News & Analysis as of

Institutional Investors Securities Regulation

Morrison & Foerster LLP

FINRA Proposes to Modify its Communications with the Public Rule to Allow More Parties to Receive Projections and Targeted Returns

In November of 2023, FINRA made an initial rule filing with the Securities and Exchange Commission (SEC) pursuant to Exchange Act Rule 19b-4, seeking to amend FINRA Rule 2210 – Communications with the Public (the...more

BCLP

Private Placement Investors Caught in Section 16(B) Web Because Coordinated Actions Created Potential for Inference of 13(D)...

BCLP on

A judge in the Southern District Court of New York recently denied a motion to dismiss filed by institutional investors in Augenbaum v. Anson Investments Master Fund LP, et al., finding that their coordinated behavior in a...more

Proskauer - Regulatory & Compliance

FINRA Proposes to Amend Rule 2210 to Permit Projected Performance and Targeted Returns in Institutional Communications

On November 13, 2023, FINRA filed with the SEC a proposal to amendment to Rule 2210 that would create a tailored exception from the general prohibition on projections in marketing materials and other communications with...more

White & Case LLP

SEC Adopts Rule Amendments to Modernize Beneficial Ownership Reporting

White & Case LLP on

On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more

Nossaman LLP

SEC Adopts New Rules to Better Protect Institutional Investors in Private Funds

Nossaman LLP on

On August 23, 2023, the U.S. Securities and Exchange Commission (SEC) voted 3-2 to approve 660 pages of new rules and amendments modifying the Investment Advisers Act of 1940 (Advisers Act). The new rules represent some of...more

Latham & Watkins LLP

SEC v. Ripple: A Tale of Two Token Transaction Types

Latham & Watkins LLP on

A bifurcated decision in a highly anticipated digital assets enforcement action may not provide the clarity that market participants want or need. On July 13, 2023, Judge Analisa Torres of the US District Court for the...more

Farrell Fritz, P.C.

Parting the Crypto Sea: Ripple’s XRP Ruled to be a Security When Sold to Private Investors, But Not When Sold on an Exchange

Farrell Fritz, P.C. on

Judge Analisa Torres’ greatly anticipated Order in the SEC’s lawsuit against Ripple is a split decision.  The Order basically finds that Ripple’s digital token XRP is a security when sold privately to individuals and...more

BakerHostetler

Ripple Decision Makes Waves Finding Some XRP Sales Not Securities

BakerHostetler on

On July 13, 2023, the U.S. District Court for the Southern District of New York issued its highly anticipated summary judgment decision in the U.S. Securities and Exchange Commission’s (SEC) action against Ripple Labs, Inc....more

Latham & Watkins LLP

The Latham Global IPO Guide - 2023 Edition

Latham & Watkins LLP on

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Orrick, Herrington & Sutcliffe LLP

ESG Litigation and Regulatory Enforcement Actions: Positioning Your Company to Avoid What’s Coming

In the early days, most company Environmental, Social, and Governance (ESG) programs were more akin to Corporate Social Responsibility, with companies publicly highlighting initiatives that benefit their communities. They...more

Goodwin

SEC’s Proposals to Modernize Beneficial Ownership Reporting May Complicate Enforcement of REIT Charter Ownership Limitations

Goodwin on

On February 10, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments designed to modernize the rules governing beneficial ownership reporting. Section 13 of the Securities Exchange Act of 1934, as...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Short Sale Disclosure Rules

On February 25, 2022, the U.S. Securities and Exchange Commission (SEC) announced that it unanimously voted to approve proposed changes requiring certain institutional investment managers (managers) to report short...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes New Rules Aimed at Increasing Short Sale Transparency

On Feb. 25, 2022, the Securities and Exchange Commission (SEC) proposed several new rules with the goal of increasing transparency around short selling. Rule 13f-2 would require institutional investment managers (Managers)...more

Morgan Lewis

SEC Proposes Amendments to Beneficial Ownership Reporting Rules

Morgan Lewis on

The US Securities and Exchange Commission proposed amendments on February 10 with respect to reporting beneficial ownership on Schedules 13D and 13G that, if adopted as proposed, would significantly shorten the period for...more

Cadwalader, Wickersham & Taft LLP

European Regulators Publish Joint Opinion on the Jurisdictional Scope of the EU Securitisation Regulation

Background - On 26 March 2021, the European Supervisory Authorities (the “ESAs”) published a Joint Opinion (the “Opinion”) on the jurisdictional scope of the obligations of the non-EU parties to securitisations under the...more

Jones Day

Boosting Blockchain: Germany to Introduce Electronic Securities

Jones Day on

The Situation: The requirement for a paper-based note for issuing securities under the German law has been an obstacle for the use of security tokens in Germany. With the release of a draft bill (the "Bill") permitting the...more

Orrick, Herrington & Sutcliffe LLP

SEC Committee Makes Recommendations On Municipal Securities Disclosure Practices

On February 10, 2020, an SEC advisory committee called the Fixed Income Market Structure Advisory Committee (FIMSAC) met and adopted a series of recommendations on the topic “Timeliness of Financial Disclosures in the...more

Dechert LLP

SEC Proposes Amendments to the Advertising and Solicitation Rules

Dechert LLP on

The U.S. Securities and Exchange Commission has proposed amendments to Rule 206(4)-1 – Advertisements by Investment Advisers (Current Advertising Rule) and Rule 206(4)-3 – Cash Payments for Client Solicitations (Current...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Enters Election Year Focused on Key Initiatives

As Chairman Jay Clayton’s tenure at the Securities and Exchange Commission (SEC) likely enters its final year — regardless of the outcome of the next presidential election — the SEC remains focused on priorities such as...more

Foley Hoag LLP - Public Companies & the Law

Highlights of the Recent SEC Proposal to Update the Accredited Investor Definition

The holidays came early in Washington, as on December 18, 2019, the Securities and Exchange Commission (SEC) gave investors the gift of a proposal to expand the definitions of “accredited investor” and “qualified...more

Cohen & Gresser LLP

The SEC Proposes Amendments to the Accredited Investor Definition

Cohen & Gresser LLP on

On December 18, 2019, the SEC proposed amendments to its definition of “accredited investor” to add new categories of qualifying natural persons and entities able to participate in certain exempt offerings without specific...more

Dorsey & Whitney LLP

SEC Proposes Expansion of the Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

Dorsey & Whitney LLP on

At the Securities and Exchange Commission’s (the “Commission”) open meeting on December 18, 2019, the Commissioners approved proposed amendments to the definition of “accredited investor” under Regulation D under the United...more

Mayer Brown Free Writings + Perspectives

SEC Small Entity Compliance Guide on Testing the Waters

The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule...more

Mayer Brown Free Writings + Perspectives

Testing the Waters for All – New Rule 163B Expands TTW to All Issuers: First Analysis

In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by...more

Skadden, Arps, Slate, Meagher & Flom LLP

Neuberger Berman Alleges Saba Capital Violating 1940 Act To Win Proxy Fights; Saba Investors on Notice, Should Consider Own Duties

As recently noted, Saba Capital Management, L.P. (Saba) has begun to escalate its attacks on the closed-end fund asset class, at the expense of retail fund shareholders.1 Saba continues its offensive against closed-end funds,...more

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