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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

Delaware Reworks General Corporation Law

On March 25, 2025, Delaware enacted sweeping changes to the Delaware General Corporation Law (“DGCL”) to provide certainty to key areas of Delaware corporate law.  The changes are expected to reduce the tide of redomestications to other states and reduce litigation risks for corporations and their boards of directors.  The key changes include new safe harbor protections for one or more directors, officers, or controlling shareholders/groups, from liability where they may not be independent in a transaction and changes to stockholders’ rights to inspect books and records.

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SEC Publishes CD&I On Form S-3, Regulation S-K, Form 20-F, And Section 13

On March 20, 2025, the SEC published several updates to its compliance and disclosure interpretations (“CD&I”) related to Forms S-3 and 20-F, and Regulation S-K. The new CD&I importantly allow all issuers, not just well-known seasoned issuers (“WKSIs”) to go effective on Form S-3 registration statements between the filing of a Form 10-K and the filing of the proxy statement containing Form 10-K Part III disclosures.

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Market Wrap-Up – First Quarter 2025

This edition of my market recap covers the first quarter of 2025.  For a review of November and December 2024 see HERE and for October 2024 see HERE.

Forty-two small cap ($30,000,000 and under) IPOs priced in the first quarter of 2025 (13 in January, 15 in February and 14 in March) – a large uptick from 2024.  Below is a chart of relevant deal information for the first quarter IPOs.

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SEC Publishes CD&I On Exempt Offerings; Accredited Investor Guidance – Part 2

On March 12, 2025, the SEC published several updates to its compliance and disclosure interpretations (“CD&I”) related to exempt offerings.  Two of the new C&DI clarify acceptable processes for verifying accredited investor status in a Rule 506(c) offering.  On the same day the SEC issued no-action relief providing further detail on affirming accredited investor status.  Part 1 of this blog series discussed the two rule 506(c) C&DI and no action letter – see HERE.   This Part 2 will continue a review of the remaining substantive CD&I.

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SEC Publishes CD&I On Exempt Offerings; Accredited Investor Guidance – Part 1

On March 12, 2025, the SEC published twenty-four new or revised compliance and disclosure interpretations (“CD&I”) related to exempt offerings.  Two of the new C&DI clarify acceptable processes for verifying accredited investor status in a Rule 506(c) offering.  On the same day the SEC issued no-action relief providing further detail on affirming accredited investor status.  The new guidance should make the use of Rule 506(c) offerings much easier and more palatable.  This blog will address the C&DI directed to Rule 506(c) and the no-action letter, and Part 2 will unpack the rest.  I’ve included a refresher on Rule 506(c) at the end of this blog.

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Crypto Industry Gets A Second Chance

The last time I substantively wrote about cryptocurrencies and the crypto industry was in April 2023, when the SEC was firmly hostile against the industry and a slew of negative events (FTX collapse, etc..) pretty well eliminated crypto as an active element in the capital markets (see HERE).  That has changed!

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SEC Further Expands Ability To File Confidential Registration Statements

The SEC’s Division of Corporation Finance has expanded the ability to file non-public confidential registration statements to include all registration statements.

In 2012, the JOBS Act created a path for emerging growth companies to file draft registration statements (DRS) on a confidential basis when completing an initial public offering.  In 2017 the Division of Corporation Finance expanded the DRS filing option to include all Section 12(b) Exchange Act registration statements (but not 12(g) registrations), all registration statements for initial public offerings, and follow on offerings completed within 12 months of an initial public offering, for all class of issuers. 

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