At some point during my time as Chief Counsel of Corp Fin, I had to delve into the intricacies of the listed options market, and I recall that it was a fascinating world from a regulatory perspective that was very different from the market for listed common stock and debt securities. For example, The Options Clearing Corporation (OCC) acts as the central counterparty, guarantor, and issuer for all U.S. exchange-listed options. The OCC is an SRO that is overseen by the SEC. Prior to buying or selling an option, investors must read a copy of the Characteristics and Risks of Standardized Options, also known as the options disclosure document, which explains the characteristics and risks of exchange traded options. The offer and sale of standardized options are registered pursuant to Section 5 of the Securities Act on Form S-20, which is probably not an SEC form that you have had much interaction with over the years! You can save that bit of information for the next time you are participating in an SEC trivia competition.
Last week, the SEC announced that it will host a roundtable “to discuss listed options market structure, including facilitating competition in a quote driven market, evaluating the customer experience, and identifying opportunities and challenges for continued growth.” The roundtable will take place on April 16, 2026 at the SEC’s headquarters and via webcast. The announcement notes:
“The U.S.-listed options market has seen remarkable growth, particularly among retail investors,” said SEC Commissioner Hester M. Peirce. “The roundtable will offer the Commission a valuable opportunity to foster public dialogue that celebrates the market’s achievements while also considering areas for further reflection, ultimately supporting ongoing growth and expanding opportunities for all investors.”
The public is invited to submit comments on this topic by using the SEC’s online submission form or by sending an email to rule-comments@sec.gov.
We have two great webcasts coming up in March that are focused on the IPO process and newly public companies. The first – “Pre-IPO Through IPO: Compensation Strategies for a Smooth Transition” – is coming up next week on CompensationStandards.com. We’re also hosting a webcast the following week on TheCorporateCounsel.net called “From S-1 to 10-K: Avoiding Disclosure Pitfalls,” addressing the new disclosure expectations and increased compliance demands for companies entering into the Exchange Act reporting cycle.
Join the first webcast on Wednesday, March 18th, from 2:00 to 3:30 ET on CompensationStandards.com to learn about key compensation considerations from the pre-IPO phase through the offering and into the first chapter of public company life, with a focus on practical strategies for designing, implementing and communicating compensation programs and governance frameworks that support a smooth transition. Timothy Durbin of Morgan Lewis, Lauren Mullen of Alpine Rewards, Ali Murata of Cooley, Aalap Shah of Pearl Meyer and Maj Vaseghi of Latham will discuss:
– Assessing Existing Arrangements and IPO Impact
– Designing and Adopting New Equity Plans and ESPPs; Share Pool Strategy
– Managing “Cheap Stock” Issues; 409A Valuations
– Designing and Communicating Special IPO Awards
– Negotiating New Employment Agreements; Change in Control and Severance Terms
– Navigating Lockups, Blackout Periods and Post IPO Selling Mechanics
– Establishing the Post IPO Executive Compensation Program
– Building Compensation-Related Policies, Governance and Controls
– Communicating with Executives and Employees Through the Transition
We are reserving 15 minutes for any audience questions submitted in advance. Please send any questions to mervine@ccrcorp.com by this Friday, March 13th.
Our next webcast takes place on Tuesday, March 24th, from 2:00 to 3:30 ET on TheCorporateCounsel.net, and our outstanding panel will discuss the most frequent disclosure and compliance challenges that newly public companies face and offer insights into how to avoid the common missteps that can trigger SEC comments, investor scrutiny, and unnecessary risk. Tamara Brightwell of Wilson Sonsini, Brad Goldberg of Cooley, Keith Halverstam of Latham & Watkins and Julia Lapitskaya of Gibson Dunn will discuss:
– Entering the Exchange Act Reporting Cycle
– Risk Factors, Forward-Looking Statements, and Earnings Communications
– Form 8-K Current Reports
– Form 10-K and Proxy Statement
– Mechanics of the First Annual Meeting
– SOX, Internal Controls, and Disclosure Controls in the First Year
Please send any questions to be answered during this webcast to john@thecorporatecounsel.net by Thursday, March 19th.
Members of the website where the webcast is broadcast can attend the webcast (and access the replays and transcripts) at no charge. Non-members can separately purchase webcast access. If you’re not yet a member, you can sign up for a webcast or become a member of TheCorporateCounsel.net and/or CompensationStandards.com by contacting our team at info@ccrcorp.com or at 800-737-1271. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund.
We will apply for CLE credit in all applicable states, with the exception of SC and NE who require advance notice. You must submit your state and license number prior to or during the live program using this form. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider when your state issues approval; typically within 30 days of the webcast. All credits are pending state approval.
For as long as I have been practicing securities law, there has been talk about combining the SEC and CFTC into one agency or, short of that, finding ways for the two agencies to work together in harmony. At the beginning of the first Trump Administration, a potential combination of the two agencies was considered, but those plans never materialized. This time around, the focus is on harmonization of the regulatory frameworks of the two agencies, as Meredith noted back in September 2025.
In a speech earlier this week at the FIA Global Cleared Markets Conference (which focuses on derivatives), Chairman Atkins provided an update on the regulatory harmonization efforts of the SEC and the CFTC, which he described as an “approach toward a new golden age of regulatory coherence.” He described the role that substituted compliance can play under a principle that “where one agency’s framework achieves comparable regulatory outcomes, then it should be capable of satisfying overlapping requirements of the other,” and noted coordinated efforts on questions of interpretation and exemptive relief, including joint meetings on product applications and efforts to foster innovation.
Chairman Atkins noted that the SEC and CFTC are also “considering an updated Memorandum of Understanding (MOU) between the agencies to guide coordination and collaboration that can support innovation, uphold market integrity, and ensure investor and consumer protection.” He also described efforts to coordinate legal theories and remedial strategies from an enforcement perspective.
On the topic of swap and securities-based swap data, Chairman Atkins indicated that he has asked the Staff to consider any necessary amendments to Regulation SBSR (the securities-based swap reporting regime) with the goal of codifying a harmonized reporting regime with the CFTC. The Chairman ended his remarks with these thoughts:
The SEC and the CFTC operate under distinct statutes entrusted to us by Congress, and we must administer those mandates faithfully. But fulfilling our responsibility does not require fragmentation; in fact, it calls for coordination. Properly executed, harmonization furthers our statutory mission through a commitment to coherence across markets that increasingly function as an integrated whole. We can do better—and we intend to.
The United States leads global derivatives markets because our regulatory system is credible. Credibility rests on more than rules alone. It rests on clarity. On consistency. And on a widely held confidence that regulators coordinate intelligently in lieu of competing in turf wars that offer no benefit to investors.
The SEC maintains a page on its website dedicated to the SEC-CFTC Harmonization Initiative.
I tip my hat to Securities Docket for highlighting this Bloomberg article which describes ongoing discussions about the CFTC moving into the same Station Place office complex where the SEC is located. These discussions have involved the GSA, and the move would not take place until 2027. The article notes that, despite the potential for moving in together, the agencies are not planning to tie the knot:
The CFTC’s potential relocation highlights the continued realignment between the sister agencies, but their leadership insists there are no plans to consolidate into one. SEC Chairman Paul Atkins and CFTC Chairman Michael Selig, who until late last year worked for Atkins as the chief counsel on the agency’s crypto task force, are looking to eliminate duplicative regulations.
“It makes sense to have two separate regulators but what doesn’t make sense, and what Chairman Atkins and I have been very clear on, is the lack of coordination between the agencies,” Selig said in an interview last month with Bloomberg’s Odd Lots podcast. “We need to harmonize the two regimes to make sure that there’s not inconsistent and incompatible rules and that there’s not gaps.”
Unlike many countries that have one primary regulator for financial markets, in the US the SEC oversees stock and bond activities while the CFTC regulates derivatives trading.
The notion of combining the agencies has been kicked around since the 2008 financial crisis but their distinct regulatory missions and political obstacles have made that consolidation untenable.
The SEC’s home since 2005, Station Place is the largest private office building development in Washington, DC. The office complex is located next to (and is connected with) Union Station, which offers convenience for those commuting by train or Metro. I can recall moving into Station Place when I was at the SEC, and it was quite an upgrade from the SEC’s old headquarters at 450 Fifth Street, NW. The highlight for me at the time was that Marty Dunn placed the Office of Chief Counsel on a side of the building that overlooked the Union Station rail yard, so as I train buff I had endless entertainment watching the comings and goings of trains all day long.
With the deadline for Section 16 reporting by officers and directors of certain foreign private issuers just one week away, earlier this week the Staff issued several FAQs addressing key transition issues. Over on the Section16.net Blog, Alan Dye has posted a summary of these FAQs, which confirm that:
– All Section 16(a) reports (Forms 3, 4 and 5) must be filed via EDGAR in accordance with Regulation S-T unless the filing person has obtained a hardship exception under Regulation S-T Rule 202 allowing reports to be filed in paper. To be timely filed via EDGAR, a report must be submitted and accepted no later than 10:00 p.m., Eastern U.S. time on its due date.
– A person who is serving as a director or officer on December 18, 2025, must file Form 3 on March 18, 2026. If, however, the person is no longer a director or officer on March 18, the person is not required to file a Form 3.
– If a person is appointed or elected as a director or officer effective after December 18, 2025, but before March 18, 2026, their Form 3 will be due by the later of March 18, 2026, or the date that is ten days after the person became a director or officer. For example, a person who is appointed as an officer effective March 1, 2026, must file a Form 3 on March 18, 2026, while a person who is appointed as an officer effective March 15, 2026, must file a Form 3 by March 25, 2026.
– If an FPI initially registers a class of equity securities under Section 12 of the Exchange Act after December 18, 2025, but before March 18, 2026, a person serving as a director or officer as of the date the registration statement becomes effective must file a Form 3 on March 18, 2026. A person who becomes a director or officer after the registration statement became effective must file a Form 3 by the later of March 18, 2026, or the date that is ten days after the person became a director or officer.
– For an FPI that had a class of equity securities registered under Section 12 of the Exchange Act prior to March 18, 2026, Rule 16a-2(a)’s six-month look-back would not apply to require a director or officer to report on their first required Form 4 any transactions effected prior to March 18, 2026. In contrast, for an FPI that registers a class of equity securities on or after March 18, 2026, Rule 16-2(a) would obligate the FPI’s directors and officers to report on the first required Form 4 transactions effected prior to March 18, 2026, and within the six-month look-back.
If you do not have access to all of the practical resources available on Section16.net, I encourage you to become a member today. You can contact us at info@ccrcorp, 800-737-1271 or fill out this form to sign up today.
Yesterday, the SEC held its 45th Annual Small Business Forum. The Forum is hosted by the SEC’s Office of the Advocate for Small Business Capital Formation, and as Meredith noted in this blog from last month, the Forum seeks to bring together individuals with a wide range of viewpoints for the purpose of discussing and providing suggestions to improve securities policy affecting how companies raise capital from investors. Prior to the Forum, the Office of the Advocate for Small Business Capital Formation collects policy recommendations, and the Forum participants prioritize those recommendations. The top policy recommendations are published in a report that the SEC delivers to Congress.
At this year’s Forum the Chairman and Commissioners each delivered remarks. Chairman Atkins described the agenda for the Forum and called on the Commission to build on the concept of an “IPO on-ramp” that was addressed in the JOBS Act, noting:
For newly public companies, the SEC should consider building upon the “IPO on-ramp” that Congress established in the JOBS Act. For example, allowing companies to remain on the “on-ramp” for a minimum number of years, rather than forcing them off as soon as the first year after the initial offering, could provide companies with greater certainty and incentivize more IPOs, especially among smaller companies.
Raising capital through an IPO should not be a privilege reserved for those few “unicorns.” More and more, public investments are concentrated in a handful of companies that are generally in the same one or two industries. Our regulatory framework should provide companies in all stages of their growth and from all industries with the opportunity for an IPO, particularly one that represents a capital raising mechanism for the company, instead of a liquidity event for insiders.
Commissioner Peirce addressed the challenges faced by founders in raising capital, noting:
Fittingly, the first panel starts at the start, funding founders. Founders’ paths to raising money for their promising idea are riddled with regulatory landmines—a source of deep dismay and consternation for well-intentioned founders. The first thing they may encounter is the much-discussed concept of “Accredited Investor.” But simply knowing what makes an investor “accredited” does not solve a founder’s problems. Rather, it is just the beginning of a list of questions without neat answers. Can you sell only to accredited investors? It depends. What do you need to do to make sure that your investors are accredited? It depends. What information do you need to give to investors? It depends. Founders can find some help in wading through these questions on the SEC’s website. Today’s discussions could help to shape substantive steps by the SEC to make life easier for founders. Among the topics you might want to consider are a micro-offering exemption that would simplify early-stage fundraising: under such an approach, as long as an issuer stays below a set offering amount, it would be able to sell shares of its company to investors without any strings other than avoidance of fraud. A regulatory structure for finders, an idea under consideration by the Small Business Capital Formation Advisory Committee, also might help founders find funders.
Commissioner Uyeda addressed the interplay of federal and state securities laws, stating:
The interplay between federal and state securities laws should be a matter of continuing study by the Commission. It is both impractical, costly and unrealistic to expect an issuer to register a small securities offering in dozens of states. This is especially true given the lack of uniformity among states. However, states can play an important role in preventing fraud for offerings conducted in their jurisdiction.
Regulators should consider moving beyond a binary approach to preemption. For example, when an offering is qualified in the state of a company’s principal place of business, should the offering still be reviewed by multiple other states? Why should not a notice filing in the other states be sufficient? Such a framework could promote more effective oversight among state regulators, reduce the time it takes to fully comply with offering regulations, and maintain effective investor protection.
With all of the efforts now focused on capital formation in Congress and at the SEC, we suspect that the discussion and recommendations from this year’s Forum will be particularly useful to policymakers.
As Meredith recently noted on The Advisor’s Blog on CompensationStandards.com, last Friday the Corp Fin Staff updated the Compliance and Disclosure Interpretations addressing Securities Act Rule 701, which exempts offers and sales of securities pursuant to a compensatory benefit plan by a private company to employees, directors, officers, consultants, advisers, and other individuals providing bona fide services to the company. Here are the updates to the relevant Securities Act Rules CDIs:
New Question 271.26 clarifies when companies must provide disclosure under Rule 701(e)(1)–(6) if the aggregate sales price of securities sold under this exemption during a consecutive 12-month period exceeds $10 million.
New Question 271.27 states that the Rule 701 exemption is lost for the entire offering during the 12-month period in which the $10 million threshold is exceeded if the issuer fails to provide the required Rule 701(e) disclosure within a reasonable period before the date of sale.
Other CDI updates from this batch address a number of other non-Rule 701 topics, including an updated CDI that addresses the definition of “ineligible issuer” (Securities Act Rules CDI Question 203.03 (redline)). A new CDI confirms that a new CIK is not required following a reorganization (Securities Act Forms CDI Question 101.06), and another new CDI indicates that the failure to check the SRC status box does not result in loss of SRC status or the ability to use SRC accommodations (Regulation S-K CDI Question 102.06).
We’ve recently posted another episode of our “Understanding Activism with John & J.T.” podcast. In this podcast, J.T. Ho and John were joined by Francis Stapleton, a managing director in Evercore’s strategic advisory practice. They discussed recent trends in activism. Topics covered during this 40-minute podcast include:
– Drivers of global surge in activism
– 2025’s surge in M&A-driven activism
– Evolution of experienced activists’ playbook
– Reducing vulnerability to CEO-targeted activism
– Dealing effectively with first-time activists
– The small-cap activism landscape
– Avoiding becoming a repeat activism target
– Preparing for M&A-driven activism in 2026
– Top priority for boards preparing for activism
This podcast series is intended to share perspectives on key issues and developments in shareholder activism from representatives of both public companies and activists. They continue to record new podcasts, and they’re full of practical and engaging insights from true experts – so stay tuned!
On Thursday, the SEC issued an order exempting insiders of some foreign private issuers from the rules that the SEC adopted one week prior under the Holding Foreign Insiders Accountable Act (HFIAA). Alan Dye covers this latest development on his Section16.net blog:
The SEC didn’t waste any time following through on Chair Atkin’s promise to determine whether directors and officers of foreign private issuers in certain jurisdictions should be exempted from the new Section 16(a) reporting requirements imposed by the Holding Foreign Insiders Accountable Act. (The HFIAA expressly authorized the SEC to exempt covered insiders from Section 16(a) if foreign laws already impose on them substantially similar requirements.) Yesterday, well in advance of the HFIAA’s March 18 effective date, the Commission issued an exemptive order exempting covered insiders if the issuer is organized under the laws of a “qualifying jurisdiction” and the insider is subject to reporting under a “qualifying regulation”.
The six qualifying jurisdictions are Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland and the United Kingdom, and the six qualifying regulations are listed in the exemptive order. The exemption extends to insiders in a qualifying jurisdiction even if the insider is subject to the qualifying regulation of another qualifying jurisdiction (e.g., the issuer is organized in Canada but its securities trade in Germany).
To qualify for the exemption, insiders must report their transactions in English within two business days. If the jurisdiction in which reports are filed doesn’t accept filings in English, the exemption will still be available if the issuer posts an English language version of the report on its website by the end of the second business day after the report’s public posting.
A lot of FPIs can breathe a sigh of relief—their insiders won’t need to file a Form 3, by March 18 or at all.
For those insiders who were not relieved of their filing obligation by the SEC’s exemptive order, time is of the essence in getting ready for the March 18 effective date. As this Goodwin alert notes:
[T]hese reports must be filed electronically, which will require reporting individuals to obtain personal filing credentials by submitting a Form ID application in compliance with the EDGAR Next rules before they can file these reports. Form ID applications are subject to a variety of requirements that may be unfamiliar to directors and officers of FPIs. Form ID applications are also subject to review and approval by Securities and Exchange Commission (“SEC”) staff, which can take as little as several business days and as much as a week or more.
With just a week and a half to go until the effective date, submit your Form ID today if are obligated to file Section 16 reports! A sample Form ID has been posted in the Forms & Filings Handbook on Section16.net to get you started. If you do not have access to all of the amazing resources available on Section16.net, I encourage you to become a member today. You can contact us at info@ccrcorp, 800-737-1271 or fill out this form to get the ball rolling.
The SEC has announced the agenda for its next Investor Advisory Committee (IAC) meeting, to be held on Thursday, March 12 at 10:00 a.m. Eastern time at the SEC’s headquarters and via webcast. The IAC is tasked with advising the Commission on “regulatory priorities, the regulation of securities products, trading strategies, fee structures, the effectiveness of disclosure, and on initiatives to protect investor interests and to promote investor confidence and the integrity of the securities marketplace.”
The IAC’s agenda for Thursday focuses on some key issues that are high on the Commission’s priority list, including public company disclosure reform, proxy voting by funds and tokenization of equity securities. In a morning panel, the IAC will explore potential changes to quarterly reporting and amendments to Regulation S-K, focusing on “whether there are opportunities to reduce unnecessary disclosure burdens on public companies without compromising investor protection and capital formation.” The afternoon panel will address the topic of proxy voting by investment funds, delving into some issues relating to retail participation in proxy voting, including persistent quorum challenges and the costs associated with solicitation efforts, with a focus on identifying “potential avenues for modernization within the context of existing regulatory protections.” Finally, the IAC will consider a draft recommendation prepared by the Market Structure Subcommittee addressing the tokenization of equity securities.
The IAC’s deliberations and recommendations can be useful to the Commission as it considers a variety of rulemaking initiative that touch on these areas.
