Finance Law and Banking Law

Has the tumultuous, nearly five-year journey of the Corporate Transparency Act (CTA) finally come to an end? In 2021, Congress adopted the CTA with the stated purpose of curbing...

The Federal Reserve has established a four-part safe harbor for determining when voting trusts, buy-sell agreements, and similar shareholder arrangements will not be treated as a "company" under the Bank Holding Company Act. Understanding these requirements is critical for structuring governance arrangements that avoid unintended regulatory consequences, particularly regarding termination provisions that override state perpetuity laws.

The SEC has increased the financial thresholds for "qualified client" status under Rule 205-3, affecting when investment advisers may charge performance-based compensation.

Sponsors and corporates face an increasingly complex legal and regulatory landscape when implementing hedging strategies in debt financings. This comprehensive guide examines the critical coordination required between treasury, legal teams, financial advisors and hedge providers to navigate ISDA documentation, regulatory compliance under EMIR and Dodd-Frank, and deal-contingent structures.

In leveraged and asset-based lending, the unitranche structure offers a sophisticated approach to allocating risk and return among lenders within a single credit facility. How do first out and last out arrangements work in practice, and what critical provisions should lenders negotiate to protect their interests? This analysis examines the mechanics, economic features, and key considerations that inform participation decisions in these increasingly popular financing structures.

Representations and warranties insurance (“RWI”) for mergers and acquisitions (“M&A”) is more accessible than ever due to increasing democratization in the market.

The CFTC has released its 2026 regulatory priorities agenda under new Chairman Michael Selig, outlining significant proposed changes to commodity pool operator exemptions, large trader reporting requirements, and foreign exchange product classifications. Asset managers participating in commodities and derivatives markets will need to understand how these regulatory modifications may affect their registration obligations, reporting burdens, and treatment of various financial instruments.

On July 7, the SEC released its Spring 2026 Regulatory Flexibility (“Reg Flex”) agenda detailing an ambitious list of thirty-eight potential rulemakings for the upcoming year.

The SEC and CFTC have issued a joint interpretive release establishing a securities taxonomy for crypto-assets, classifying them into five categories: digital commodities, digital collectibles, digital tools, stablecoins, and digital securities. This groundbreaking guidance identifies specific crypto-assets like Bitcoin, Ether, and Solana as digital commodities rather than securities, marking a significant shift from the SEC's previous regulation-by-enforcement approach.

Robotics companies are exploring alternative paths to public markets through de-SPAC transactions and reverse mergers instead of traditional IPOs. Recent deals involving Agility Robotics and Serve Robotics illustrate the strategic advantages and potential pitfalls of these alternative financing routes. Legal experts analyze what these trends mean for the future of robotics company capital formation.

The Securities and Exchange Commission has temporarily suspended its approval of Nasdaq's new $5 million Market Value of Listed Securities (MVLS) continued listing requirement following notices of intention to petition for review. While the rule is currently not in effect, the SEC could lift the stay at any time, leaving microcap companies in a state of uncertainty about potential immediate delisting actions.

Nasdaq has implemented a new continued listing requirement establishing a $5 million minimum Market Value of Listed Securities threshold, creating immediate delisting risk for companies that fall below this level for 30 consecutive business days. Unlike traditional compliance deficiencies that offer cure periods, this rule triggers automatic suspension without advance warning, fundamentally altering the risk landscape for micro-cap and financially distressed public companies.