Tag:United States (US)

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United States: New Kid on Y’all’s Block
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Trust But Verify (With A Minimum Investment Amount)
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United States: Potential Increase to Debenture Limit for Levered Small Business Investment Companies (SBICs)?
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United States: SEC Issues New Guidance on Schedule 13G Eligibility
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United States: Unsustainable—Acting SEC Chairman Signals Reconsideration of Climate Risk Disclosure Rules
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United States: Phew! Form PF Amendments Deadline Extended (So You Can Procrastinate a Little Longer)
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United States: President Trump’s Executive Order Steering Digital Assets Policy
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United States: “Oops, I was a Broker!?” SEC Cracks Down on Investment Adviser Representatives Acting as Unregistered Brokers
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United States: Federal Court Vacates SEC’s Expanded Dealer Definition
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United States: Compliance Outreach Program: Private Funds Panel

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

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.

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Trust But Verify (With A Minimum Investment Amount)

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:

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

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.

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United States: SEC Issues New Guidance on Schedule 13G Eligibility

By: Lance C. Dial and Jennifer R. Gonzalez

The SEC’s Division of Corporation Finance recently issued new guidance regarding when shareholders can file beneficial ownership reports on Schedule 13G. While the 11 February 2025 Compliance and Disclosure Interpretation (C&DI) maintains the same fundamental principles as before, it adopts a more nuanced approach to what constitutes “changing or influencing control of the issuer.”

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United States: Unsustainable—Acting SEC Chairman Signals Reconsideration of Climate Risk Disclosure Rules

By: Lance C. Dial and Julie F. Rizzo

In March 2024, the SEC adopted The Enhancement and Standardization of Climate-Related Disclosures for Investors final rule, which required companies to make disclosures regarding climate risks and disclosures of Scope 1 and 2 emissions information (the Climate Risk Reporting Rule). The Climate Risk Reporting Rule was promptly challenged by several lawsuits that were ultimately consolidated in the Eighth Circuit Court of Appeals.

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United States: Phew! Form PF Amendments Deadline Extended (So You Can Procrastinate a Little Longer)

By: Ruth E. Delaney and Pablo J. Man

The SEC and CFTC have extended the compliance date for their jointly adopted amendments to Form PF (originally 12 March 2025) to 12 June 2025. 

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

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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United States: “Oops, I was a Broker!?” SEC Cracks Down on Investment Adviser Representatives Acting as Unregistered Brokers

By Richard Kerr, Pablo Man, Jessica Cohn, and Sydney Faehling

On 14 January 2025, the Securities and Exchange Commission (SEC) announced settled charges against three investment adviser representatives for acting as unregistered brokers in the sale of membership interests in certain limited liability companies (i.e., Funds) that each purportedly owned shares of private issuers that had prospects of becoming publicly traded. The SEC separately announced settled charges against an advisory firm in a related action involving improperly managing conflicts of interests and the use of liability waivers.

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United States: Federal Court Vacates SEC’s Expanded Dealer Definition

By: Eden L. Rohrer, Richard F. Kerr, Jessica D. Cohn, and Joshua L. Durham

On 21 November 2024, the US District Court for the Northern District of Texas (Court) ruled against the US Securities and Exchange Commission (SEC) in two separate cases, vacating its rule which expanded the definition of securities dealers.

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United States: Compliance Outreach Program: Private Funds Panel

By: Pablo J. Man, TJ Bright, and Matthew F. Phillips

On 7 November 2024, the US Securities and Exchange Commission’s (SEC) Divisions of Examinations, Investment Management, and Enforcement hosted a virtual panel on compliance and enforcement topics as part of its broader National Compliance Outreach Seminar. This blog post provides a high-level overview of the private fund topics that were covered, but the agenda included a broad array of additional topics.

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