Photo of Ron Llewellyn

Ron Llewellyn

Subscribe to Ron Llewellyn's Posts
Contact:Read more about Ron Llewellyn

The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and stockholder demands for books and records under DGCL Section 220.

Signed on March 25, 2025, these amendments…

Continue Reading Amendments to Delaware General Corporation Law expand safe harbor for controlling stockholder transactions and circumscribe books and records demand obligations

The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an issuer’s annual report on Form 10-K and proxy statement. In addition to the April 11, 2025 issuance…

Continue Reading Corp Fin releases new guidance on clawback disclosure requirements

On April 10, 2025, the staff of the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) issued a statement (Staff Statement) expressing its observations regarding certain disclosure requirements under the federal securities laws regarding the offering and registration of securities in the crypto asset markets.

The…

Continue Reading SEC staff observations on compliance with disclosure requirements in offerings and registrations of securities in the crypto asset markets

The Division of Corporation Finance at the US Securities and Exchange Commission (SEC) recently issued guidance regarding the application of federal securities laws to certain stablecoins.

While this guidance, released on April 4, 2025, expresses only the views of the staff of the Division of Corporation Finance and is not…

Continue Reading Redeemable, USD-linked stablecoins are not securities – latest SEC staff guidance

On March 12, 2025, the Securities and Exchange Commission (SEC) published updates to its Compliance and Disclosure Interpretations (C&DIs) related to exempt offerings under the Securities Act of 1933 (Securities Act). These changes include new guidance related to determining accredited investor status, clarifications for existing guidance, and the removal of…

Continue Reading SEC updates guidance regarding exempt offerings

On February 20, 2025, the Securities and Exchange Commission (SEC) announced the creation of the Cyber and Emerging Technologies Unit (CETU), which will focus on combatting cyber-related misconduct and protecting retail investors from bad actors in the emerging technologies space.

The CETU, which includes approximately 30 fraud specialists and attorneys…

Continue Reading SEC announces creation of Cyber and Emerging Technologies Unit

On February 11, 2025, Acting US Securities and Exchange Commission (SEC) Chairman and Commissioner Mark Uyeda announced that he has directed the SEC staff to notify the US Court of Appeals for the Eighth Circuit of the changed circumstances surrounding the SEC’s position on the climate disclosure rules. He has…

Continue Reading Acting SEC Chair Uyeda will seek pause in climate rules litigation

As anticipated, the Trump Administration and the Securities and Exchange Commission (SEC) have rolled out new plans for the regulation of digital assets.

Background

On January 23, 2025,  the Trump Administration issued an Executive Order to promote US leadership in digital assets and financial technology and to support the growth…

Continue Reading The Trump Administration and SEC announce new actions on crypto

As the 2025 proxy season approaches, it is important that public companies be aware of the changes to the proxy voting guidelines of Institutional Shareholder Services (ISS) and Glass Lewis. Late in the fourth quarter of 2024, both proxy advisory firms announced changes to their guidelines that will go into…

Continue Reading Proxy advisors issue voting guidelines for 2025