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Securities Law Blog
Use the search or alphabetical categories to locate information on any and all schedules, rules, legislation or updates to corporate and securities laws. Laura Anthony, Esq. has been publishing weekly articles for the past 600 weeks. If you need assistance or have questions, please reach out to Laura Anthony, Esquire, Founding Partner of Anthony, Linder & Cacomanolis, PLLC using any of the contact forms on this site or visit the firm website for further information.
RECENT POSTS
Climate Disclosure Rules On The Way Out
On February 11, 2025 SEC Chairman Mark T. Uyeda issued a statement on the Enhancement and Standardization of Climate-Related Disclosure for Investors rule (“Climate Disclosure Rule”) adopted by the SEC on March 6, 2024 and later stayed as a result of ongoing litigation.
NASDAQ Finalizes Amendments To Accelerate Delisting Process
On January 17, 2025 the SEC approved Nasdaq’s rule change to accelerate the delisting process for companies that fail to regain compliance with the minimum bid price requirements following a second compliance period and for securities that have had a reverse stock split over the prior one-year period. The final rule was passed as last submitted by Nasdaq, though in between the SEC required substantial additional analysis delaying the process on 3 occassions.
NYSE Amends Listing Standards Related To Reverse Splits To Meet Minimum Price
On January 15, 2025, the SEC approved amendments to NYSE Listed Company Manual Rule 802.01C to allow for an accelerated delisting process where a listed company uses a reverse split to regain compliance with the bid price requirement for continued listing, but that as a result of the reverse split, the company falls below other listing standards, such as the minimum number of round lot holders, or minimum number of shares in the publicly held float. In October 2024, the SEC approved a similar rule change for Nasdaq – see HERE.
Market Wrap Up – November and December 2024
As promised, I am going to provide regular market wrap-ups for the IPO market as we move forward with the next administration and chapter for our U.S. capital markets. This edition covers November and December 2024. For a review of the Market Wrap-Up for October 2024 see HERE.
SEC Enforcement Actions For Late Form D Filings
In a first, the SEC settled three enforcement actions on December 20, 2024, for failing to timely file a Form D in connection with private offerings. The three companies included one private fund and two private operating businesses. The SEC enforcement actions were solely related to a violation of Rule 503 (as described below) and
NASDAQ Proposes Amendment To Liquidity Listing Standard
On December 12, 2024, Nasdaq proposed an amendment to its liquidity listing standards for the Nasdaq Capital Market and Nasdaq Global Market such that the market value of unrestricted publicly held shares requirement could only be satisfied from the proceeds of the initial public offering. That is, Nasdaq would no longer count shares registered for re-sale by existing shareholders towards satisfying this listing standard. Nasdaq is also proposing to make similar changes affecting companies the uplist onto the Nasdaq from OTC Markets.
Court Issues Nationwide Injunction on Corporate Transparency Act
On December 3, 2024, in what was not at all surprising, a Texas court issued a preliminary injunction blocking enforcement and staying the compliance date of the Corporate Transparency Act (CTA). The Court found that the CTA is unconstitutional as outside of Congress’s power.
Registration Statement Undertakings
Every four years we go through a regulatory dead zone as the SEC prepares for a change in administration with new priorities, new interpretations, and a whole new rulemaking agenda, including the potential unwinding of the prior administration’s rules. While waiting for the significant changes to come, I’ll continue to dive into the endless detailed topics of disclosure and other requirements of the federal securities laws. This week I’ll cover the ongoing requirements associated with an effective registration statement – known as “Undertakings.”
Market Wrap-Up
Nasdaq and NYSE Clawback Rules
SEC Adopts New EDGAR Rules
Related Party Transactions – Foreign Private Issuers
Related Party Transactions – Domestic Companies
Terminating Reporting Obligations In An Abandoned IPO
NYSE Approves Change To Delist Companies That Change Primary Business
Market Makers Rely on Due Diligence in Reverse Mergers
OTCBB Reporting Requirements Enable Successful Reverse Mergers
Examination of Rule 144 and Potential Interpretations
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