Editor’s Message
I hope you are all enjoying your summer. It has been a busy summer here at HSE as securities offering and transactional work picked up meaningfully beginning in May. Despite lingering concerns around tariffs, interest rates and inflation, we have seen increased activity in securities offerings and M&A transactions this summer. This increased activity is reflected in the IPO market which saw the number of IPOs in 2025 nearly double from 2024 with much of that activity over the last three months.
Chairman Paul S. Atkins was sworn in as SEC chair in April 2025 and is developing his agenda. His agenda appears focused on deregulatory efforts, with early discussions around simplifying the pay-for-performance and pay-ratio disclosure in proxy statements. Chairman Atkins and the administration support cryptocurrency regulation, as seen through a reduced enforcement focus on crypto securities registration actions and movement in Congress to regulate stablecoins. We expect to see a deregulatory bend and capital raising focus at the SEC during 2025, but increased activity at the state level as outlined elsewhere in this newsletter.
We hope you have an enjoyable summer and find this newsletter valuable.
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.
July 23–24 | Upstate Capital, Saratoga Forum | Saratoga Springs, New York | Contact Alexander R. McClean
Upstate Capital’s premier summer gathering brings together New York’s investment ecosystem for high-impact networking, thought-provoking programming. On Day 2, Alex will moderate a panel titled “The Evolving Landscape of CleanTech Investment in New York”. exploring the future and direction of Clean Tech.
September 29–October 1 | NYBA Business of Banking Conference | Tarrytown, New York | Contact Alexander R. McClean
As Service Members of the New York Bankers Association, we look forward to gaining new industry insights at this signature conference to keep our clients protected and informed.
October 22–23 |
Maxim Group Growth Summit | New York City, New York | Contact Alexander R. McClean
Join top executives and investors for candid conversations on emerging trends, market drivers, and investment opportunities across the healthcare and multi-sector landscapes.
HSE is proud to be a Gold Sponsor of this event.
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:
- HSE Secures No-Action Relief for Tier 2 Regulation A Issuer that Abandoned Offering Before Closing
- Forget Campfire Stories—EDGAR Next Enrollment Is the Real Summer Thriller
- Rule 10b5-1: The First Ever Successful Prosecution for Use of a Rule 10b5-1 Plan
- Deadline Approaching for Compliance with California Climate Disclosure Laws
- Digital Legal and Regulatory Considerations and the De-SPAC Process. Ahead of the 8th Annual SPAC Conference in Westchester, New York, C. Christopher Murillo joined a virtual panel hosted by B2i Digital titled, “Digital Legal and Regulatory Considerations and the De SPAC Process.” Moderated by B2i Digital’s COO Charlie Napolitano, the on-demand discussion brings together legal, operational, and regulatory experts to unpack the complexities of the de-SPAC process. Topics include shareholder redemptions, SEC compliance, exchange listing requirements, and the latest IXBRL tagging mandates. Click here to watch the conversation.
HSE View: Reference Guide for Using Non-GAAP Measures
While GAAP provides consistency for investors, it doesn’t always reflect how management views a company’s performance. This article explores the nuanced world of non-GAAP financial measures—what they are, how they differ from GAAP and other metrics, and the SEC’s rules and red flags to watch for.
If your company uses non-GAAP disclosures, this is essential reading to stay compliant and transparent. Read more
HSE Making News
Alexander R. McClean Recognized in Chambers USA 2025 Rankings
Harter Secrest & Emery continues to lead among Upstate New York law firms in the prestigious Chambers USA 2025 America’s Leading Lawyers in Business rankings, with 29 attorneys and seven practice groups honored this year. Notably, Securities and Capital Markets attorney Alexander R. McClean was recognized for his outstanding work in Corporate and M&A matters. Read more
C. Christopher Murillo Speaks With Law360 on the Effect Nasdaq’s Tighter IPO Rules Could Have on Small Companies’ Capital Strategies
With Nasdaq’s updated listing standards set to take effect, small and pre-revenue companies may face new hurdles in going public. In a recent interview with Law360, Securities and Capital Markets attorney C. Christopher Murillo discusses how these changes could shift capital-raising strategies—potentially driving more interest in de-SPAC transactions and reverse mergers.
Read on to learn what these developments could mean for your company’s path to the public markets. Read more
Past Events
June 17–18 | The SPAC Conference | Rye, New York
Margaret K. Rhoda and C. Christopher Murillo represented the team at the 8th annual SPAC Conference in Westchester, New York. Their presence underscored the firm’s active engagement in the evolving SPAC landscape, as they joined leading voices from across the ecosystem for the two days of high-level discussions, deal-making, and strategic networking.
April 22 | Centri Capital Conference | Nasdaq, New York City
Alexander R. McClean and Luke A. Catalano experienced the iconic Nasdaq bell at the annual Centri Capital Conference, a one-day event connecting investors with executives from companies in various emerging and rapid-growth sectors including healthcare, life sciences, disruptive technology, and more.
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.