Pursuant to the general instructions to Form S-3, an issuer must have been subject to the reporting requirements of Section 12 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for at least the prior
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Amendments to FINRA Rule 2210 Permit Use of Projected Performance and Targeted Returns in Broker-Dealer Communications Subject to Specified Conditions
On October 15, 2026, the Securities and Exchange Commission (“SEC”) approved amendments to Rule 2210 (Communications with the Public) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), allowing member firms to project performance or provide a targeted return with respect…
FINRA Amends Rules 5110 and 5123; SEC Approves CIT Exemption
On October 21, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published Regulatory Notice 26-19 announcing amendments to FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) and Rule 5123 (Private Placements of Securities). The amendments are part…
SEC Staff of the Division of Trading and Markets Issues FAQs on the Innovation Exemption
On October 20, 2026, the Staff of the Division of Trading and Markets (the “Division”) of the Securities and Exchange Commission (the “SEC”) published frequently asked questions (the “FAQs”) regarding the SEC’s September 17, 2026 order (the “Innovation Exemption Order”).…
New CFIs on Instruction 4 to Item 2.01 of Form 8-K (and Some Clean-up Changes)
On October 21, 2026, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance published a handful of new Corporation Finance Interpretations, or CFIs, as well as revised and withdrew some previously existing CFIs. The Staff has done…
SEC Proposes Expanding Securities Eligible for Cross Trading by Registered Funds
On October 9, 2026, the Securities and Exchange Commission proposed amendments to Rule 17a-7 under the Investment Company Act of 1940, as amended, that would expand the types of securities eligible for cross trading between registered investment companies (“registered funds”)…
SEC Staff Publishes New CFIs Regarding the Use of Form S-8
On October 15, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance published several new Corporation Finance Interpretations, or CFIs, most of which relate to the use of Form S-8, the short-form registration statement used to register…
The Evolving Structured Products Disclosure Framework and Regulatory Developments on the Horizon
Webinar | October 26, 202611:00 a.m. – 11:30 a.m. EDT | 3:00 p.m. – 3:30 p.m. GMT | 4:00 p.m. – 4:30 p.m. CETRegister here.
The US regulatory landscape for structured products continues to evolve, bringing new opportunities, considerations,…
SEC Investigative Report Addresses Possible Schedule 13D Reporting Obligations Incurred Through Participation in Investor Organizations
In a somewhat surprising development, on October 7, 2026, the Securities and Exchange Commission’s Division of Enforcement (the “Division”), in consultation with the Division of Corporation Finance, published an investigation report (the “Report”) pursuant to Section 21(a) of the Securities…
New CFIs on Standing Voting Instructions in Retail Voting Programs
On October 8, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) published two new Corporation Finance Interpretations, or CFIs, addressing retail voting programs. Retail voting has been a popular topic for the Division lately, including two…