News & Analysis as of

Securities Act of 1933 › Securities Exchange Act › Disclosure Requirements

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 -
Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Eversheds Sutherland (US) LLP

RILA revolution: SEC adopts tailored registration framework for RILAs and MVAs

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On July 1, 2024, the Securities and Exchange Commission (SEC) adopted rule and form amendments to provide a tailored registration framework for registered index-linked annuities (RILAs) and registered market value adjustment...more

Morgan Lewis

Current Developments in SEC Enforcement for Public Companies 2024

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The US Securities and Exchange Commission (SEC) continued its significant focus on public companies in 2023 with its enforcement and rulemaking programs, and this heightened level of attention will continue throughout 2024....more

Husch Blackwell LLP

SEC Adopts Final Climate-Related Disclosure Rules

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On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2024

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

Katten Muchin Rosenman LLP

SEC’s ESG Task Force Racks Up Another Win — Dam Collapse Becomes $55 Million Securities Fraud

Katten Muchin Rosenman LLP on

The Securities and Exchange Commission’s (SEC) Climate and ESG Task Force has scored another victory quickly on the heels of its recent settlement with Activision. On March 28, the SEC announced a settlement with the publicly...more

Cozen O'Connor

SEC Adopts Amendments to Affirmative Defense to Insider Trading and Related Matters

Cozen O'Connor on

On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 (Rule 10b5-1) under the Securities Exchange Act of 1934, as amended (Exchange Act) that provides an affirmative defense to...more

Whitman Legal Solutions, LLC

Selling Real Estate Securities: Promoter Compensation (and why Kim Kardashian is paying a $1.26 million settlement to the SEC)

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On September 30, 2022, the SEC charged Jonathan William Mikula and five other individuals with securities fraud for promoting securities without disclosing their compensation. The issuers of those securities also were charged...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

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On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Baker Donelson

FAQ: The SEC's Proposed Rule on the Enhancement and Standardization of Climate Related-Disclosures

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On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) released its much-anticipated proposed rule titled "The Enhancement and Standardization of Climate-Related Disclosures for Investors." The proposed enhanced...more

A&O Shearman

Northern District Of California Grants Motion To Dismiss With Prejudice Securities Act Claims Against Technology Company, Holding...

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On December 14, 2021, Judge Beth Labson Freeman of the Northern District of California granted a motion to dismiss claims brought under Sections 11 and 15 of the Securities Act of 1933 (“the Securities Act”) against a...more

Kelley Drye & Warren LLP

Minding the Gaps: SEC’s Sample Letter Provides Valuable Guidance Into Relevant Climate Change Disclosures

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On September 22, 2021, the Securities and Exchange Commission’s (the “SEC’s” or the “Commission’s”) Division of Corporation Finance issued new climate change guidance. The guidance consists of a sample letter outlining...more

Hinshaw & Culbertson - Privacy, Cyber & AI...

Public Companies Must Accurately Disclose Material Cyber Breaches to Investors

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On August 16, 2021, the Securities and Exchange Commission (SEC) announced a $1 million settlement with Pearson plc (Pearson) in connection with a 2018 "cyber intrusion" that resulted in the theft of millions of student...more

Pillsbury Winthrop Shaw Pittman LLP

U.S. Capital Markets Regulations Affecting U.S. Companies

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Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

Proskauer - The Capital Commitment

Regulatory Crackdown on Ransomware

Proskauer - The Capital Commitment on

Ransomware is a Serious and Growing Problem - In recent years, Ransomware has evolved from merely encrypting files/disabling networks in solicitation of ransom, to sophisticated attacks that often involve actual data...more

Hogan Lovells

Principles matter: SEC amends disclosure rules for business, legal proceedings, and risk factors

Hogan Lovells on

On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act...more

Morrison & Foerster LLP

U.S. SEC Staff Issues Guidance Regarding On-Going Exchange Act Reporting And Registered Securities Offerings In Light Of COVID-19

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On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more

Latham & Watkins LLP

FAQs: SEC Filing Deadline Relief for COVID-19

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On March 25, 2020, the Securities and Exchange Commission (SEC) issued an order (the March 25 Order) that extended its prior order granting relief from SEC key filing deadlines. The March 25 Order now covers filings due on...more

Cooley LLP

Blog: SEC charges company for failure to disclose material trends

Cooley LLP on

The SEC has just settled an action against Diageo PLC, a producer of liquor, wine and beer, for failure to disclose known trends and uncertainties. Diageo’s omission resulted in materially misleading disclosures regarding...more

Morrison & Foerster LLP

Year In Review: 2019 Developments With The SEC’s Division Of Corporation Finance

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During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more

Baker Donelson

Silence is Not Always Golden: Recent Pharmaceutical Company Settlement with SEC Illustrates Various Risks Related to Disclosure...

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Overview - Publicly-traded companies that operate in highly regulated industries, such as in the health care sphere, often face difficult decisions about what information (if any) they should disclose to investors and...more

Sheppard Mullin Richter & Hampton LLP

SEC Looks to Modernize Disclosure Approach

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On August 8, 2019, the Securities and Exchange Commission (the “SEC”) announced that it voted to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that public...more

King & Spalding

SEC Chairman Calls for Legal Bulletin on EMMA Disclosures

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Is information posted on EMMA subject to greater scrutiny under the antifraud provisions of the federal securities laws than when posted only on an issuer’s website?...more

A&O Shearman

Fifth Circuit Affirms Dismissal Of Putative Class Action, Holding That Grant Of Employee Stock Option Did Not Constitute A Sale,...

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On May 24, 2019, the United States Court of Appeals for the Fifth Circuit affirmed in a unanimous decision the dismissal of a putative securities class action against a major financial services company and several of its...more

Perkins Coie

SEC’s FAST Act Disclosure Simplification Amendments Effective May 2

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The Securities and Exchange Commission (SEC) recently adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related SEC rules and forms under the Securities Act of 1933, as...more

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