Editor’s Message
Hopefully spring has sprung wherever you find yourselves. Here in Western New York, the snow is beginning to abate and every now and then the sun peeks through the clouds, which in Western New York we call “spring.” On the regulatory front, the first quarter of 2026 was a bit busier from a regulatory perspective than what we saw last year.
The SEC continues to evaluate the Nasdaq proposed listing standard that would delist companies with a market cap of less than $5 million. We have provided updates on the status of the rule-making in this newsletter. The proposed listing standard, if adopted, would make things much more difficult, if it wasn’t difficult enough, for Nasdaq-listed companies with a market cap of less than $25 million. Companies with market caps above $5 million but less than $25 million could find themselves subject to short campaigns where investors short their stock in an attempt to drive down the common stock price below the $5 million threshold in order to trigger delisting of the stock, which would ensure their short positions would be profitable. The proposed listing standard has generated quite a few comment letters to the SEC, many critical, so it will be interesting to see how the SEC responds.
At the end of March, the SEC finally released interpretative guidance to aid developers of crypto assets in analyzing whether their crypto asset is a security. After years of referring entrepreneurs to the Supreme Court’s Howey test and regulating through enforcement on a hindsight basis, the SEC has now provided clearer guidance to entrepreneurs and their advisors. The next step is for Congress to act (I know a long shot) and adopt a regulatory regime for crypto assets that are securities to register and provide meaningful disclosure and protection to the investors in these assets. You can read more about the release in our article.
The SEC also issued additional Compliance and Disclosure Interpretations (and renamed them Corporation Finance Interpretations) having to do with ATMs, among other topics. First, I wish the SEC would just rename these interpretations FAQs again if the nomenclature had to change. Second, the updated interpretation for ATMs is helpful and described in the linked article below.
With all the global unrest, capital market activity has been choppy. But, we are seeing more activity in direct listings and reverse takeovers (RTO) as strong private companies seeking to go public attempt to avoid the uncertainty of the capital markets to get listed. We have highlighted RTOs in the article below.
I hope you find the information in our newsletter helpful and have a wonderful spring!
Alex McClean
Practice Group Leader
Securities & Capital Markets
Upcoming Events
Our Securities & Capital Markets team regularly attends leading conferences and industry events that attract thought leaders and deal makers shaping today’s capital markets. Below is a snapshot of upcoming engagements and the team members who plan to attend. If you’ll be at one of these events, click on an HSE attendee’s name to connect.
APRIL 21-22, 2026 | Upstate Capital Venture NY
Rochester, New York
HSE Attendee: Alex McClean
HSE is proud to serve as a corporate sponsor of Upstate Capital. Its upcoming Venture NY, brings together investors, entrepreneurs, and ecosystem leaders to discuss the evolving venture landscape across New York State.
JUNE 9-10, 2026 | THE SPAC Conference
Rye, New York
HSE Attendees: Alex McClean, Chris Murillo
The SPAC Conference 2026, which brings together bankers, investors, SPAC sponsors, and advisors for two days of education, collaboration, and market insight.
OCT. 19-21, 2026 | LD Micro Main Event
San Diego, California
HSE Attendees: Alex McClean, Chris Murillo
HSE is proud to continue its sponsorship of the LD Micro Main Event. LD Micro provides a platform for senior-level executives and investors to converge for unique presentations and networking opportunities, fostering valuable connections and insights.
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:
- Nasdaq’s Proposed Rule Continues Trend of Accelerating Delisting of Micro-Cap Companies
- New Guidance Shines a Light on Ambiguous “Baby Shelf” Rules for ATMs
- SEC Announces Exemption to New Foreign Private Issuer Section 16(a) Reporting
- Cybersecurity Lapses Can Lead to False Claims Act Liability
- The SEC and CFTC Issue Interpretive Release on Cryptocurrency Assets
- How Website Tracking Tools Are Increasing Regulatory and Litigation Risk
- “Nasdaq Continues Trend Towards Stricter Listing Standards” published in the New York Business Law Journal Vol. 29 Issue #2
HSE View: RTOs
Our team has witnessed the rising interest in reverse takeovers (RTOs). This article presents our view of what an RTO involves, the ideal candidates, and the potential benefits weighed against legal, regulatory, and governance risks.
Alex McClean Discusses Proposed Nasdaq Rule
Alex McClean, chair of the firm’s Securities & Capital Markets practice, was recently featured in Buffalo Business First discussing a proposed Nasdaq rule that could accelerate the delisting of smaller public companies and its potential impact on investors.
Harter Secrest & Emery Advises Moro Corporation in Sale to Blackford Capital
HSE advised Moro Corporation on its sale to Blackford Capital. Securities & Capital Markets Partner Chris Murillo led the transaction team. Moro operates a diversified construction services platform serving markets across the Northeast through established subsidiaries with a broad, regional client base.
Harter Secrest & Emery Names Six New Associates
HSE continues to expand its talent bench. Earlier this year, the firm promoted six law clerks to associate roles across four practice groups: Employee Benefits & Executive Compensation, Labor & Employment, Litigation, and Securities & Capital Markets.
Harter Secrest & Emery Advises ESL Federal Credit Union in Closing of Acquisition of Generations Bank
HSE recently served as legal counsel to ESL Federal Credit Union in connection with its acquisition of substantially all of the assets of Generations Bancorp NY, Inc., the holding company of Generations Bank. The transaction, signed in September 2024 and closed effective January 1, 2026 following regulatory approval, significantly expands ESL’s presence across Greater Rochester and the Finger Lakes region.
Past Events
DealFlow Discovery Conference, January 28-29, 2026
Alex McClean, Chris Murillo and Luke Catalano attended the DealFlow Discovery Conference (formerly known as The Microcap Conference) in Atlantic City. Recognized as the largest investment conference of its kind, the event brought together hundreds of companies, investors, and dealmakers for two days of company presentations and expert discussions on raising capital.
28th Annual ROTH Conference, March 22-24, 2026
Harter Secrest & Emery was proud to once again sponsor the annual ROTH Conference, a leading forum for small‑ to mid‑cap companies and the investment community. Partners Maggie Rhoda and Chris Murillo represented the firm at the event, engaging with company executives, investors, and fellow advisors and reinforcing HSE’s ongoing commitment to the capital markets and financial services sectors.
