Capital Markets & Securities Law Watch

On June 4, the SEC published a concept release focusing on whether the current definition of “foreign private issuer” still makes sense in light of dramatic shifts in market structure and issuer profiles. The SEC seeks public comment on whether, and how, it should redefine “foreign private issuer” to better protect investors and promote capital formation.

On May 12, 2025, the Securities and Exchange Commission hosted its fourth roundtable with the Commission’s Crypto Task Force, titled “Moving Assets On-chain: Where TradFi and DeFi Meet.” The SEC’s Commissioners largely expressed optimism about integrating blockchain technology into securities markets, anticipating flexibility and interoperability as well as the Commission’s ability to adapt. However, dissenting opinion expressed skepticism, warning of unresolved risks and urging regulatory restraint, highlighting a divide within the Commission on how favorably it will treat asset tokenization. For more information and resources, visit our Public Company Gateway page, a one-stop portal for the latest legal and regulatory developments as well as key checklists, guides, and other pragmatic desktop tools.

The Texas Governor signed a bill that raises the bar for shareholder proposals for Texas corporations. The new law, signed by Governor Abbott on May 19, 2025, has major implications for shareholders of certain Texas corporations and is part of a larger effort to make Texas more business-friendly.

On April 30, 2025, the Financial Services Committee of the U.S. House of Representatives voted to advance a draft bill that would abolish the Public Company Accounting Oversight Board (PCAOB) and shift its oversight duties to the SEC. 

On April 1, 2025, the SEC approved the launch of the Green Impact Exchange (the GIX), which will be the first sustainability-focused stock exchange in the United States. Trading on the GIX is expected to begin in early 2026. The exchange aims to provide a marketplace for environmentally responsible companies and attract investors committed to advancing environmental sustainability.

On March 12, 2025, the Securities and Exchange Commission’s Division of Corporation Finance issued a no-action letter clarifying “reasonable steps” issuers can take to verify the accredited investor status of purchasers, as required under Rule 506(c) of Regulation D, a safe harbor promulgated under the U.S. Securities Act of 1933, as amended.

On March 6, 2025, the Securities and Exchange Commission (SEC) released updated Compliance and Disclosure Interpretations (C&DIs) concerning lock-up agreements in the context of business combinations and introduced new C&DIs related to tender offers.

The U.S. Securities and Exchange Commission (the SEC or Commission) is implementing significant changes to its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system, aimed at modernizing filer access and enhancing cybersecurity protections. On December 27, 2024, the SEC adopted a new rule, EDGAR Filer Access and Account Management (the Rule), to formalize these updates. Effective on March 24, 2025, as part of the SEC’s transition to EDGAR Next, key security enhancements will be implemented to access account management, which include requiring individual account credentials and multi-factor authentication (MFA).

On March 3, 2025, the SEC staff announced its intention to expand its nonpublic review process for draft registration statements by enhancing accommodations for companies to submit draft registration statements for nonpublic review.

On February 27, 2025, the Securities and Exchange Commission (the SEC or the Commission) announced that it has filed a joint stipulation with Coinbase, Inc. and Coinbase Global, Inc. to dismiss the Commission’s civil suit against the two entities. The same day, the SEC’s Division of Corporation Finance (the Division) issued a staff statement clarifying that meme coins are not securities.

On February 12, 2025, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M, which provides updated information for public companies and shareholders regarding shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and outlines a new approach towards excluding shareholder proposals from a company’s proxy statement. 

On February 11, 2025, the staff (the Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the SEC) issued updated and new Compliance and Disclosure Interpretations (C&DIs) related to Schedules 13D and 13G under the Securities Exchange Act of 1934 (the Exchange Act).

On February 12, 2025, the European Commission proposed shortening the settlement period for European Union transactions in transferable securities from two business days (T+2) after the date of trade (T) to one business day (T+1).

On January 21, 2025, the Nasdaq Stock Market (Nasdaq) filed a proposed rule change with the Securities and Exchange Commission (SEC) to repeal its listing rules regarding board diversity disclosures (the Nasdaq Board Diversity Disclosure Rules).

On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the Fifth Circuit Court of Appeals (the Court) held that the Securities and Exchange Commission (the SEC) did not have the authority to approve The Nasdaq Stock Exchange’s (Nasdaq) board diversity rule (the Rule).

Recent enforcement actions targeting a CEO, CFO, and an audit committee chair underscores the SEC's focus on gatekeeper accountability.

The SEC recently adopted rule and form amendments known as EDGAR Next, which will change the existing electronic filing system. Over the next year, companies must alter their current practices to comply with these changes.