Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

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On August 18, 2026, the Securities and Exchange Commission (SEC) proposed Regulation Crypto Assets, a new registration-exempt offering framework designed specifically for crypto assets. The proposal would create two exemptions from Securities Act registration; a conditional safe harbor under which a crypto asset would no longer be treated as a security; and preemption of…

The Securities and Exchange Commission (SEC) stayed an approval order on August 6, 2026, regarding a Nasdaq rule change that imposes a new minimum Market Value of Listed Securities (MVLS) requirement of $5 million for all companies listed on the Nasdaq Global Select Market, Nasdaq Global Market, and Nasdaq Capital Market. The commission had approved…

The Department of Treasury has issued an Advance Notice of Proposed Rulemaking (ANPRM) to implement the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act. Comments are due October 20, 2025.

Through this ANPRM, Treasury is seeking public comment on potential regulations that may be promulgated by Treasury, including regarding regulatory clarity, prohibitions on…

On January 21, 2025, SEC Acting Chairman Mark T. Uyeda launched a crypto task force charged with “developing a comprehensive and clear regulatory framework for crypto assets.”

The SEC acknowledged in the announcement that it “has relied primarily on enforcement actions to regulate crypto retroactively and reactively,” resulting in “confusion about what is legal, which…

The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval.  The SEC approved the change on an accelerated basis.

Section 312.03(b)(i) of the NYSE’s Listed Company Manual provides that shareholder approval is required prior to the issuance of common stock…

The SEC adopted final rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and governance.

Form 8-K Item 1.05 – Material Cybersecurity Incidents

Required Disclosure

Form 8-K, Item 1.05 provides that if a registrant experiences a cybersecurity incident that…

Both the NYSE and Nasdaq have issued proposed clawback rules in connection with SEC Rule 10D-1.

NYSE

The NYSE proposes to comply with Rule 10D-1 by adopting proposed new Section 303A.14 of the Listed Company Manual. Proposed Section 303A.14 is designed to conform closely to the applicable language of Rule 10D-1 and requires an issuer…