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Win Rutherfurd

Win Rutherfurd advises public and pre-IPO companies on capital markets and corporate governance matters and compliance with securities laws. He represents issuers in a range of financing transactions, including equity and debt offerings, liability management, and private placements, including in the area of real estate investment trusts (REITs). Win advises clients on a wide variety of securities laws and governance matters, including drafting and reviewing annual, periodic and current reports and proxy statements, compliance with SEC/stock exchange rules and board meeting minutes, as well as with respect to day-to-day operational matters, including contract review, covenant compliance, internal restructurings, intercompany arrangements, and investor communications.

On March 3, 2025, the SEC’s Division of Corporation Finance issued new guidance expanding the availability of confidential review of draft registration statements (DRS). Originally, DRS was for foreign private issuers and later extended to emerging growth companies (EGCs) under the JOBS Act in 2012. In 2017, the SEC allowed all companies to use DRS for IPOs and initial listings. The 2025 guidance removes the “initial filing” limitation, allowing both private and public companies to submit DRS for confidential review.
Continue Reading SEC Expands Confidential Review Process for Draft Registration Statements