Americas – Global Investment Law Watch

United States: The SEC Takes Another Key Step Toward Crypto Clarity

Apr 14 2025

By: Keri E. Riemer, Richard F. Kerr, and Caroline N. Roethlisberger

On the heels of other guidance issued by the US Securities Exchange Commission’s (SEC) Division of Corporation Finance (Division), the Division released a statement (Statement) on 10 April 2025 addressing its views about, among other things, certain disclosure requirements for certain registration forms under the Securities Act of 1933, including Form S-1, and registration forms under the Securities Exchange Act of 1934, including Form 10. As Form S-1 is used by commodity based exchange-traded products (ETPs), including spot bitcoin and ether ETPs, the Division’s guidance will impact such ETPs and others that follow a similar registration path.

United States: SEC Appears Poised to Bolster Competition on “Y’all Street”

Apr 10 2025

By: Jessica Cohn and Caroline Roethlisberger

On 4 April 2025, the Securities and Exchange Commission (SEC) published Texas Stock Exchange’s (TXSE) Form 1 Application and Exhibits, indicating that the SEC intends to grant TXSE’s registration as a national securities exchange. The application provides new details about TXSE, including its proposed listing standards and requirements and the technology to be utilized. TXSE has previously announced that it expects to receive that necessary SEC approval and be listing companies and funds on its exchange by early 2026.

United States: Staff Cedes Jurisdiction Over Certain Stablecoins

Apr 07 2025

By: Cheryl L. Isaac, Richard F. Kerr, Sarah V. Riddell, and Keri E. Riemer

On 4 April 2025, the SEC’s Division of Corporation Finance (Division) issued a statement (Statement) providing that the offer and sale of certain “Covered Stablecoins” do not involve the offer and sale of securities within the meaning of federal securities laws. As such, persons involved in the process of offering, selling and redeeming Covered Stablecoins are not required to register those transactions with the SEC or rely on an exemption from registration.

United States: House Committee on Financial Services Urges the SEC to Withdraw Final and Proposed Rules

Apr 01 2025

By: Lance C. Dial and Donela M. Qirjazi

On 31 March 2025, the House Committee on Financial Services (Committee), in a letter to Acting Chairman of the US Securities and Exchange Commission (SEC), Mark Uyeda, identified a series of proposed and adopted rules that the SEC should withdraw or rescind. The letter notes the Committee’s view that the SEC, under the prior Chair, had lost sight of its mission. The identified proposals and rules represent significant rulemaking efforts on the part of the SEC, many of which were controversial and subject to significant industry opposition. The specific proposals identified are the following:

United States: SEC’s Approach to Artificial Intelligence Begins to Take Shape

Mar 31 2025

By: Jennifer L. Klass and Pablo J. Man

On 27 March 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable on Artificial Intelligence (AI) in the financial industry that was designed to solicit feedback on the risks, benefits and governance of AI.

United States: New Kid on Y’all’s Block

Mar 13 2025

By: Stacy L. Fuller, Kevin R. Gustafson, Richard F. Kerr, Jessica D. Cohn, and Christine Mikhael

On 31 January 2025, the Texas Stock Exchange LLC (TXSE) filed a registration statement with the US Securities and Exchange Commission (SEC) to operate as a fully electronic, national securities exchange.

United States: Trust But Verify (With A Minimum Investment Amount)

Mar 12 2025

By: Pablo Man and Ruth Delaney

On 12 March 2025, the SEC staff issued a no-action letter for offerings under Rule 506(c) of Regulation D. In the letter, the Staff concurs that an issuer will have taken “reasonable steps to verify” a purchaser’s accredited investor status in an offering conducted under Rule 506(c) if the issuer requires purchasers to agree to certain minimum investment amounts, subject to a few additional conditions:

United States: Potential Increase to Debenture Limit for Levered Small Business Investment Companies (SBICs)?

Feb 26 2025

By: TJ Bright, Matthew F. Phillips, and Kate E. Miller

Small Business Investment Companies (SBICs), which invest in qualifying small businesses in the United States, are eligible to receive Small Business Administration (SBA)-guaranteed debentures at favorable rates to finance their investment activities. Standard SBIC debentures typically have 10-year terms with interest payments due semi-annually, and a lump-sum payment of the principal at maturity.

United States: In First Major Speech as Acting CFTC Chairman, Pham Describes Policy Priorities

Feb 05 2025

By: Cheryl L. Isaac, Sarah V. Riddell, and Mallory M. Cooney

In a fireside chat at the ABA Futures & Derivatives Law Committee Winter Meeting on 30 January, Acting Chairman Caroline Pham shared her industry-friendly agenda for the Commodity Futures Trading Commission (CFTC). She described specific goals for the agency in the coming months (discussed below) and encouraged listeners to read her past dissenting statements for even more context about her priorities.

United States: President Trump’s Executive Order Steering Digital Assets Policy

Jan 24 2025

By: Richard F. Kerr, Sarah V. Riddell, Cheryl Isaac, Jeremy M. McLaughlin, and Joshua L. Durham

As promised during his campaign, President Trump has taken significant steps to support the digital asset industry during his first week in office. On 23 January 2025, he signed an executive order initiating digital asset regulatory rollbacks and a new federal framework governing cryptocurrencies, stablecoins, and other digital assets (the Order).

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