Webinar | April 22, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

As mature private companies grow larger and more complex, a sophisticated investor relations strategy becomes essential. Clear, differentiated communications, paired with strong media visibility, can help strengthen reputational capital and even influence market valuation as companies move toward a liquidity event.

Join Solebury Strategic Communications and Mayer Brown for a practical discussion on how high growth private companies can prepare for the public markets. We’ll cover:

  • Building an effective pre-IPO IR strategy
  • Distinguishing your IR website from consumer-facing content
  • Establishing a consistent communications cadence
  • Understanding safe harbors and key securities law considerations
  • Maximizing non-deal roadshows and investor outreach
  • Transitioning to an IPO-ready communications approach

A rulemaking petition filed recently highlights the need to address the communications safe harbors.  The Securities and Exchange Commission has not reviewed the rules and regulations relating to social media under the securities laws since 2000. The last comprehensive review of the rules relating to offering related communications and safe harbors was Securities Offering Reform, which now was over 20 years ago.  Since then, there have been modest changes to the communications rules, principally in connection with exempt offerings and the JOBS Act.  The petition notes that, in some respects, the communications rules are more liberal in the case of offerings made pursuant to Regulation Crowdfunding (CF) and Regulation A offerings than in connection with testing-the-waters communications in the context of SEC registered offerings.

The petition requests that the SEC take action to amend Rule 163B to expand the class of permitted test-the-waters investors, which now includes only qualified institutional buyers and institutional accredited investors, so that, at a minimum, accredited investors might be included.  The petition suggests that if the categories of persons were to be expanded, then, written test-the-waters materials should include a brief legend noting that no offer to sell is being made and no allocation commitment exists.  In addition, the petition requests that Rule 169, the safe harbor relating to regularly released factual business information, be amended to (1) broaden its application to communications during registered offerings, (2) clarify that the safe harbor applies to digital and social media communications, and (3) harmonize the safe harbor with the communications standards applicable under Regulation A and Regulation CF that allow issuers to communicate freely with prospective retail investors while undertaking registered offerings.  Finally, the petition requests that the SEC issue interpretive guidance confirming that the SEC’s policy judgments permitting retail solicitation in Regulation CF, Regulation A, and Rule 506(c) offerings apply to IPOs. Access the full rulemaking petition.

Webinar | April 7, 2026
1:00 p.m. – 2:00 p.m. ET
Register here.

Join Mayer Brown partner Larry Hamilton as he provides an overview of current investment-related initiatives by the National Association of Insurance Commissioners (NAIC) which will affect a range of structured products and other investments, including repacks, for US insurance companies.

Earlier this month, the Commodity Futures Trading Commission (“CFTC”) and Major League Baseball (“MLB”) entered into a Memorandum of Understanding (“MOU”) establishing a formal framework for cooperation, information sharing, and coordination on matters affecting the integrity of the prediction markets related to professional baseball.  The MOU does not create any legally binding obligations or enforceable rights, but it is notable as the first formal bilateral arrangement between a federal market regulator and a major professional sports league.  The MOU addresses the intersection of derivatives trading and athletic competition.  The CFTC exercises authority to protect market participants from fraud, manipulation, and other abuses, while MLB seeks to protect the integrity of and public confidence in the sport. 

At an operational level, the CFTC and MLB have designated representatives to meet regularly to discuss issues impacting the integrity of professional baseball and related prediction markets, and share information.  The CFTC may only use MLB-sourced information in connection with its statutory responsibilities, while MLB may only use CFTC-sourced information to protect the integrity and public confidence in professional baseball. 

The practical implications are worth noting.  The MOU may suggest that the CFTC views sports-related prediction market integrity as a component of its regulatory mission.  Participants in prediction markets listing baseball event contracts should expect that the CFTC now has a materially enhanced information pipeline on game integrity issues, with the ability to cross-reference trading patterns against MLB’s internal investigations on a near real-time basis.  Other leagues and exchanges may soon take note and take similar action to preserve the integrity of their respective products.  Read the CFTC and MLB’s press release.

On March 27, 2026, the Securities and Exchange Commission (“SEC”) announced its intention to adjust the dollar thresholds used under the Investment Advisers Act of 1940 in determining when a registered investment adviser may charge performance‑based fees.  These fees, which tie adviser compensation to investment gains, are generally prohibited except in respect of “qualified clients” who meet certain net worth or assets‑under-management criteria.  The inflation-linked adjustment is intended to keep the thresholds meaningful in today’s markets.

For investment advisers, the change could alter which clients qualify for performance‑based arrangements, potentially prompting a review of existing contracts and client onboarding processes.  Private funds and other pooled investment vehicles may particularly feel the impact of the change because performance fees often form a significant portion of adviser compensation.  Advisers should begin assessing how these updated thresholds might affect client eligibility, contract terms and disclosure obligations.  Even modest increases could shift who qualifies for performance fees, making early planning and proactive compliance measures essential before the formal order is issued.  Read the SEC’s notice.

On March 24, 2026, Securities and Exchange Commission Commissioner Hester Peirce spoke at the Investment Company Institute’s 2026 Investment Management Conference laying out a pragmatic path to modernize the fund regulatory framework.  Her remarks emphasized that many of the industry’s longstanding pain points are well understood and, in some cases, readily fixable.  Among several key issues, Commissioner Peirce highlighted the need to accommodate electronic delivery as the default for investor communications, a change that SEC Chair Paul Atkins, speaking at SIFMA on Monday, March 23, indicated would be coming soon.

Commissioner Peirce also noted that proxy voting mechanics and timing constraints can undercut effective oversight across large portfolios.  Proposed updates to Rule 17a‑7 under the 1940 Act would facilitate fund cross‑trading and remove barriers to cost-efficient transactions within fund complexes.  She also touched on the importance of leveling the playing field for affiliated securities lending programs and other practices that can create uneven incentives across funds.

Taken together, Commissioner Peirce’s remarks highlight a vision for a modernized, more efficient fund regulatory framework.  The goal would be to reduce unnecessary operational burdens while preserving strong investor protections, creating a system better aligned with current market practice and technological capabilities.  Hopefully, the e-delivery rule will represent a step toward realizing that vision and signal a path toward a more streamlined and responsive regulatory environment for investment companies.

Read Commissioner Peirce’s full remarks.

Webinar | April 1, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

As companies remain private longer, the importance of the private secondary market continues to grow.  Well over $60 billion in transactions are being effected through various platforms, and this does not account for other secondary transaction volume.

During this session, representatives from Nasdaq Private Market and Mayer Brown will discuss:

  • Company-sponsored liquidity programs for employees;
  • Third-party tenders and purchases using the platform;
  • Block trades;
  • Documentation and information requirements;
  • Relief from the tender rules that would be meaningful;
  • Pricing; and
  • Proximity to a liquidity event and other considerations.

The Investment Company Institute (ICI) released a white paper introducing a proposed subscription data framework (the “Framework”) for retail alternative investments. Developed by its Retail Alternatives Working Group, the Framework aims to standardize data formats and definitions used in subscription documents, improving interoperability across systems and supporting more efficient distribution.

The U.S. alternative investment landscape has shifted significantly over the past decade. The number of publicly listed companies has declined by more than half since 1996, companies are staying private longer and IPO activity has slowed. In response, sponsors and distributors have expanded access to private markets through retail-focused structures such as closed-end funds, interval funds, tender offer funds, business development companies (BDCs) and REITs.

The ICI paper also highlights regulatory developments supporting this trend, including co-investment relief, evolving SEC positions on private assets in closed-end funds, Rule 506(c) verification guidance and federal initiatives to broaden access to private markets.

Despite growth, retail alternatives face operational inefficiencies. Infrastructure remains fragmented and highly customized, with limited interoperability among recordkeeping, trading, and distribution systems. These constraints make it difficult to scale offerings to a broader retail audience.

The Working Group identifies standardized data practices as a key solution to improving efficiency, scalability, and transparency. The proposed Framework introduces consistent definitions and formats for common data elements in subscription documents. It is designed to be platform-agnostic, enabling integration across different systems without dictating how data must be transmitted.

The Framework initially covers:

  • Business development companies (BDCs);
  • Tender offer funds; and
  • Non-traded REITs.

Interval funds using existing NSCC infrastructure are excluded as they already benefit from standardized processes.

The Framework includes a detailed reference model for subscription data fields, specifying definitions, formats, required/optional status, and usage guidance to ensure consistency across market participants.

The Working Group plans to:

  • Promote industry awareness and adoption;
  • Establish governance for ongoing maintenance; and
  • Explore additional initiatives to improve operational scalability.

The Framework represents a meaningful step toward reducing operational friction in retail alternatives. Ongoing industry input is expected to refine the model and expand its applicability to additional product types.

On March 19, 2026, the SEC staff issued a new Compliance and Disclosure Interpretation (Question 116.26) addressing how Form S-3 eligibility may impact an existing at-the-market (ATM) offering.  The interpretation considers a situation where a company establishes an ATM offering while it qualifies under General Instruction I.B.1, which allows companies with at least $75 million in public float to use Form S-3 without a cap on how much they can sell, but the company’s public float subsequently falls below that threshold when the required refresh of the registration statement occurs.

The staff determined that the company is not required to reduce the size of the ATM offering to comply with General Instruction I.B.6, which imposes a one-third cap on primary offerings by smaller reporting companies.  Instead, the company may continue to sell the full amount of securities covered by the prospectus supplement that was filed before the required disclosure update even though that amount would exceed the limits that would apply if the ATM offering were being newly established after the change in eligibility.

The new interpretation effectively locks in the size of an ATM program as of the time the prospectus supplement is filed provided the company was eligible under General Instruction I.B.1 at that time.  A later decline in public float does not require the company to reduce or re-size the existing program.  However, the staff’s position does not permit an increase in the size of the ATM offering without regard to current eligibility limits and companies must continue to satisfy their ongoing disclosure obligations when they file their required disclosure updates.

Read the new Compliance and Disclosure Interpretation.

The Securities and Exchange Commission (“SEC”) issued an order approving proposed amendments (the “Proposed Amendments”) by The Nasdaq Stock Market LLC (“Nasdaq” or “Exchange”) to the Exchange’s rules to enable trading of certain securities in tokenized form during the pendency of a tokenization pilot program (the “DTC Pilot”) operated by The Depository Trust Company (“DTC”).

THE PROPOSED AMENDMENTS

Definition of Security

The Proposed Amendments amend Nasdaq’s definition of a security to mean, in part, a “security” as defined in Section 3(a)(10) of the Securities Act of 1933, that is either listed on the Exchange or traded on the Exchange pursuant to unlisted trading privileges.  The Proposed Amendments will permit securities to be traded on Nasdaq in:  (i) traditional form, meaning a digital representation of ownership and rights that does not use blockchain technology; or (ii) for the duration and under the terms of the DTC Pilot, in tokenized form.

Fungibility and Equal Rights

A share of a tokenized security is tradable on the same order book as, and with the same execution priority as, its traditional counterpart, provided the tokenized security is fungible with, shares the same CUSIP number and trading symbol as, and affords its shareholders the same rights and privileges as, a share of an equivalent class of the traditional security.  A tokenized security will be deemed to provide the same rights and privileges as a traditional security if, among other things, it conveys:  (i) an equity interest in the underlying company; (ii) a right to receive any dividends issued by the company to its shareholders; (iii) a right to exercise any voting rights to which shareholders are entitled; and (iv) a right to receive a share of the company’s residual assets upon liquidation.

Eligible Securities

Securities eligible for tokenization will be limited to: (i) securities in the Russell 1000 Index at the time the service launches, as well as any subsequent additions to the index (notwithstanding subsequent removals); and (ii) ETFs that track major indices, such as the S&P 500 index and Nasdaq-100 index.  Nasdaq plans to publish periodic alerts to identify the securities that may be traded in tokenized form.

Order Entry and Tokenization Flags

The Proposed Amendments will amend the Exchange’s Order Entry Rule to establish the process by which Nasdaq market participants eligible to participate in the DTC Pilot can indicate their preference to clear and settle an eligible security in tokenized form.  To do so, the participant will select a designated flag at the time of order entry.  This flag will communicate the participant’s preference regarding the form of the security (tokenized or traditional) and may include additional information or instructions required by DTC, such as the selection of a blockchain and digital wallet address.  Nasdaq’s systems will not verify whether a market participant qualifies to participate in the DTC Pilot or whether a security qualifies as an eligible security at the time of order entry and tokenization flag selection.  Similarly, Nasdaq will not assess DTC’s ability to execute a tokenization order for other reasons, including when a participant seeks to mint a token on a blockchain that is incompatible with the DTC Pilot or deposit it in a wallet that is not registered with DTC.  Therefore, if, at the time of order entry, the market participant is not an eligible market participant, the security is not an eligible security, or DTC is otherwise unable to execute the tokenization preference, DTC will settle the executed order in traditional (non-tokenized) form.

Execution Priority and Order Routing

The Proposed Amendments will amend Nasdaq’s Book Processing Rule to clarify that execution priority will not be impacted by the fact that an order contains tokenized securities or indicates a preference to clear and settle securities in tokenized form.  The Proposed Amendments will also amend Nasdaq’s Order Routing Rule to provide that when the Exchange routes orders in eligible securities that eligible market participants have designated for clearing and settlement in tokenized form, the Exchange will communicate this tokenization instruction to DTC upon receiving an execution for an order that was routed to another trading venue.

IMPLEMENTATION TIMING

The Proposed Amendments will become effective once the required infrastructure and post-trade settlement services are established by DTC.  Nasdaq will notify its members in an alert at least 30 calendar days before the Exchange begins trading securities in tokenized form.

CONCLUSION

The SEC’s approval of the Proposed Amendments marks a significant development in the integration of blockchain technology into traditional securities markets by establishing a framework for trading tokenized securities within existing regulatory structures.  Nasdaq has indicated that alternative forms of tokenization and clearance and settlement are also under discussion, and that future adoption of alternatives to the DTC Pilot will be undertaken by means of a separate proposed rule change filing.

For a discussion of the DTC Pilot, please see our Legal Update.