Tokenized Securities: SEC Approves NYSE’s Proposal
The U.S. Securities and Exchange Commission formally approved a NYSE rule change allowing tokenized versions of DTC‑eligible securities to be traded on the exchange. The amendment aligns NYSE’s framework with the Nasdaq proposal approved earlier this year and operates under the existing DTC tokenization pilot’s no‑action relief. Tokenized securities will share the same CUSIP, ticker and rights as their paper counterparts, trading on the same order book. The change integrates blockchain‑based assets into the national market system without creating a separate market structure.
SEC Proposal Watch: Semi-Annual Reporting
The SEC is poised to issue a semi‑annual reporting proposal that would allow, but not require, public companies to replace the mandatory Form 10‑Q with twice‑yearly filings. The rule is still subject to notice‑and‑comment, and accounting firms have voiced strong...
SEC Proposal Watch: How’s the White House Pit Stop Working Out?
The SEC’s rulemaking timeline is now subject to White House OIRA review after a February 2025 executive order limited independent agency autonomy. OIRA’s review of independent agency proposals has averaged 17 days, with a maximum of 29 days, well under...
How DERA Helps with Rulemaking (and More)
The SEC’s Division of Economic and Risk Analysis (DERA) is a 170‑person unit of economists, data scientists, statisticians, and lawyers that underpins the Commission’s rulemaking and enforcement agenda. DERA stresses that comment letters backed by clean, structured data carry the...
SEC Exemptive Order Provides Path to 10-Business Day Equity Tender Offers
The SEC’s Office of Mergers and Acquisitions issued an exemptive order that lets qualifying equity tender offers close in ten business days instead of the standard twenty. To use the shortened period, offers must meet strict criteria, including cash‑only consideration...
DEI Programs: What Practices Is the DOJ Targeting?
The Department of Justice is zeroing in on specific DEI program practices that it believes substitute merit with race or sex considerations. DOJ officials highlighted three red‑flag areas: demographic tracking systems for hiring, compensation decisions influenced by DEI metrics, and...
Timely Takes Podcast: J.T. Ho’s Latest “Fast Five”
Cleary Gottlieb’s J.T. Ho hosts the latest Timely Takes podcast, delivering a monthly briefing on securities and governance trends. The episode covers five hot topics: prediction‑market considerations for public companies, board‑level cybersecurity guidance amid cyber‑warfare, the 2026 CISO AI Risk...
Do Delayed Staff Comment Letter Releases Enhance Insider Trading Risks?
The SEC’s corporate finance staff is still clearing a backlog from last year’s government shutdown, leading to longer delays in publishing staff comment letters. Olga Usvyatsky warns that these lagging releases risk turning letters into historical artifacts rather than timely...
Share Counting: RSUs and Form S-8
The SEC’s Office of Chief Counsel clarified that restricted stock units (RSUs) must be counted against a company’s Form S‑8 registered share capacity at the moment of grant, and each subsequent grant triggers a new deduction regardless of prior forfeitures. Companies...
Sanctions Compliance: OFAC Guidance on Sham Transactions
The U.S. Treasury’s Office of Foreign Assets Control (OFAC) issued new guidance identifying red flags for sham transactions used to evade sanctions. The guidance outlines indicators such as commercially unreasonable terms, transfers to family or close associates, unclear business purpose,...
Iran Conflict: Resources for Your Form 10-Q
The article curates two key resources—a PwC report and a Sidley memo—to help public companies address Iran‑related risk disclosures in upcoming Form 10‑Q filings. It outlines how the conflict can affect fair‑value measurements, inventory write‑downs, insurance recoveries, and foreign‑currency exposure. The...
Force Majeure Memos: Our Own “Waffle House Index”
A Faegre Drinker memorandum highlights how the Iran‑U.S. conflict triggers force majeure (FM) clauses in global supply‑chain contracts. The memo outlines the tactical battle between parties seeking narrow versus broad interpretations of FM language, especially around war, armed conflict, and...
Crypto: Staff Allows Some Crypto User Interfaces to Avoid Broker-Dealer Registration
The SEC’s Division of Trading & Markets issued a staff statement that creates a narrow exemption allowing certain crypto user‑interface apps to operate without registering as broker‑dealers. To qualify, providers must run a neutral, non‑discretionary platform, charge only fixed fees,...
Transcript: “From S-1 to 10-K – Avoiding Disclosure Pitfalls”
The Corporate Counsel posted the transcript of its webcast “From S‑1 to 10‑K: Avoiding Disclosure Pitfalls,” featuring securities lawyers from Wilson Sonsini, Cooley, Latham & Watkins, and Gibson Dunn. The panel dissected the most common compliance missteps newly public companies encounter, from entering the...
The Dreaded “Zero Slate” Contest Rears Its Ugly Head
The SEC’s shift away from active oversight this proxy season has revived activist use of the “zero‑slate” tactic, where shareholders submit a floor proposal under Rule 14a‑4 to force inclusion of their items. Trillium Asset Management warned retailer BJ’s that it...