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 -
Orrick, Herrington & Sutcliffe LLP

SEC sanctions broker-dealer for misleading bond sales

Orrick, Herrington & Sutcliffe LLP on

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

Winstead PC on

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

Buchalter on

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

Proskauer - Regulatory & Compliance on

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

Davis Wright Tremaine LLP on

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

Snell & Wilmer on

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?

Allen Matkins on

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

Morgan Lewis on

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

Freiberger Haber LLP on

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

Allen Matkins on

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

Lowenstein Sandler LLP on

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

Pillsbury Winthrop Shaw Pittman LLP on

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

Davis Wright Tremaine LLP on

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

A&O Shearman

Southern District Of New York Dismisses Securities Act Claims As Untimely And Pares Claims In Putative Class Action Against...

A&O Shearman on

On November 4, 2024, Judge Denise L. Cote of the United States District Court for the Southern District of New York granted in part and denied in part a motion to dismiss a putative class action brought under Sections 10b-5...more

A&O Shearman

Ninth Circuit Affirms Dismissal Of Securities Class Action With Prejudice Against Enterprise Data Platform For Repeated Failure To...

A&O Shearman on

On November 19, 2024, the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative class action complaint alleging that a data management and analytics software company (the “Company”) and...more

BCLP

Artificial Intelligence Stays in the SEC's Cross-Hairs

BCLP on

As news stories about AI have surged, so have enforcement actions by the SEC alleging fraudulent statements about AI capabilities....more

A&O Shearman

Northern District Of Texas Dismisses Putative Securities Class Action For Failure To Establish Standing

A&O Shearman on

On October 24, 2024, Judge Jane J. Boyle of the United States District Court for the Northern District of Texas dismissed a putative securities class action alleging that a bond issuer (the “Company”) and certain of its...more

Cooley LLP

2025 Financial Staleness Calendar and Filing Guide

Cooley LLP on

As we approach the final months of 2024, many companies are looking toward 2025 for initial public offerings and other public financing transactions. Among the most commonly asked questions during capital markets transactions...more

Orrick, Herrington & Sutcliffe LLP

Crypto exchange files complaint against SEC for “de facto” rule

Orrick, Herrington & Sutcliffe LLP on

On October 8, a crypto exchange company filed a complaint against the SEC in the U.S. District Court for the Eastern Division of Texas, Tyler Division, seeking declaratory and injunctive relief to prevent the SEC from...more

Allen Matkins

Did The FBI Violate The Securities Laws By Directing The Creation Of A Crypto Asset That Was Offered And Sold To The Public?

Allen Matkins on

Professor Ann Lipton recently wrote about an ingenious scheme developed by the Federal Bureau of Investigation that has resulted in indictments of 18 individuals and entities for alleged fraud and manipulation in the crypto...more

Cooley LLP

Public Companies Update – September One-Minute Reads

Cooley LLP on

On August 20, 2024, the US Securities and Exchange Commission (SEC) announced that the fees public companies and other issuers pay to register their securities with the commission have increased from $147.60 per million...more

Carlton Fields

Up, Up, and Away for RILA Regulation: SEC Adopts Long-Awaited Framework

Carlton Fields on

On July 1, 2024, pursuant to congressional mandate, the SEC adopted a new registration framework for registered index-linked annuities (RILAs). In addition, the SEC has extended the ambit of this framework to include...more

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