Rosa Testani

1 month ago | lexology.com | Kerry E. Berchem |Jesse Michael Brush |Garrett A. DeVries |Bryan Flannery |John Goodgame |Rosa Testani

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering exemptions. In particular, the SEC Staff published two new C&DIs under Rule 502 (Questions 256.35 and 256.36) of the Securities Act of 1933 (Securities Act), effectively providing a new safe harbor for verifying “accredited investor” status in a Rule 506(c) offering.

1 month ago | lexology.com | Kerry E. Berchem |Garrett A. DeVries |Bryan Flannery |John Goodgame |Rosa Testani

On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs regarding tender offers.

1 month ago | lexology.com | Kerry E. Berchem |Garrett A. DeVries |Bryan Flannery |John Goodgame |Rosa Testani

Earlier this week, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of Corporation Finance (Division) anticipates that these new measures will facilitate capital formation in the U.S. capital markets.