Capital Markets

On May 5, 2026, the SEC proposed to permit public companies to file semiannual reports instead of quarterly reports. If adopted, companies subject to Exchange Act Section 13(a) or 15(d) that currently file quarterly reports on Form 10-Q could elect to file one semiannual report on new Form 10-S and one annual report on Form…

On April 16, 2026, the SEC’s Division of Corporation Finance issued an exemptive order permitting certain tender offers for equity securities to remain open for as few as 10 business days rather than the current 20-business-day minimum under Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a). The Division said the relief is intended to address market inefficiencies…

The SEC’s Division of Trading & Markets today issued a conditional no-action position that it would not object if compliant “user interfaces” designed to facilitate the execution of crypto securities transactions operate without registering as broker-dealers.  In plain English, the staff’s position applies to interfaces operating in a neutral fashion by providing mechanics to facilitate…

There has been movement forward on the Clarity Act, and the SEC and CFTC have anticipated its passage by pre-emptively completing a “memorandum of understanding” that would be required by the Act, and by beginning the “rulemaking” process with a joint interpretive release distinguishing between “investment contract assets” regulated by the SEC and “digital commodities”…

The SEC staff has continued to update, refine, and supplement the staff’s longstanding Compliance and Disclosure Interpretations (CD&Is) at a rapid pace to reflect the SEC’s current priorities. Earlier this year, the SEC posted new Securities Act CDIs regarding “integration” issues generally in connection with exempt offerings under Regulation D (the full list is available…

Last week, on March 4, 2026, the U.S. Securities and Exchange Commission (“SEC”) held a roundtable on retail investments in private market, or “alternative,” investments.  Such investments might include, for example, hedge, credit, or other private funds, as well as non‑traded real estate investment trusts (REITs), business development companies (BDCs), a small but potentially growing…

On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (the “HFIAA”), which will terminate an exemption that long enabled directors and officers of foreign private issuers (“FPIs”) to avoid certain insider reporting obligations under Section 16(a) of the Securities Exchange Act of 1934, as amended…

Legislation that will subject non-US companies that publicly report in the U.S. to short-swing profits liability rules under Section 16 of the Exchange Act is embedded in the annual defense funding bill that has passed in the House and goes to the Senate as early as next week.  The requirement would apply to companies that…

As of 12:01 am on October 1, 2025, congressionally appropriated funding lapsed for most operations of the United States government. Though the government has shut down, business continues, and market participants that need to interact with the Securities and Exchange Commission (the “SEC”) in order to complete a transaction may encounter delays. Below is a…

On September 15, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission said that it will not recommend enforcement action if Exxon Mobil Corporation implements its proposed Retail Voting Program. See the no-action letter available here. Exxon’s proposed program would allow its retail shareholders to set standing voting…