Important Announcement
We are pleased to share that as of August 1, 2025, Braeden Anderson, the founder of Anderson P.C., has joined Gesmer Updegrove LLP as a Partner. Work currently performed by Anderson P.C. will be transitioning to Gesmer. This website will remain active as a curated archive for legal insights.
Gesmer Updegrove LLP, founded in 1986, is a nationally recognized law firm with a premier reputation for representing high-growth companies, innovative technology pioneers, and venture-backed startups. Together, we are enhancing our ability to provide comprehensive, end-to-end legal support to entrepreneurs, founders, investors, and scaling businesses across every stage of the corporate lifecycle. From formation, fundraising, and IP strategy to tax planning, M&A, securities compliance, enforcement defense, and strategic exits, our combined strengths now span the full spectrum of business law.
Thank you for following and supporting us on this journey. To learn more or to connect with Braeden or a member of the Gesmer team, please visit: www.gesmer.com or e-mail him at braeden.anderson@gesmer.com
SEC to Host Roundtable on the Order Protection Rule: Revisiting Two Decades of Reg NMS
The U.S. Securities and Exchange Commission will host a public roundtable on September 18, 2025 to examine the Order Protection Rule (Rule 611 of Regulation NMS), and its analogues in the listed options markets. The discussion will focus on the rule’s longstanding “trade-through” prohibitions, which require trading centers to establish reasonable policies and procedures designed to prevent trades from occurring at prices inferior to protected quotations, subject to a web of exceptions.
SEC Rule 206(4)-8: Enforcement Standard May Shift in the Atkins Era
The Securities and Exchange Commission’s recent leadership changes may signal a recalibration in the enforcement of Advisers Act Rule 206(4)-8, a cornerstone of the SEC’s oversight of investment advisers to pooled investment vehicles. With Chairman Paul Atkins returning to the agency, the Commission’s long-standing reliance on a negligence standard could soon be revisited.
The PWG Report on Digital Asset Markets
The PWG report and the SEC’s announcement of Project Crypto mark the most significant federal policy movement in digital assets to date. While the statements carry a strong political tone, the practical question for industry participants is whether these initiatives translate into binding rules and legislation. Until that occurs, regulatory uncertainty remains, but the trajectory toward a more structured framework is clearer than it has been in years.
Revisiting the SEC’s Attempted Expansion of the “Dealer” Definition
As some of you may remember, last year the SEC adopted Final Rules under Release No. 34-99477 significantly expanding the scope of who must register as a “dealer” or “government securities dealer” under the Exchange Act. Despite the magnitude of this change, many market participants have not revisited the issue since the rules were announced. With FINRA examinations already underway for new registrants, this is the right moment to put the expanded dealer definition back on the radar.
SEC Signals Zero Tolerance for Unregistered Broker Activity
In a string of January 2025 settlements, the Commission reaffirmed that transaction-based compensation remains the defining hallmark of broker-dealer status under Section 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”). Individuals and firms operating as “finders” in private placements, often under the mistaken belief that they fall into a regulatory gray zone, are finding themselves squarely within the SEC’s enforcement crosshairs.
Private Equity and Crypto in 401(k) Plans: What the New Executive Order Could Mean Under ERISA
An August 2025 Executive Order directs the Department of Labor (DOL), Treasury, and the SEC to “clear the path” for alternative assets—including private equity, private credit/real estate, and cryptocurrency—to be offered in participant-directed defined contribution plans (e.g., 401(k)s).
Backdating Stock Options: A Corporate Scandal Revisited
This article offers a comprehensive examination of the stock options backdating scandal—its mechanics, legal implications, regulatory response, and enduring impact—using illustrative case studies from Research In Motion, Broadcom, and other major players. But more importantly, it offers legal insights and guidance for companies, counsel, and compliance professionals who must navigate the complex intersection of compensation practices, financial reporting obligations, and securities law.
A Line in the Ledger: Federal Banking Agencies Issue Joint Statement on Crypto-Asset Safekeeping
On July 14, 2025, the OCC, Federal Reserve Board, and FDIC quietly issued a joint statement that may one day be remembered as a foundational moment in the formal convergence of traditional banking oversight and crypto infrastructure. The Statement on Crypto-Asset Safekeeping Risk Management sends a clear signal: if your institution intends to hold digital assets for clients, the expectations are not experimental — they are bank-grade.
FINRA Proposes Modernization of Rules Governing Member Firm Workplaces
On April 14, 2025, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 25-07, requesting comment on whether and how its rules, guidance, and processes governing the organization and supervision of member firm workplaces should be modernized to reflect significant shifts in industry operations. The comment deadline has been extended to July 14, 2025.
Treasury Postpones Effective Date of Investment Adviser AML Rule; Signals Broader Reassessment of Regulatory Framework
The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) announced today its intent to postpone the effective date of its final rule imposing anti-money laundering (“AML”) and countering the financing of terrorism (“CFT”) requirements on investment advisers (the “IA AML Rule”).
FINRA's $25K Rule Is on the Chopping Block: What a Lower PDT Threshold Could Mean for Retail Trading
The Financial Industry Regulatory Authority (FINRA) is reportedly preparing a seismic change to its pattern day trading (PDT) rule—a rule that, since 2001, has required investors to maintain a minimum $25,000 account balance to engage in more than three margin-based day trades in a rolling five-day period. Under a draft proposal is reportedly under internal review, that threshold may soon drop to just $2,000.
SEC Whistleblower Awards Slow Amid Record Denials and Heightened Scrutiny
The U.S. Securities and Exchange Commission’s (SEC) once-robust whistleblower program appears to be undergoing a shift. Recent data show a sharp decline in award approvals alongside a dramatic increase in denials, signaling that the Commission is elevating the bar for claimants and taking a more exacting approach to eligibility.
The WNBA Compensation Debate: Both Sides Have a Point — And That’s Exactly the Issue
There’s a knee-jerk reaction many people have when they hear that WNBA players want higher pay. They scoff. They quote profit margins. They cite low attendance numbers from five years ago. They say the league “loses money.” And for many years, that was true. The WNBA wasn’t a profitable enterprise — not by traditional P&L standards. But that’s not the full story. In fact, it’s not even the right metric anymore.
GENIUS Act Passes the House: A Defining Moment for U.S. Crypto Policy
Praised by SEC Chairman Paul S. Atkins in an official statement, the GENIUS Act reflects years of bipartisan effort to create a coherent legal framework for crypto asset innovation in the United States. The bill’s passage represents more than regulatory progress—it is a signal that U.S. policy is beginning to shift from enforcement-by-default to regulation-by-design.
SEC Investor Advocate Outlines FY2026 Objectives: Focus on Retail Protection, Disclosure Efficacy, and Private Market Risks
On June 25, 2025, the Securities and Exchange Commission’s Office of the Investor Advocate submitted its annual Report to Congress, outlining the Office’s key policy objectives and areas of focus for Fiscal Year 2026. As retail participation in the markets continues to rise, the Investor Advocate’s priorities reflect a broader regulatory shift toward more data-driven investor protection efforts, disclosure modernization, and a closer examination of opaque market structures—including risks tied to private market exposure in retirement accounts and China-based issuers operating through variable interest entities (VIEs).
SEC Extends Compliance Date for Daily Reserve Computation Requirements Under Rule 15c3-3
On June 25, 2025, the Securities and Exchange Commission announced an extension of the compliance deadline for broker-dealers subject to its December 2024 amendments to Rule 15c3-3—the Customer Protection Rule. The amendments require certain broker-dealers to compute reserve requirements daily rather than weekly. The new compliance deadline has been extended from December 31, 2025, to June 30, 2026, providing firms with six additional months to complete the transition.
SEC Releases Data on Broker-Dealers, M&A Activity, and Business Development Companies
On June 26, 2025, the SEC’s Division of Economic and Risk Analysis (DERA) published three detailed reports providing updated data and analysis on broker-dealers, mergers and acquisitions (M&A), and business development companies (BDCs). These reports are part of the agency’s ongoing effort to enhance transparency and provide market participants with relevant data to support regulatory and commercial decision-making.
Regulation A and the Role of Finders: A Fresh Look at an Old Dilemma
The SEC’s Small Business Capital Formation Advisory Committee will convene on July 22, 2025, to revisit two of the most important—yet perennially underdeveloped—components of the U.S. private capital markets: Regulation A and the regulatory treatment of “finders.” Both topics go to the heart of one of the SEC’s toughest policy challenges: how to responsibly expand capital access for small and emerging businesses without sacrificing investor protection.
New Frontiers, Old Rules: SEC Staff Outlines Disclosure Expectations for Crypto Asset ETPs
On July 1, 2025, the SEC’s Division of Corporation Finance issued a comprehensive staff statement clarifying its views on disclosure obligations under the federal securities laws for issuers of crypto asset exchange-traded products (ETPs). While the products themselves represent novel financial structures—trust-based vehicles holding spot crypto or derivatives—the statement emphasizes continuity in legal obligations: crypto ETP issuers must adhere to well-established disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934.
Tokenization Reality Check: Commissioner Peirce’s July 2025 Statement
For me and other experts who practice in this space, this was a bit of a "well duh" moment. But given the culminating momentum in the crypto space following the increasingly positive sentiment overall towards the digital assets industry, the Commission was right to make this clear. In a clear-eyed statement issued July 9, 2025, SEC Commissioner Hester M. Peirce addressed the increasing prevalence of tokenized securities, emphasizing that while the underlying technology may be novel, the applicable laws are not.