Topic

Securities Regulation

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…

SEC Staff Updates Schedule 13G Interpretive Guidance Addressing Routine Shareholder Engagement

The new CFIs (103.13, 103.14 and 103.15) address whether certain forms of shareholder engagement are consistent with the requirement under Exchange Act Rules 13d-1(b) and 13d-1(c) that a Schedule 13G filer certify that the subject securities “were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.” ,,, The new guidance, which arrives at the start of the fall engagement season, may help restore some of the dialogue between issuers and shareholders that has diminished over the past two proxy seasons.

SEC Proposes New Crypto Exempt Offering Framework

Now, at a time when the global cryptocurrency market is valued at well over $2 trillion, the SEC’s proposed rule is intended to facilitate capital raising involving crypto assets within the U.S. capital markets.