News & Analysis as of

Securities Unregistered Securities

Jones & Keller, P.C.

Crypto and Securities Law: Lessons from SEC v. Coinbase

Jones & Keller, P.C. on

...A recent decision in an SEC enforcement action against Coinbase, the largest crypto-asset trading platform in the U.S., provides some long-awaited guidance on a topic that has been the subject of considerable debate in the...more

Seward & Kissel LLP

There Is Really Nothing I Can Add, Even If I ShapeShift

Seward & Kissel LLP on

As lawyer, I pride myself of my ability to wordsmith; like most lawyers, I cannot resist marking up a draft even if it is only just stylistic changes. But sometimes, there is just no way to improve on someone else’s words....more

Holland & Knight LLP

The Latest from the World of Ripple and Its (Ripple) Effects

Holland & Knight LLP on

The same day that the U.S. District Court for the Southern District of New York (SDNY) in SEC v. Ripple Labs, Inc. denied the SEC's request for an interlocutory appeal of the bombshell summary judgment ruling in the case, the...more

ArentFox Schiff

NFT Cat Fight: SEC Offensive Against NFTs Continues with Stoner Cats 2, LLC

ArentFox Schiff on

This public offering purportedly raised approximately $8.2 million from investors to finance Stoner Cats, an adult animated television show featuring house cats that gain sentience after exposure to their owner’s medical...more

Latham & Watkins LLP

SEC Targets NFTs as Securities for the First Time

Latham & Watkins LLP on

In its first enforcement action involving NFTs, the SEC focused on issuer marketing that promised outsized returns on investment and platform building. On August 28, 2023, the Securities and Exchange Commission (SEC) issued a...more

Holland & Knight LLP

SEC v. Ripple: When a Security Is Not a Security

Holland & Knight LLP on

In a monumental decision that will likely have substantial ramifications for crypto industry developers, securities practitioners, and millions of investors and token purchasers alike, on July 13, 2023, the U.S. District...more

Dorsey & Whitney LLP

Ripple and Howey

Dorsey & Whitney LLP on

The questions revolving around crypto assets typically begin with examining if a security is involved. The answer to that question is determined by applying the Howey test and frequently concluding that the asset is in fact a...more

Venable LLP

Layup or Airball? Court Holds NBA Top Shot NFTs May Be a Security in Friel v. Dapper Labs

Venable LLP on

The start of 2023 hasn’t gone much better for the blockchain and cryptocurrency industry than the end of 2022 did. In declining to dismiss a case alleging that non-fungible tokens (NFTs) called Moments are considered...more

Latham & Watkins LLP

SEC v. Ripple: Approaching Judgment Day

Latham & Watkins LLP on

While a conclusion to the much-hyped case may be approaching, market participants should be wary of doomsday prognostications. As a new year begins, the digital assets industry is still enduring a deep and widespread crypto...more

Kaufman & Canoles

Before Endorsing, Celebrities Should Know: Are Cryptocurrencies Securities?

Kaufman & Canoles on

Even before the collapse of Sam Bankman-Fried’s FTX empire, the Securities and Exchange Commission (SEC) was paying increasing attention to the market for cryptocurrencies. Back in June, the Chair of the SEC, Gary Gensler,...more

Sheppard Mullin Richter & Hampton LLP

NYAG Delivers on Promise to Rein In Unregistered Crypto Lending with New Suit

On September 26, 2022, New York Attorney General Letitia James (the “NYAG”) took definitive action in the wake of her warning last year that crypto lending platforms must register with her office or face legal action, filing...more

Katten Muchin Rosenman LLP

The SEC Remains in Search of and Is Looking for Finders

Much has been written on the topic of finders and arrangers of securities transactions, including when a person or entity acting as a finder (i.e., someone who merely makes an introduction) has crossed the line and engaged in...more

Sheppard Mullin Richter & Hampton LLP

Securities and Exchange Commission V. LBRY; Is Your Crypto Project Illegal?

While the crypto community is rightfully focused on the Ripple case to see how the SEC will fare in court on enforcements alleging cryptocurrency offerings are a security, a lesser-known case may provide clarity first. The...more

Patterson Belknap Webb & Tyler LLP

A Brief Overview of the SEC’s Guidance on Cryptocurrencies in the Context of the Commission’s Enforcement Action Against Ripple...

A key question for any company considering the issuance of cryptocurrency is whether that digital asset will be treated by regulators as a security, like BP stock, or a commodity, like Bitcoin.  In 2019, the Securities and...more

Sheppard Mullin Richter & Hampton LLP

NYAG’s Warning to Crypto Businesses Muddies Regulatory Waters

New York’s chief law enforcement agency recently squandered an opportunity to bring much needed guidance to the digital assets space. On October 18, the Office of New York Attorney General Letitia James (“NYAG”) issued a...more

Latham & Watkins LLP

Can Broker-Dealers HODL? SEC and FINRA Say Keep It Noncustodial for Now

Latham & Watkins LLP on

The regulators attempt to clarify their position on the possible custody of digital assets by broker-dealers, but questions remain. The SEC and FINRA recently released a joint staff statement (Joint Statement) addressing...more

Barnea Jaffa Lande & Co.

The Law of Facebook Is Not the Law of Small Companies

In June, two seemingly unrelated events took place: during the first week of June the SEC filed suit in federal court against the company Kik Interactive, which raised about 100 million dollars in the summer of 2017 through...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - April 2019

In this issue, we examine the release of the much-anticipated Strategic Hub for Innovation and Financial Technology (FinHub) guidance for analyzing how U.S. federal securities laws apply to initial coin offerings, the...more

Wilson Sonsini Goodrich & Rosati

The SEC Says Happy Thanksgiving to Token Issuers: What Airfox, Paragon, and a Joint Staff Statement Mean for the Crypto Markets

On the Friday before Thanksgiving, the Securities and Exchange Commission ("SEC") and its staff ("Staff") took a coordinated set of actions that should help further clarify its views on the application of the federal...more

Latham & Watkins LLP

A Path Forward for Consumer Tokens?

Latham & Watkins LLP on

SEC’s Hinman provides helpful guidance for analyzing digital assets under the US securities laws. William Hinman, Director of the US Securities and Exchange Commission (SEC) Division of Corporation Finance, provided...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Ever-Evolving Cryptocurrency Legal Landscape

The market for cryptocurrencies and the current wave of initial coin offerings (ICOs) that seek to raise capital for blockchain-based projects have enjoyed a swell of popularity in recent years. U.S. regulatory agencies and...more

Ervin Cohen & Jessup LLP

Why the Fuss About ICOs and Crypto Tokens? Sander Zagzebski discusses the issue in C-Suite Quarterly

Opinions vary wildly about cryptocurrency. Best friend of Bill Gates and legendary investor Warren Buffett says cryptocurrencies “will almost certainly end badly,” and notorious hedge fund manager and Argentina nemesis,...more

Goodwin

BitConnect and the Advent of State Securities Enforcement Over ICOs

Goodwin on

In the wake of the SEC’s clarifying guidance in Munchee regarding the application of the federal securities laws to initial coin offerings (“ICOs”), there has been increased activity among both federal and state regulators as...more

Jones Day

SEC's Investigative Report Raises Difficult Questions for ICO Issuers

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Against the backdrop of recent growth of initial coin or token offerings ("ICOs"), the U.S. Securities and Exchange Commission ("SEC"), on July 25, 2017, published its first public statements on this fundraising practice. The...more

Stinson - Corporate & Securities Law Blog

SEC Enforcement Actions for Failure to Report Sales of Unregistered Securities

On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more

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