News & Analysis as of

Securities Act of 1933

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
DarrowEverett LLP

Private Placements in Florida Just Got Easier: Here’s How

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Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions...more

A&O Shearman

Southern District Of New York Grants In Part And Denies In Part Motion To Dismiss Claims In Securities Class Action Against...

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On January 27, 2025, Judge Jesse M. Furman of the United States District Court for the Southern District of New York partially granted a motion to dismiss a putative securities class action asserting claims under Sections...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

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The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Lowenstein Sandler LLP

SEC Charges Public Company with AI Washing

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On January 14, 2025, the U.S. Securities and Exchange Commission (SEC) charged Presto Automation Inc. (Presto) with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 for misleading artificial...more

A&O Shearman

The Ninth Circuit Affirms Dismissal Of Claims Against Hearing Aid Manufacturer Regarding Statements About Insurance Coverage

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On January 10, 2025, the United States Court of Appeals for the Ninth Circuit Court affirmed the dismissal of a putative securities class action brought by a pension plan alleging that a hearing aid manufacturer (the...more

Foley & Lardner LLP

SEC Actions in Review: What Officers and Directors Should Know for 2025

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As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more

Fenwick & West LLP

Looking Under the Hood of $TRUMP’s Legal Strategy

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On Friday, January 17, 2024, President Donald J. Trump announced the launch of the $TRUMP memecoin, which was organized and sold by CIC Digital, an affiliate of the Trump Organization. Within 60 hours, $TRUMP reportedly...more

Morrison & Foerster LLP

SEC Caps 2024 with Another Cyber Enforcement Action

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The SEC continues to leave its mark as a federal cybersecurity enforcer and closed out the year by charging another company with making misleading statements about a cybersecurity attack and failing to maintain cyber-related...more

Winstead PC

The Importance of Timely Filing a Form D

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On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against two private companies and one registered investment adviser (the “Parties”). These charges asserted that the Parties...more

Orrick, Herrington & Sutcliffe LLP

SEC sanctions broker-dealer for misleading bond sales

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On January 13, a broker-dealer agreed to pay over $40 million to settle SEC charges that it failed to properly supervise its employees in the sale of mortgage-backed bonds. According to the SEC order, the broker-dealer’s...more

Winstead PC

Trusts as Accredited Investors: Navigating Trusts and Private Market Investments

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Investments in private markets are rapidly becoming an essential part of a well-rounded investment portfolio, especially for ultra-high-net-worth individuals and families. According to Ernst & Young, the assets under...more

Buchalter

What The H-1B Modernization Rule Means For Employers And Employees

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The U.S. Department of Homeland Security (USDHS) published a final rule regarding significant changes to the H-1 B program in the Federal Register on December 17, 2024. This article examines these changes and ends with...more

Seward & Kissel LLP

SEC Brings Charges for Failure to File Form D Notice in Connection with Exempt Securities Offerings under Regulation D

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On December 20, 2024, the Securities and Exchange Commission (“SEC”) announced charges against two private companies and a registered investment advisor for failure to file a Form D in connection with exempt offerings under...more

Proskauer - Regulatory & Compliance

Digital Assets:  What to Expect from the Incoming Administration and Congress

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The Trump Administration and the new Republican-led Congress are expected to create a friendlier governmental approach to crypto assets. Among other things, key nominees to serve as senior administration officials are known...more

BCLP

SEC Enforcement Actions for Failure to File Form D: A Wake-up Call for Startups and Private Fund Advisers

BCLP on

On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) issued a press release highlighting settled enforcement actions against a private fund adviser and two pre-IPO companies for failure to timely file...more

Davis Wright Tremaine LLP

Samuels v. Lido DAO: A Potential New Frontier for Liability in the Cryptocurrency Space

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A recent order handed down by U.S. District Judge Vince Chhabria of the Northern District of California could be a new source of concern for digital asset entrepreneurs and the venture capital firms that invest in and support...more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Allen Matkins

Did The SEC Charge The Wrong Person With Failure To File Timely A Form D?

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I recently wrote about the Securities and Exchange Commission's announcement that it had settled "charges" against several entities for failing to file time Forms D.   One of the entities settling with the SEC is a registered...more

Morgan Lewis

Attorneys General Allege SEC Overreach in Digital Asset Regulation

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A complaint was recently filed by 18 state attorneys general and the DeFi Education Fund against the US Securities and Exchange Commission (SEC), alleging that the agency is exceeding its authority by attempting to regulate...more

Freiberger Haber LLP

Enforcement News: Cherry-Picking Scheme Back In The News

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Two weeks ago, this Blog wrote about an enforcement action involving an investment adviser’s former co-chief investment officer who had been charged with running a more than $600 million cherry-picking scheme (here). Today,...more

Allen Matkins

SEC Settles "Charges" For Failure To File Timely Form D

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Last week, the U.S. Securities and Exchange Commission announced that it had settled "charges" against two private companies and one registered investment adviser for failing to timely file Forms D for several unregistered...more

Cooley LLP

What I want for Christmas is…another Government shutdown? Not!

Cooley LLP on

But apparently there’s one looming—serious enough to cause Corp Fin to issue its now-standard shutdown announcement. The shutdown deadline is Friday night, and apparently there’s currently an impasse over farm aid. Corp Fin’s...more

Lowenstein Sandler LLP

Former CIO Indicted for $600M Fraud in Parallel DOJ, SEC Actions

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On November 25, 2024, the U.S. Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC, and collectively with DOJ, the Government) brought parallel criminal and civil enforcement actions against the...more

Pillsbury Winthrop Shaw Pittman LLP

Disclosure of Non-GAAP Financial Measures: Recent SEC Comments and Enforcement Actions

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The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures. Recent SEC enforcement actions for allegedly improper and misleading use of...more

Davis Wright Tremaine LLP

SEC Provides Much-Anticipated Guidance for the Publication of Quotations for Securities in the OTC Market

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On November 22, 2024, the Securities and Exchange Commission's ("SEC") Division of Trading and Markets issued a much-anticipated "no-action letter" ("2024 NAL") clarifying the application of amended Rule 15c2-11 under the...more

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