Editor’s Message
Happy Summer! It has been anything but a sleepy summer so far. The SEC previously announced that it was undertaking an initiative to modernize and streamline its rules. In May the SEC began delivering on its initiative.
The SEC proposed its most sweeping changes to its rules in a generation, which would impact both registered securities offerings and public company reporting requirements. As described in greater detail in this newsletter, the SEC proposed to increase access to Form S-3 shelf registration to all public companies and eliminate its previous “baby shelf” requirements that limited the ability of small public companies to use Form S-3 shelf registration. The proposed rules would also eliminate the current “seasoning” requirement, meaning that public companies will be able to utilize Form S-3 shelf registration immediately upon listing on a national securities exchange. The proposed rules would also extend many of the benefits previously bestowed upon well-known seasoned issuers, or WKSIs, to all public companies. In particular, public companies with at least 12 months of reporting history that are listed on a national securities exchange would be able to take advantage of automatic effectiveness of Form S-3. These changes would allow smaller public companies to have much more streamlined access to the capital markets.
As also addressed in the LEGAL Insights section below, the SEC proposed rules to permit semi-annual reporting rather than quarterly reporting. Quarterly reporting has been a fixture in the United States for over 50 years. Under the proposed rules, public companies could report financial results semi-annually rather than quarterly. If adopted, it is expected that many larger public companies will continue to report quarterly based on investor expectations, but many smaller companies could report semi-annually to save costs and limit management distraction.
The SEC staff is still evaluating Regulation S-K and accredited investor standards. More rule changes are expected as the SEC seeks to streamline and modernize its reporting requirements. The SEC is shifting from a regime based on mandated disclosure to a regime that incorporates more private ordering.
On that note, the SEC also proposed rules to officially revoke the SEC’s climate disclosure rules. These rules were adopted during the Biden administration but never went into effect due to court challenges. It is expected that these proposed rules will be adopted and climate disclosure will become a focus of state regulation. California has already adopted climate disclosure requirements for public companies in California and other states, including New York, are considering similar requirements. It will be interesting to see if a later Democratic administration will propose climate disclosure rules again, particularly considering the recent Supreme Court decision that permits presidents to fire leaders of independent federal agencies, which may increase the political pendulum effect we have seen at the SEC over the past couple decades.
Finally, Nasdaq continues to modify its proposed rules to delist companies with a market cap of less than $5 million. In response to comments, Nasdaq will now provide an avenue for companies to more meaningfully appeal their delisting. However, trading in their stock on Nasdaq will be suspended during the delisting appeal. This change doesn’t address the concerns of many commentators as the damage will be done to investors when trading is suspended. Nasdaq could reduce a lot of the objection to its proposed rule if it would allow the stock of impacted companies to continue to trade on Nasdaq while the company appeals a delisting decision. In addition, Nasdaq could consider a longer period before a delisting decision (90 trading days would be more reasonable) to provide companies with appropriate time to recover from an artificially low market cap or adapt to an OTC quotation , which would allay the concerns of many commentators. Despite negative feedback on the rulemaking, Nasdaq does appear focused on adopting rules in this area.
I hope you find the information in our newsletter helpful and have a wonderful summer!
Alexander R. McClean
Practice Group Leader
Securities & Capital Markets
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 21, 2026 | ACC Central & Western New York Webinar
“The 2026 Governance Outlook: Key Issues for Boards, Advisory Boards, and Corporate Leaders”
Margaret K. Rhoda and Laura A. Higgins will provide a practical, business-focused discussion of key governance, litigation, and regulatory developments shaping the remainder of the year–including items that you may want to consider when building next year’s budget!
Register here to join us for this informative discussion.
OCTOBER 19-21 2026 | 20TH Annual LD Micro Main Event
Los Angeles, California
HSE Attendee: Alexander R. McClean
We are pleased to continue our tradition of sponsoring the annual LD Micro Main Event, returning this October to the beautiful Luxe Sunset Blvd. Hotel in Los Angeles. Celebrating its 20th anniversary, this year’s event promises an exceptional lineup of company presentations, engaging panel discussions and memorable networking opportunities. If you plan to attend, please contact Alex so we can arrange time to connect.
Legal Insights
We regularly provide insight on a range of important securities and regulatory developments through our LEGALcurrents. Below are links to new articles, and some of our recent updates and content that may be of interest:
- SEC Proposes Sweeping Rule Changes to Reform Public Securities Offering and Public Company Reporting Requirements
- SEC Proposes Rules to Allow for Semiannual Financials for Periodic Reports and IPOs
- SEC Proposes Rescinding Contested Climate Disclosure Rules
- Nasdaq Amends $5 Million Minimum Market Cap Proposal
- Nasdaq’s $5 Million Minimum Market Cap Rule? Not Yet.
HSE View: Redacting Information from Exhibits Required by the SEC
Public companies filing exhibits with the SEC can redact certain sensitive information, but only within narrowly defined limits. From personal data to confidential contract terms, navigating these rules requires careful judgment and advanced planning.
Read more
HSE Making News
Harter Secrest & Emery Advises Maxim Group on $9.2 Million Public Offering and Uplisting of Duke Robotics Corp.
HSE Securities attorneys C. Christopher Murillo, Luke A. Catalano and Jason W. Delmont represented Maxim Group LLC in connection with an underwritten public offering and Nasdaq uplisting of Duke Robotics Corp.- a leader in advanced robotics and drone-based solutions for civilian and defense markets.
Read more
SEC Turns The Spotlight on Nasdaq Delisting Standards
In this Law360 article, Alexander R. McClean provides insight on Nasdaq’s proposed listing and delisting standards, emphasizing that stricter market capitalization requirements could disproportionately impact smaller public companies by making it more difficult for them to maintain a Nasdaq listing and potentially accelerating delistings.
Read more
Harter Secrest & Emery Expands Corporate Practice with Global M&A Partner
R. Kenneth Boehner joins the firm with more than 30 years of experience leading complex international and multi-jurisdictional transactions. Most recently, Boehner served as chairman, chief executive officer, and general counsel for the group of companies and charities of an iconic sports figure and philanthropist, overseeing global business, legal, and charitable functions.
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Harter Secrest & Emery Leads in Chambers USA Ranking Among Upstate New York Law Firms
Among Upstate New York law firms, HSE has the most recognized attorneys in the Chambers USA 2026 America’s Leading Lawyers in Business. In total, a market-leading 27 attorneys from Harter Secrest & Emery were recognized as leaders in their field.
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Harter Secrest & Emery Welcomes Class of 2026 Summer Associates
We are excited to welcome our summer associates and continue the tradition of training young lawyers.
(Left to right): Labeeb Nazim, University at Buffalo; Mena Arhere, University at Buffalo; Lily Busler, University at Buffalo; Maddie Kammholz, University of Pittsburgh; Dan Pietrowicz, Notre Dame
Recent Engagements & Key Insights
The HSE Securities & Capital Market team remains actively engaged in the forefront of industry and business conversations. Over the past period, team members attended several leading conferences and events, strengthening relationships, sharing perspectives, and staying ahead of evolving market trends. Below are insights from our colleagues who attended The SPAC Conference.
The SPAC Conference 2026: A DealFlow Event
Alexander R. McClean and C. Christopher Murillo recently attended The SPAC Conference at the Westchester Country Club in New York, one of the premier gatherings for professionals involved in special purpose acquisition companies and public market transactions. During the conference, they connected with many executives exploring the use of SPACs as a pathway to the public markets.
“There was enthusiasm for the strength of the current SPAC market and opportunities for private companies to go public through de-SPAC transactions,” said Alex McClean. “There was a feeling that the current market is more stable than the boom year of 2021 and more likely to be sustainable.”
Speakers highlighted the more collaborative approach to SPAC IPOs and de-SPAC transactions from the current SEC administration and how recent SEC proposed rule changes will be valuable to companies looking to go public through a de-SPAC transaction.