Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
On March 20, 2025, the SEC’s Staff of the Division of Corporation Finance (the “Division”) issued a statement providing its views that crypto mining activities (as defined in its statement) do not involve the offer and sale...more
Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more
The Securities and Exchange Commission issued notices of its intent to grant multiple share class exemptive relief for seven private business development companies (“BDCs”). The SEC issued a no-action letter that removes a...more
On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more
The Ontario Capital Markets Tribunal recently released its highly anticipated reasons for cease trading a shareholder rights plan adopted by Bitfarms Ltd. (Bitfarms) with a 15% trigger (15% Rights Plan). In Riot Platforms,...more
It was another active year in securities class actions, with appellate courts demonstrating renewed interest in secondary market misrepresentation claims. In one such decision from February 2024, Drywall Acoustic Lathing and...more
On April 29, 2024, the United States Court of Appeals for the Sixth Circuit affirmed the dismissal with prejudice of a putative class action asserting claims under the Sections 11, 12(a)(2), and 15 of the Securities Act of...more
The SEC’s new rules imposing a T + 1 settlement cycle for most securities transactions take effect on May 28, 2024. The previous default settlement cycle had been T + 2. For firm commitment offerings priced after 4:30 p.m....more
On Tuesday, February 6, 2024, the United States Securities and Exchange Commission promulgated final rules relating to changing the definition of dealer pursuant to the Securities Exchange Act of 1934. See SEC.gov | SEC...more
With the close of FINRA’s fiscal year comes the opportunity for broker-dealer firms to consider where regulators have focused their enforcement efforts and also what can be expected in the coming year. Fortunately, FINRA has...more
On December 23, 2023, BarnBridge DAO (“BarnBridge”) and its founders, Tayler Ward and Troy Murray, agreed to settle charges with the U.S. Securities and Exchange Commission (“SEC”). BarnBridge violated Sections5(a) and 5(c)...more
On December 6, 2023, Judge John G. Koeltl of the U.S. District Court for the Southern District of New York granted a motion to dismiss a putative securities class action brought against an operator of private schools in...more
Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions....more
In Kraft (Re), 2023 ONCMT 36 (“Kraft”), a recent decision of Ontario’s Capital Markets Tribunal (the “Tribunal”), the panel considered the meaning of the “necessary course of business” (“NCOB”) exception to the general...more
On November 2, 2023, the New York Appellate Division, First Department, held that the automatic discovery stay in the Private Securities Litigation Reform Act (“PSLRA”) applies to actions brought in New York state court...more
In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition...more
Aristotle cites the “tragelaph” (the mythical “goat-stag”) as an example of how a concept can have meaning without existing. A “security future” is the US financial system’s “goat-stag”: a concept packed with meaning but...more
The Ministerial Committee for Legislation has recently re-approved the draft amendment to the Israeli Companies Law. The aim of this amendment is to improve the corporate governance rules applicable to companies with no...more
The US District Court of the Southern District of New York has appeared to hand digital asset sellers their first victory, albeit partial, amidst a flurry of enforcement actions by the US Securities and Exchange Commission...more
On July 13, Judge Analisa Torres, district judge for the United States District Court for the Southern District of New York, issued a substantial order (the Order) on cross motions for summary judgment in the U.S. Securities...more
Arguments presented by Coinbase in its answer to SEC charges would, if accepted, potentially deprive the SEC of its most effective tool in regulating digital assets. The SEC alleges in a Complaint in SDNY that Coinbase...more
On May 19, 2023, Judge Victor Marrero of the United States District Court for the Southern District of New York granted a motion to dismiss a putative securities class action against a solar equipment manufacturing company...more
On April 5, 2023, the United States Court of Appeals for the Third Circuit affirmed a determination of the United States District Court for the District of Delaware that plaintiffs violated Rule 11 of the Federal Rules of...more
On March 31, 2023, Judge Ronnie Abrams of the United States District Court for the Southern District of New York dismissed a putative class action arising out of a SPAC transaction that resulted in a consignment-to-retail...more
Securities Act Rule 144 provides a “safe harbor” from the registration (but not the antifraud) provisions of the Securities Act of 1933, as amended (“Securities Act”), for resales of two types of securities: “restricted...more