Editor’s Message
Happy spring! In my last message over the winter, I described the optimism in the capital markets about a strong start to 2025. I cautioned though “The caution in this optimism is based on concerns that inflation could resurface depending on tariffs and immigration enforcement, that interest rates could rise if inflation resurfaces and the general unpredictability of what the Trump administration will actually prioritize and accomplish in 2025.”
Unfortunately, the first quarter of 2025 turned into a challenging capital market environment rather than a booming capital market due to uncertainty and the concern of economic stagnation. While uncertainty is leading to challenging market conditions, there is pent up demand by issuers to raise capital when the markets recover.
The first quarter of 2025 was lively from a regulatory development perspective with the new Trump administration’s priorities becoming clearer. We have excellent articles in this newsletter about the broadened use of confidential registration statements permitted by the SEC and the change in priorities by the DOJ regarding FCPA enforcement. There is also an article on ISS diversity considerations for directors, which is a significant change from positions ISS had recently taken on diversity for directors. We also saw Nasdaq propose additional rule changes that will make it more challenging for small companies to list on Nasdaq and additional changes to their bid price rules. In addition, the SEC took steps to simplify the Rule 506(c) accreditation requirements that should simplify the process for certain crowdfunding offerings. The SEC also recently voted to not defend the federal court challenges to its climate disclosure rules. In addition to these changes, more changes are likely on the way as the SEC shifts its focus toward facilitating capital formation.
The one thing true about life, business and securities law is that change is a constant and we are seeing that now. As you try to navigate the changing tides, just know that we are here to help you roll with the changes.
Alex McClean
Practice Group Leader
Securities and Capital Markets Group
Upcoming Events
Our Securities & Capital Markets team actively seeks opportunities to connect with clients, friends, and peers at events. Below is a glimpse of our upcoming engagement and the team members who will be in attendance. If your plans align with ours, please contact us and we’ll set up a time to connect at the event.
April 9-10 | LD Micro Invitational XV | Westin Grand Central, NYC | Contact Alexander R. McClean
Harter Secrest & Emery Partner Alexander R. McClean will serve as the moderator for a four-person panel titled “The New Rules of Going Public: IPOs, SPACs & Reverse Mergers”.
Panelists: Swami Venkat-, Advisory at CohnReznik; Paul Dorfman, Head of Listings, NYSE; Andy Hall, Senior Managing Director Nasdaq; JW Roth, CEO, VENU Holding Corp.
April 22 | Centri Capital Conference | Nasdaq, New York City | Contact Alexander R. McClean
Meet, network and connect as Centri brings together the right players in the deal space at the newest, must-attend event in the Capital Markets.
April 23-24 | Upstate Capital’s Venture NY | Albany, NY | Contact Alexander R. McClean
Venture NY is a two-day event designed to bring together investors and the broader business community to connect and explore the thriving ecosystem in New York State.
Legal Insights
We regularly provide insight on a range of important securities and regulatory developments through our LEGALcurrents. Below are links to new articles, some of our recent updates and content from related practice groups that may be of interest:
- Newly Approved Nasdaq Rule Modifies Liquidity Requirements for IPOs and Uplists
- SEC Allows Greater Use of Confidential Draft Registration Statements
- Navigating FCPA Enforcement Uncertainty
- ISS Ends Diversity Considerations for US Director Vote Recommendations
- Nasdaq and NYSE Rules Approved, Limiting Options for Companies to Regain Compliance with the $1.00 Minimum Price Rules
- The Dust Has Settled: A Comparison of the New Nasdaq $1.00 Minimum Bid Price and NYSE $1.00 Minimum Price Rules
- Update: Corporate Transparency Act: FinCEN Removes BOI Reporting Requirement for U.S. Entities
- President Trump Issues Series of Executive Orders Impacting U.S. Immigration Law and Policy: Key Highlights and Recommendations for U.S. Employers
HSE View: At-the-Market Offerings (ATMs)
In an At-the-Market offering, commonly known as an ATM offering, a public company sells its shares into an existing trading market at the then-current market price instead of a fixed or negotiated price. This type of offering is typically sold over a longer period of time than a traditional firm commitment offering, and the price paid for the shares will vary as the market price for the shares varies. In this article, HSE’s Securities and Capital Markets team breaks down the advantages and disadvantages of ATMs, as well as what issuers should consider for future ATM offerings. Read more
HSE Making News
New Delisting Rules Shorten Leash for Distressed Companies
Law360 spoke to Securities and Capital Markets Partner, Margaret K. Rhoda, about what companies should consider now that the U.S. Securities and Exchange Commission has recently approved rules proposed by Nasdaq and the New York Stock Exchange to accelerate the delisting of stocks that trade below minimum requirements. Read more
SEC Expands Nonpublic Reviews, Boosting Small Companies Seeking IPOs, Attorneys Say
Alexander R. McClean spoke with the National Law Journal about the new SEC guidelines allowing all registrants to confidentially file registration statements, even if the registrant has been a reporting company for more than 12 months. McClean addresses why this development could significantly impact capital raising strategies for smaller public companies. Read more
Past Events
Roth Investor Conference | March 16-18
Harter Secrest & Emery LLP was proud to be a Silver Sponsor at the 37th Annual ROTH Conference on March 16-18 in Dana Point, California. Alexander R. McClean and C. Christopher Murillo attended this engaging event, consisting of 1-on-1 / small group meetings, company presentations, analyst-selected fireside chats, and industry panels. Thank you to NSI Insurance Group for the wonderful hospitality.
Microcap Conference | January 28-30
The Microcap Conference is the largest independent microcap event in the U.S., featuring three days of one-on-one investor meetings, company presentations, expert discussions, and nonstop networking—all set against the vibrant backdrop of the Borgata in Atlantic City.
HSE’s Alexander R. McClean and Luke A. Catalano attended the Microcap Conference in Atlantic City on January 28-30.
Curling: A Team Sport for Athletes and Attorneys
HSE provides clients with a team that works AND plays hard together. The Securities & Capital Markets team recently went curling.
About HSE’s Securities and Capital Markets Team
Leveraging top talent and a team-oriented approach, we provide responsive, cost-effective, and practical counsel to public companies and organizations of all sizes looking to access the capital markets.