover of a filing does not result in loss of SRC status or the ability to use SRC accommodations (assuming the issuer qualifies as an SRC).

Find the full list of updated CDIs.

Webinar | March 17, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

Following enactment of the Dodd-Frank Act, and the addition of swaps to the definition of commodity interest, more passive investment vehicles, their managers, and their advisers, must focus on possible characterization as commodity pools.  During this briefing Mayer Brown speakers will address:

  • Baseline: The definitions of commodity pool, commodity pool operator (CPO), and commodity trading advisor (CTA); the regulations that apply to registered CPOs and CTAs, and correspondingly, the desirability of identifying exemptions from registration;
  • (Out of) Scope: The scope of relief and exemptions, including amendments that expand relief for non-US commodity pool operators, foreign intermediaries, and pool-by-pool exemptions;
  • Sensitive Structures: The types of structures that may raise particular concerns, including funds, trusts, securitizations and repackaging vehicles; and
  • Inflection Point: The recent staff no-action letters for credit risk transfer transactions, the restoration of the QEP exemption, and related changes, and the areas where further relief could be granted.

On March 9, 2026, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published a short series of FAQs on the timing of initial Section 16(a) reports by directors and officers of certain foreign private issuers (“FPIs”), as required under the Holding Foreign Insiders Accountable Act, which was signed into law on December 18, 2025, with reporting requirements becoming effective on March 18, 2026.  The Staff also provided a link to an online request form where interested parties can seek further guidance on these new reporting responsibilities; requests should be directed to the Office of International Corporate Finance.  The FAQs included the following:

  • All Section 16(a) reports must be made pursuant to the SEC’s EDGAR system, subject to a previously-obtained hardship exception under Regulation S-T Rule 202.
  • If a person was an officer or a director of an FPI on December 18, 2025, but is no longer a director or officer as of March 18, 2026, then no Form 3 filing is required. 
  • A person is elected as a director or officer of an FPI, effective between December 18, 2025 and March 18, 2026.  The Form 3 for such a person would be due by the later of March 18, 2026 or the date that is ten days after the person became a director or officer (which could be after March 18).
  • An FPI initially registered a class of equity securities under Section 12 of the Exchange Act between December 18, 2025 and March 18, 2026.  If a person was a director or officer as of the date of the registration statement’s effectiveness, the Form 3 would be due on March 18, 2026. If the person became a director or officer after the effective date, the Form 3 is due by the later of March 18, 2026 or the date that is ten days after the person became a director or officer (which could be after March 18).
  • Rule 16a-2(a) requires a director or officer to report certain transactions that occurred within six months prior to the director or officer becoming subject to Section 16 solely as a result of the issuer registering a class of equity securities pursuant to Section 12 of the Exchange Act. If a FPI had a class of equity securities registered under Section 12 prior to March 18, 2026, then Rule 16a-2(a) would not require reporting transactions effected prior to March 18, 2026.  However, if a director or officer of a FPI becomes subject to Section 16 because the FPI registers a class of equity securities under Section 12 on or after March 18, 2026, then Rule 16-2(a) would obligate reporting certain transactions effected prior to March 18, 2026 on the first required Form 4.

Find the FAQs here.

On March 5, 2026, the Market Structure Subcommittee of the U.S.  Securities and Exchange Commission’s (“SEC”) Investor Advisory Committee (“IAC”) released a recommendation regarding the tokenization of equity securities.  The recommendation will be discussed and voted on at the IAC’s March 12, 2026 meeting.  As discussed below, the IAC cautions against adoption of a “blanket” innovation exemption to existing securities rules in connection with tokenized equity securities.

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Last week, the banking agencies issued guidance in the form of Frequently Asked Questions that provides certainty regarding the treatment of tokenized securities for purposes of the capital rules.  While this is not surprising, it is helpful to market participants perhaps especially in the context of the repo and derivatives market as more market participants consider collateral in tokenized form.

The guidance notes that tokenization generally takes one of two forms:  instances in which a token is used to represent an interest in a security that has been issued using traditional processes, such as a central securities depository, and other cases in which an issuer issues the security directly using distributed ledger technology, or DLT.  The guidance applies to both arrangements.  The guidance also applies to equity and debt securities in tokenized form so long as the blockchain versions “confer legal rights identical to those of the non-tokenized form of the security.”  The bank capital rules will treat them the same as a traditional asset.  The guidance also applies when derivatives reference tokenized securities.  Tokenized securities that do not confer legal rights identical to those of the non-tokenized form of the security, including legal ownership rights, are outside the scope of the guidance.  The guidance also notes that the capital treatment of tokenized securities does not differ depending on the use of a permissioned or a permissionless blockchain.

In addressing collateral, the agencies note that the “technologies used to confer legal rights to a security do not impact its ability to meet the definition of ‘financial collateral’ in the capital rule.  A banking organization should evaluate the tokenized security according to the definition of ‘financial collateral’ in the capital rule.”  Further, an eligible tokenized security would be subject to the same haircuts applicable to the non-tokenized form of the security.  Review the Capital Treatment of Tokenized Securities FAQs.

The Investor Advisory Committee (the “Committee”) of the Securities and Exchange Commission (the “SEC”) will hold a public meeting on March 12, 2026, beginning at 10:00 a.m. ET.  The meeting will be open to the public and accessible via a live webcast on the SEC’s website.  The meeting agenda includes the following items:

  • Public Company Disclosure Reform.  The panel will focus on potential reforms to the public company disclosure framework, including the merits of a shift from quarterly to semi-annual reporting as well as the ongoing review of Regulation S-K disclosure requirements.
  • Fund Proxy Voting — Challenges, Costs, and Pathways to Modernization.  This panel will examine challenges funds face in obtaining a quorum for shareholder meetings, particularly as retail participation patterns evolve and intermediated account structures complicate outreach. Panelists will discuss the current proxy voting framework, costs associated with solicitation, and potential avenues for modernization.
  • Vote on Recommendation Regarding the Tokenization of Equity Securities.  The Committee will discuss and vote on a recommendation concerning the tokenization of equity securities.  The discussion will address regulatory considerations and investor protection issues associated with the issuance, holding, and trading of tokenized equity. Read the Draft Recommendations prepared by the Market Structure Subcommittee.  Read our post on the December 2025 Committee meeting for additional background on prior Committee discussions regarding tokenization.

Additional information regarding the meeting, including the webcast details and the full agenda, is available on the SEC’s website.

On March 5, 2026, the Securities and Exchange Commission (the “SEC”) published an order granting an exemption from beneficial ownership reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) for officers and directors of certain foreign private issuers (“FPIs”).  As we previously reported here, on February 27, 2026, the SEC adopted final amendments to certain rules and forms under the Exchange Act to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”) to extend Section 16(a) beneficial ownership reporting to officers and directors of FPIs, beginning with an obligation to file an initial statement of beneficial ownership on Form 3 no later than March 18, 2026. 

Pursuant to authority provided to the agency under the HFIAA, the SEC’s March 5 order exempts officers and directors of any FPI that is (i) incorporated or organized in a “qualifying jurisdiction,” and (ii) subject to a “qualifying regulation,” from Section 16(a) reporting requirements.  As stated in the order, “the exemptive relief is available to directors and officers of an FPI that is either (i) incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different jurisdiction.”

Pursuant to the order, “qualifying jurisdictions” are Canada, Chile, the European Economic Area (including, as of the date hereof, the 27 member states of the European Union as well as Iceland, Liechtenstein, and Norway, but subject to future adjustment), the Republic of Korea, Switzerland, and the United Kingdom.  The SEC stated that it may, in the future, name additional “qualifying jurisdictions” through additional exemptive orders.

The order also names the “qualifying regulations” for each such qualifying jurisdiction, each of which is “substantially similar” to the disclosure requirements of Section 16(a), in that each generally requires the disclosure by officers and directors of their holdings in an issuer’s equity and derivative securities, along with changes in such holdings and other related information.  As with regard to “qualifying jurisdictions,” the SEC reserved the right to reassess these determinations, should there be future material changes to the qualifying regulations or otherwise, such that the regulations are no longer substantially similar to the requirements of Section 16(a).

The exemptive relief is subject to meeting both of the following conditions:

  • Any director or officer, as defined in Section 3(a)(7) and Rule 16a-1(f) of the Exchange Act, respectively, seeking to rely on the exemption must report their transactions in the issuer’s securities under the applicable qualifying regulation.  Rule 16a-1(f) extends the definition of “officer” to those responsible for significant policy-making functions, and, according to the SEC’s order, “this condition is intended to ensure that any director or officer that does not fall within the defined category of reporting persons under the applicable qualifying regulation will still be required to file Section 16(a) reports,” ensuring that appropriate beneficial ownership reports are filed regardless of an individual’s title.
  • Reports filed pursuant to a qualifying regulation must be made available in English to the general public within no more than two business days of public posting.  If an English version of the report cannot be filed through a regulator’s (or listing venue’s) online database, the report can be made publicly available on the issuer’s website.

Read the order here.

On February 18, 2026, Chairman Paul S. Atkins and Commissioner Hester M. Peirce of the Securities and Exchange Commission (“SEC”) delivered joint remarks at ETHDenver, outlining both the significant regulatory steps the SEC has taken over the past year and its agenda for the months ahead to provide additional regulatory clarity regarding digital assets.  The speech, entitled “Number Go Down and Other Schadenfreude,” takes its name from two themes addressed by the speakers:  the recent decline in cryptocurrency prices (an inversion of the crypto community’s hopeful “number go up” rallying cry) and, of course, the German term for taking pleasure in the misfortune of others.  Commissioner Peirce referred to this when commenting on critics reveling in the recent market downturn.  The speech suggests that market participants should instead focus on the durable regulatory frameworks being created that promote innovation.  The full text of the speech is available here.

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Hybrid | March 5-6, 2026
Register here.

Join us at the Practising Law Institute’s Private Placements and Hybrid Securities Offerings 2026 conference.

This annual event provides an overview of the legal framework applicable to exempt offerings, this year focusing on SEC staff guidance on private placements and exempt offerings.  The second half of the program focuses on doing deals, from venture style privates to late-stage or pre-IPO private placements, to PIPE transactions to equity lines of credit, as well as Section 4(a)(2) debt private placements and Rule 144A offerings, registered direct offerings, at the market offerings and confidentially marketed public offerings.

Chaired by Anna Pinedo, co-author of PLI’s Exempt and Hybrid Securities Offerings, this year’s conference includes Mayer Brown partner Jennifer Zepralka, as well as representatives from Nasdaq and the SEC staff, in-house counsel and bankers, sharing their perspectives on the private markets.

For more information, visit the event website.

The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee convened virtually on February 24, 2026, marking its first meeting of the year following the government shutdown that disrupted its schedule.  The Committee’s agenda included a discussion of finders, a discussion of private secondary markets, and an update from the SEC’s Office of the Advocate of Small Business Capital Formation (“OASB”) on its report.  The meeting included remarks from Chair Paul Atkins, Commissioner Mark Uyeda, and Commissioner Hester Peirce. 

Regulation of Finders

As we’ve covered on this blog before, the Committee discussed the regulation of finders.  Chair Atkins highlighted that identifying potential investors remains “one of the most persistent challenges for small businesses, especially those seeking capital below the range that typically attracts investment from venture capital firms or registered broker-dealers.”  According to the Chair, regulatory uncertainty compounds these barriers by deterring individuals from serving as finders and companies from engaging them.  Commissioner Uyeda articulated key principles that should be taken into account in formulating any approach for finders.  He emphasized that “sound regulation practices recognize that rules should be appropriately tailored to the specific risk being addressed.”  For example, he explained that if an intermediary serves a limited role, such as simply providing introductions, the full panoply of broker-dealer regulation would not appear necessary.  Instead, overly burdensome regulations “can deter useful and productive capital formation efforts.”  The Commissioner suggested policymakers consider which regulatory requirements are “so fundamental that they should apply irrespective of the limited transactional roles,” noting these “are likely to encompass only a small fraction of the broader SEC and FINRA rulebooks applicable to broker-dealers.”  Commissioner Peirce characterized the current regulatory landscape as a “muddled web of no-action letters that is out of step with practical realities.”

Growth of the Private Secondary Markets; Balancing Private and Public Markets

Commissioner Peirce cited statistics on the growth of private secondary markets–from $162 billion in 2024 to $240 billion in 2025–reflecting demand for investment opportunities in private companies as well as a need for existing investors to obtain liquidity.  The Commissioner noted that private market investors are increasingly able to turn to secondary markets to exit positions and reallocate capital.  Tools such as continuation vehicles diminish pressure on companies to pursue IPOs. 

Chair Atkins focused his comments on resale exemptions and blue sky laws.  He noted that securities issued in exempt offerings are generally subject to resale restrictions for a period of time and “issuers may also impose additional transfer restrictions to maintain visibility into their shareholder base.”  Secondary trading of private securities is “almost always subject to state blue sky laws,” creating a patchwork of compliance requirements.  Individuals can sometimes navigate blue sky issues by complying with the “manual exemption;” however, relying on this resale exemption can be “costly and time consuming for both investors and issuers.”  Chair Atkins referenced the Committee’s prior recommendation that the Commission preempt state blue sky laws for off-exchange secondary trading in companies that make available “robust, publicly accessible, and timely public disclosures, such as those required by Regulation A Tier 2.”  He acknowledged this approach reflects “a sound instinct,” as many limitations on secondary trading are designed to protect investors who might otherwise lack access to adequate disclosure.  However, he noted disclosure-based preemption “would not necessarily resolve the separate issue of company-imposed transfer restrictions beyond what current law requires,” suggesting more comprehensive solutions may be needed. 

Noting the relationship between private secondary markets and the public markets, Commissioner Peirce asked–“if capital for companies and liquidity for investors and employees are available privately, why take on the burdens associated with being a public company?”  She expressed her support for revitalizing the IPO market, emphasizing that “public markets facilitate price discovery and retail access in ways that the private secondary markets cannot duplicate perfectly.”

Clarity for Exempt Offerings

Commissioner Uyeda highlighted several recent staff initiatives aimed at providing regulatory clarity relating to offering exemptions, includingthe SEC staff’s FAQs on Form D that consolidate existing guidance.  Commissioner Uyeda also highlighted the Division of Corporation Finance’s recent Compliance and Disclosure Interpretations (“C&DIs”), including guidance on Regulation A and Regulation CF.  Read our blog post on the C&DIs.

Read the full remarks from Chair Atkins, Commissioner Uyeda and Commissioner Peirce.