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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 Dec. 18, 2025, President Donald Trump signed the National Defense Authorization Act for Fiscal Year 2026 (NDAA) into law. The NDAA includes Section 8103, the Holding Foreign Insiders Accountable Act (HFIAA), which abolishes certain of the current exemptions for securities of foreign private issuers (FPIs) from compliance with certain provisions of the Securities Exchange Act of 1934 (Exchange Act).
Continue Reading Congress Abolishes Certain Exemptions for Foreign Private Issuers; Will Now Require Compliance with Section 16(a) Beneficial Ownership Reporting For Directors and Officers

On March 3, 2025, the Securities and Exchange Commission’s Division of Corporation Finance issued new guidance expanding the availability of confidential (nonpublic) review of draft registration statements (DRS).

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Continue Reading SEC Expands Confidential Review Process for Draft Registration Statements