News & Analysis as of

Securities and Exchange Commission (SEC) Blue Sky Laws

Proskauer Rose LLP

Proskauer's Hedge Start: What Key Exemptions Apply to Hedge Funds?

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We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more

Seward & Kissel LLP

Home is Where Your Server Is?

Seward & Kissel LLP on

On March 8, 2024, the U.S. Court of Appeals for the Second Circuit reversed and remanded a District Court decision that dismissed all claims by plaintiff crypto investors against Binance, an international electronic exchange...more

A&O Shearman

Second Circuit Affirms District Court’s Decision Determining That Term Loan Notes Were Not “Securities” Subject To Securities Laws...

A&O Shearman on

On August 24, 2023, the United States Court of Appeals for the Second Circuit affirmed a decision by the United States District Court for the Southern District of New York dismissing claims brought under state securities laws...more

Seward & Kissel LLP

Memo to Clients 2023 - Annual Reminders

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This Memorandum is intended to remind you of certain U.S. annual requirements that may be applicable to your business and is divided into five sections. All investment advisers (whether or not registered with the Securities...more

Jones & Keller, P.C.

Blue Sky Laws: Defending State-Level Securities Violations

Jones & Keller, P.C. on

Securities laws vary by state and typically require issuers to register their offerings and provide financial details of the deal and the entities involved.   Blue Sky laws are anti-fraud security statutes that can be...more

King & Spalding

Checklist for Non-U.S. Fund Managers Making a Private Fund Offering in the U.S.

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The United States represents a large source of potential capitalthat non-U.S. fund managers often find impossible to ignore. To assist non-U.S. fund managers, we have prepared a checklist that sets out key considerations for...more

Foley & Lardner LLP

The IPO Markets Are Changing, and so Is the Lock-up Agreement

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An initial public offering (IPO) is a crucial time in the life of a company and its stakeholders. Initial investors, employees, and executives can profit from the public listing, and the company can raise additional capital....more

Troutman Pepper

SEC’s New Exempt Offering Rules: Demo Days and Testing the Waters — All Glister No Gold?

Troutman Pepper on

Issuers will likely hesitate to use some of the new changes — including the new “demo days” and “testing-the-waters” communications — due to limitations on those activities under other laws, including the Investment Company...more

White & Case LLP

UK Schemes of Arrangement and US Securities Considerations

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In structuring a UK scheme of arrangement that involves the restructuring of existing securities and/or the offer of new securities, due consideration must be given to the relevant US securities laws and registration...more

Groom Law Group, Chartered

SEC Enforcement on Common and Collective Trusts Catches Many by Surprise

On October 1, 2020, the Securities and Exchange Commission (“SEC”) made substantial waves when it published a Cease and Desist Order (“Cease and Desist Order”) regarding the Great Plains Trust Company (“GPT”) that primarily...more

A&O Shearman

Southern District Of New York Holds Syndicated Term Loan Notes Sold To Buyers Are Not "Securities"

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On May 22, 2020, Judge Paul G. Gardephe of the United States District Court for the Southern District of New York dismissed a complaint asserting claims under state blue-sky laws as well as common-law claims against financial...more

Mintz - Employment Viewpoints

FINRA Fines Broker-Dealer for Sharing Customer Data with Third-Party Vendor

Kestra Investment Services LLC (“Kestra”) was fined $125,000 by FINRA for sharing personal customer data with a third-party vendor. Kestra had engaged the vendor to assist newly hired brokers with the transfer of customer...more

Hutchison PLLC

Financing Your Startup with Security: Securities Law Basics

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If your company plans to raise money by selling stock or convertible notes (also known as “securities”), then your company must comply with federal and state securities laws. If not, the company and its promoters could become...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A

The Securities and Exchange Commission (SEC) adopted final rules to allow reporting companies to rely on the Regulation A exemption to conduct securities offerings of up to $50 million in a 12-month period without Securities...more

Allen Matkins

When To Worry About Blue Sky Laws

Allen Matkins on

Recently, I came across a very helpful table on the SEC's website. The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements...more

Stinson - Corporate & Securities Law Blog

Dodd-Frank Rollback Requires Changes to Regulation A+ and Rule 701

The Economic Growth, Regulatory Relief, and Consumer Protection Act (S. 2155), which is primarily aimed at easing regulations on community banks, also contains provisions designed to facilitate capital formation. President...more

Proskauer Rose LLP

Broker-Dealer Beat - December 2017

Proskauer Rose LLP on

Unbundling research and execution costs for money managers subject to MiFID II means that US broker-dealers can expect to receive hard dollars or other separately identified payments for research, at least from EU managers....more

Ward and Smith, P.A.

FAQ: What Businesses Need to Know About Investment Crowdfunding

Ward and Smith, P.A. on

What is Crowdfunding? Crowdfunding is a marketing tool that businesses use to obtain capital from a large number of individuals, typically over the Internet....more

Pillsbury Winthrop Shaw Pittman LLP

Initial Coin Offerings (ICOs): The Current State of Play

The ICO boom in 2017 brings with it questions of jurisdiction and compliance, and a need for further guidance - The benefits of ICOs in raising capital, as well as in providing a marketing push for a new business model,...more

Allen Matkins

New Rule 147A And Amendments To Rule 147 Are Now Effective

Allen Matkins on

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A. See Will New Rule 147A Lead To A...more

Snell & Wilmer

Corporate Communicator - 2017 Annual Meeting Season

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Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Sheppard Mullin Richter & Hampton LLP

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

Stinson - Corporate & Securities Law Blog

U.S. House of Representatives Pass the Accelerating Access to Capital Act

Earlier today, the U.S. House of Representatives passed the Accelerating Access to Capital Act aimed at facilitating the formation of capital for U.S. small businesses. The measure is a package of three bills: H.R. 4850 –...more

Stinson - Corporate & Securities Law Blog

OTC Markets, Inc. Asks SEC To Open Regulation A+ to Reporting Issuers

On June 6, 2016, the OTC Markets Group Inc., the entity operating three major over-the-counter marketplaces (“OTC”), submitted a rulemaking petition to the SEC. The petition asked the SEC to amend Regulation A+ to allow...more

Pillsbury Winthrop Shaw Pittman LLP

When Attorneys General Attack: AGs’ Aggressive Investigation of Climate Change Disclosures, and Getting Your Insurer to Provide...

Who’s afraid of New York’s Martin Act? Right now, a lot of Wall Street and energy industry companies, that’s who. Why are they concerned about the Martin Act? Because it grants the New York State Office of the Attorney...more

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