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…
With the U.S. government reopening after a 43-day shutdown, the Securities and Exchange Commission Division of Corporation Finance (the “Division”) issued new Q&As on November 13, 2025 addressing certain post-shutdown issues, including the treatment of pending registration statements and proxy statements that were filed during the shutdown. Importantly, the guidance provides that: Issuers that filed…
On October 9, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance updated Q&As addressing the implications of the government shutdown to help facilitate IPOs that companies seek to price during the government shutdown. Companies Can Launch IPO with Price Range Rule 430A allows companies to omit pricing and price-dependent information from…
On June 1, 2023, the Supreme Court of the United States unanimously upheld that plaintiffs alleging the registration statement for a “direct listing" IPO contained a material misstatement or omission, who sue under Section 11 of the Securities Act of 1933, must trace the shares they bought to the registration statement. In a direct listing,…
The SEC Division of Corporation Finance staff (the “Staff") has released a list of FAQs on COVID-19 for registrants (available here) that provides guidance on required disclosures under the SEC’s COVID-19 Order and the application of such order to Form S-3 filings. The FAQs and responses provided by the Staff as of May 5, 2020…
On May 4, 2020, the SEC announced (available here) that it has immediately approved proposed rule changes by The Nasdaq Stock Market LLC (“Nasdaq") that provide listed companies with a temporary exception from certain shareholder approval requirements under the Nasdaq Rules (the “Rules") through and including June 30, 2020 (available here).
