Editor’s Message
Happy New Year! I hope you and your families had a great holiday and enjoyed some time away from the office. As we start 2025, the question many of our clients are asking is what to expect for 2025. In our proxy season update article included with this newsletter, we have highlighted some of the key changes to Form 10-K annual reports, proxy statements and annual stockholder meetings that companies should be considering for 2025.
From a capital markets perspective, the signal we see is one of cautious optimism. There is optimism that inflation is under control, interest rates should not rise further in 2025 and an expectation that many of the economic priorities of the Trump administration, such as tax cuts, will help spur economic growth. The caution in the 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.
On the regulatory front, there will be a new Chairman of the SEC and it is expected that the SEC will be moving into an era of deregulation and a focus on the SEC’s mission of prioritizing capital growth. The deregulatory focus is expected to initially be on environmental, diversity and some executive compensation disclosure requirements that arguably aren’t connected to the SEC’s mission. These type of requirements first started being required in response to the Dodd-Frank Act, so dismantling some of these requirements will likely require congressional action. The wild card is Elon Musk, a vocal critic of the SEC who has been the subject of SEC enforcement actions in the past. As could be seen in the recent budget negotiations, he carries influence in the new administration.
The changes to SEC regulation and enforcement could be more dramatic in 2025 depending on whether critics of the SEC in the new administration are able to enact more fundamental changes to the operations of the SEC. Although the SEC is reliant on congressional appropriation for its funding, the SEC, through its enforcement action awards, is a profit center for the federal government. It will be interesting to see how these competing interests play out during 2025. Rest assured that the team here at HSE will be closely monitoring developments during 2025 and will keep you informed.
Happy New Year!
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.
March 16-18 | 37th Annual Roth Investor Conference | Contact Alexander R. McClean and Margaret K. Rhoda
This year’s event will consist of 1-on-1 and small group meetings, company presentations, analyst-selected fireside chats, and industry panels. ROTH Capital Partners is excited to offer attendees the true ROTH Conference experience with many social components including networking, entertainment, and athletic charity events.
Preparing for Proxy Season 2025
Now that 2025 has begun, it is time for public companies to start planning for and drafting their upcoming annual reports and proxy statement disclosures. This article highlights changes in federal securities laws and updates to proxy advisory firm guidance for 2025 that may impact your disclosure and corporate governance in the upcoming proxy season and beyond. Read more
Legal Insights
We regularly provide insight on a range of important securities and regulatory developments through our LEGALcurrents and webinar series. Below are links to some of our recent articles and other content that may be of interest:
- Fifth Circuit Reverses SEC’s Approval of Nasdaq’s Board Diversity Rules
- What’s EDGAR Next? Do I Need to Care?
- Investment Adviser Alert: Possible Customer Identification Program Requirements
- Open in Case of Government Shutdown
- $1.00 Minimum Price Rule Updates from Nasdaq and NYSE
We have been closely following the Nasdaq and NYSE rule proposals impacting companies with low stock prices. We will continue to keep an eye on this space as the new administration begins this month.
- Nasdaq Bid Price Update: SEC Takes Rare Step to Initiate Proceedings About Proposed Rule
- Nasdaq Bid Price Update: Can’t Cure Bid Price Deficiency by Violating Other Listing Standards
- Another Day, Another Minimum Share Price Proposal: A Proposed NYSE Rule Could Narrow Options for Companies Struggling to Regain Compliance with the Price Criteria Rule
HSE View: Regulation A+ Offerings
IPOs may not be your only option for raising capital. Regulation A+ offers a streamlined alternative, allowing U.S. and Canadian companies to raise funds, but still requires careful consideration and planning. We break down the pros and cons for you in this article. Read more
HSE Making News
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Harter Secrest & Emery Earns High Honors in 2025 Edition of Best Law Firms®
HSE earns national ranking in Corporate Law in the 2025 edition of Best Law Firms® and is also recognized as a leading law firm in 52 areas of practice, for a total of 74 regional rankings. This honor expands the firm’s regional recognition to Albany and the Government Affairs practice. Read more
SEC Seeks More Data On Nasdaq Plan To Speed Up Delistings
In this Law360 article, Alexander R. McClean addressed how the timing of the SEC’s decision aligns with an anticipated shift in the SEC’s approach under the incoming administration, and the challenging affect this ruling could have on a particular sector in the micro-cap space. Read more
Trump’s Win Likely to Spur Deals for Capital Markets
Law360 spoke with Securities attorneys C. Christopher Murillo and Margaret K. Rhoda to gain perspective on how a Trump administration is likely to impact capital markets. Read more
Harter Secrest & Emery Elects Three New Partners
A new year with new beginnings. Harter Secrest & Emery is thrilled to announce that Securities & Capital Markets attorney Margaret K. Rhoda has been elected into the HSE partnership. Her dedication, experience, and hard work have truly paid off, and we look forward to her continued contributions in her new role. Read more
Past Events
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LD Micro Main Event XVII Conference
Securities & Capital Markets Partner C. Christopher Murillo moderated an engaging panel discussion titled “Micro Cap Capital Raising Strategies” at the LD Micro Main Event XVII Conference in Los Angeles, CA October 3, 2024. Alexander R. McClean, along with Robert Wotczak, Freedom Capital Markets CEO and President, Corey Fischer, Weinberg & Company Managing Partner, Certified Public Accountants and Robert F. Phillips, Abacus Life (ABL) SVP of Investor Relations & Corporate Affairs, discussed overnight deals (CMPO and Registered Direct), ATMs, PIPEs, Form S-1 registered offerings, warrant solicitations and convertible notes and the pros and cons of each strategy.
Spartan Capital Investor Conference
The firm was a proud sponsor of the 2024 Spartan Capital Investor Conference in New York City. HSE’s C. Christopher Murillo, along with Jenn Calabrese, Founder & CEO of Calabrese Consulting LLC, Thomas Poletti, Partner at Manatt, Phelps & Phillips LLP, and Ross David Carmel, Esq. of Sichenzia Ross Ference Carmel LLP, participated in an active panel discussion titled “The Morning Microcap Market Discussion.”
Benchmark 13th Annual Discovery One-on-One Investor Conference
HSE was pleased to sponsor the Benchmark 13th Annual Discovery One-on-One Investor Conference in NYC. The firm’s Alexander R. McClean participated in a panel discussion titled “Alternative Pathways to Success as a Public Company” along with Michael Jacobs, Head of Equity Capital Markets at Benchmark Company, Jay Yu, Executive Chairman and President of Nano Nuclear Energy Inc. (NASDAQ: NNE) and Jonathan Baliff, CFO Redwire Corporation (NYSE: RDW).
Team Service Event with Habitat for Humanity
We are honored to provide legal services to companies and organizations across New York State and nationwide. We pride ourselves on giving back to the communities we serve, through serving on a non-profit board or by volunteering. We joined the generous folks at Habitat for Humanity to help build a home for a family in Rochester, NY this fall, and all agreed that we are much better lawyers than builders!
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Holiday Ugly Sweater & Cookie Decorating Party
It’s not all contracts and compliance! HSE’s Securities & Capital Markets team took a night to keep the ugly sweater tradition alive this year while showing off their cookie decorating eating skills. Alex was not compliant with the contest rules, as all his cookies went directly into his mouth prior to the judging.
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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.