Editor

Harrison Tucker

Partner

SEC Proposes Sweeping Modernization of Transfer Agent Rules, Including New Restrictive Legend Requirements With Significant Implications for Capital Markets Transactions

The first comprehensive overhaul of the federal transfer agent rules in four decades would align transfer agent operations with the current T+1 standard settlement cycle, accommodate electronic and blockchain-based recordkeeping, and impose new gatekeeping duties on transfer agents in unregistered securities transactions. Practical takeaways and implications for capital markets participants are set forth at the…

Reminder for Resource Extraction Issuers: Form SD Due by September 29, 2025

As previously reported on our Securities Regulation and Corporate Governance Monitor here and here, domestic and foreign “resource extraction issuers” are required to annually disclose information about certain payments made to foreign governments or the U.S. federal government on Form SD. For companies with a December 31, 2024 fiscal year end, this year’s form will…

SEC Expands Accommodations for Draft Registration Statements

On March 3, 2025, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) announced that it is further expanding existing accommodations to allow more companies to confidentially submit draft registration statements for nonpublic review.  These accommodations provide more flexibility for certain companies to initiate registration of their securities, spin-offs, and other offering processes…

Reminder: Securities Settlement Cycle Transitions to T+1 on May 28, 2024

​​As previously reported on our Securities Regulation and Corporate Governance Monitor (available here and here), on May 28, 2024, the standard settlement cycle for most broker-dealer transactions will be shortened from “T+2″ to “T+1,” subject to certain exceptions.  The SEC approved this change in its rule amendments to Rule 15c6-1(a) under the Exchange Act adopted…

Reminder For Resource Extraction Issuers: Form SD Due September 2024

​As previously reported on our Securities Regulation and Corporate Governance Monitor on December 16, 2020 (available here), the Securities and Exchange Commission (the “SEC") adopted the final rule (available here) requiring additional disclosures by public companies that engage in the commercial development of oil, natural gas or minerals. Under the final rule, domestic or foreign “resource…