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A&O Shearman

Ninth Circuit Holds That Complaint Sufficiently Alleged Company Was “Statutory Seller” Under Section 12(a)(2) Based On Social...

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On December 21, 2022, the United States Court of Appeals for the Ninth Circuit affirmed in part and denied in part the dismissal of a purported class action suit against a real estate property management company (the...more

Cozen O'Connor

BCSC Reaches First-Ever Settlement Agreements for Violation of Section 52(2) of the Securities Act

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In September 2021, the British Columbia Securities Commission (the BCSC) issued a Notice of Hearing against an investor relations (IR) firm called Stock Social Inc. (Stock Social), its sole director, and five of its clients...more

Morrison & Foerster LLP

Crypto Crackdown: SEC Busts “Textbook” Digital Ponzi Scheme

In the 1920s, a new form of investment fraud roared into the markets with the advent of the Ponzi scheme. Last week, the Securities and Exchange Commission (SEC) filed a complaint captioned SEC v. Okhotnikov et al. in the...more

Davies Ward Phillips & Vineberg LLP

If It Ain’t Broke… Comments on Draft Capital Markets Act

Davies has submitted a comprehensive comment letter on a new Capital Markets Act (CMA) proposed by the Ontario Ministry of Finance, on the recommendation of the Capital Markets Modernization Taskforce, to replace the Ontario...more

Morrison & Foerster LLP

Removing The Slack On Direct Listings: The Ninth Circuit Expands Standing In Favor Of Investors Who Bring Class Actions Related To...

Strict liability is the “strong medicine” that the federal securities laws impose for misleading statements made in connection with initial public offering documents. That strict liability regime attracts a steady stream of...more

Fenwick & West LLP

“Testing-the-Waters” for All

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On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as amended (Securities Act), to expand the “testing-the-waters” (TTW) accommodation —...more

Sheppard Mullin Richter & Hampton LLP

Gauging Interest: SEC Votes to Approve Proposal to Expand “Test-the-Waters” Rules

The Securities and Exchange Commission (“SEC”) announced on September 26, 2019 that it voted to adopt the application of “testing-the-waters” rules to all issuers who engage in raising capital in the public markets. This...more

Bass, Berry & Sims PLC

SEC Adopts New Rule to Allow All Issuers to "Test-the-Waters"

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On September 26, 2019, the SEC voted to adopt a new rule that extends a “test-the-waters” accommodation—currently a tool available only to emerging growth companies (EGCs)—to all issuers. The rule will become effective 60...more

Wilson Sonsini Goodrich & Rosati

SEC Extends "Test the Waters" to All Issuers

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts New Rule 163B to Permit “Test-the-Waters” Communications for All Issuers

On September 25, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B under the Securities Act of 1933 (Securities Act) to allow all issuers to engage in “test-the-waters” communications in connection with...more

Bass, Berry & Sims PLC

Chris Lazarini Discusses Tolling Principles Under Statutes of Limitation and Repose

Bass, Berry & Sims attorney Chris Lazarini discussed a case in which the plaintiffs sued Edward Jones alleging violations of various securities laws related to their investment in an annuity, which they had thought was joint...more

Akin Gump Strauss Hauer & Feld LLP

Increased SEC Enforcement Action and Litigation In the Cryptocurrency Space

As the U.S. Securities and Exchange Commission (SEC) stated previously, it is continuing to scrutinize and commence enforcement actions against companies, advisors and investors involved in the offering of cryptocurrencies...more

Stinson - Corporate & Securities Law Blog

SEC’s Proposed Rules for Expedited Settlement May Impact Long-Standing Exception for Firm Commitment Offerings

The SEC has agreed to propose rules that would shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (also known as T+3 settlement) to two business days after...more

Cooley LLP

Blog: Corp Fin Staff Issues New CDI Regarding Representations Required In Exxon Capital Exchanges

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Corp Fin has posted a new CDI regarding the use of Form S-4 in connection with so-called “Exxon Capital” exchanges. In an Exxon Capital exchange (Exxon Capital Holdings Corporation (April 13, 1988)), an issuer that has...more

Ballard Spahr LLP

Investment Management Update - October 2015

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Below is a summary of recent investment management developments that affect registered investment companies, private equity funds, hedge funds, investment advisers, and others in the investment management industry. Schwab...more

Stinson - Corporate & Securities Law Blog

States File First Brief in Regulation A+ Challenge

Montana and Massachusetts have filed their first brief in their Regulation A+ challenge. They are not happy because Tier 2 offerings under Regulation A+ preempt state review of the offering. Under the text of the rule Tier 2...more

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