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 -

Get Ready for Mandatory SEC Exhibit Hyperlinks Beginning September 1

by Perkins Coie on

The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017. This update summarizes the final rules, answers the top...more

Blog: Corp Fin supplements information regarding expanded process for confidential filing of IPO registration statements

by Cooley LLP on

On August 17, 2017, the SEC supplemented the information in its June 29 announcement regarding its expanded draft registration statement processing procedures, which allowed companies that were not emerging growth companies...more

SEC Adopts Exhibit Hyperlink Requirement

by Holland & Knight LLP on

•The U.S. Securities and Exchange Commission has adopted amendments (final rules) that will require registrants to include hyperlinks to exhibits. •The final rules apply to certain periodic reports under the Securities...more

SDNY Judge Adheres To Prior Ruling That Discovery Rule Applies To Securities Act Statute Of Limitations

by Shearman & Sterling LLP on

On July 28, 2017, Judge Victor Marrero of the United States District Court of the Southern District of New York denied a motion for reconsideration of an earlier decision declining to dismiss as untimely a putative class...more

SEC Confirms Certain ICOs Are Securities Offerings; Regulators Renew Focus on Cryptocurrencies

by WilmerHale on

What Is an ICO? An ICO, or initial coin offering, is the sale of virtual coins or tokens, often as a means of capital raising by startup companies that are involved in blockchain technology. Depending on the terms of the...more

SEC's Investigative Report Raises Difficult Questions for ICO Issuers

by Jones Day on

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

DAO and the Art of Securities Regulation: SEC Clarifies that Digital Tokens May Be “Securities”

by K&L Gates LLP on

The rapid rise of distributed ledger technology and the spate of recent initial coin offerings (“ICOs”) have focused attention on whether, and in what circumstances, virtual currencies and digital tokens may be securities...more

SEC Charges Cancer Fighting – Now Restaurant Firms With Fraud

by Dorsey & Whitney LLP on

The Commission filed another in what has become a stream of offering fraud actions. This case sought to halt an offering – the last investor funds were deposited June 30, 2017 — in which investors were promised their funds...more

SEC Settles Another AML Action

by Dorsey & Whitney LLP on

The Commission has increasingly focused on anti-money laundering compliance and the filing of SARs. See, e.g., SEC v. Alpine Securities Corp., No. 1:17-cv-04179 (S.D.N.Y. Filed June 5, 2017). Earlier this year the agency...more

SEC Finds ICOs May Be Subject to Registration Requirements

by Bryan Cave on

Initial Coin Offerings (ICOs) and other digital currency financing events have enjoyed explosive growth in 2017, with hundreds of millions of dollars invested with little to no regulation or government oversight. That era...more

Goodwin Alert: SEC Issues Long-Awaited Guidance

by Goodwin on

The Securities and Exchange Commission (SEC) announced on Tuesday, July 25, 2017, that Initial Coin Offerings (ICOs) and other market participants offering digital assets by “virtual” organizations may be subject to the...more

SEC: Certain Initial Coin Offerings Are Securities Offerings

by Latham & Watkins LLP on

SEC’s investigative report sends clear message that virtual transactions using innovative technologies are subject to the application of securities laws. Introduction - On July 25, 2017, the US Securities and Exchange...more

Is the Party Over? SEC Concludes Cryptocurrency Offering Required Registration

In an investigative report and investor bulletin, the SEC concludes that offers and sales of cryptocurrency coins and tokens may be subject to federal securities laws....more

SEC Determines That Certain Virtual Tokens Are Securities

On July 26, 2017, the Securities and Exchange Commission (SEC) issued an investigative report concluding that certain tokens (or coins) offered and sold by The DAO, a virtual organization, were securities under the Securities...more

SEC Settles Offering Fraud Tied to Cellphone App

by Dorsey & Whitney LLP on

The focus of SEC enforcement has not changed under a new Chairman if recent cases are any indication – at least for now. For example, offering fraud actions have been a key focus of Enforcement for years....more

Reminder: SEC Exhibit Hyperlink and HTML Format Rules Become Effective September 1

by Goodwin on

Beginning September 1, 2017, rules adopted in March 2017 by the Securities and Exchange Commission (SEC) will require companies to include active hyperlinks to exhibits in most reports filed with the SEC under the Securities...more

SCOTUS Update: Environmental and Administrative Law Cases Decided in 2017

The 2016 Term of the U.S. Supreme Court was fairly quiet, perhaps reflecting the fact that with only eight members, the Court needed a working consensus to handle its docket. The Court handed down seventy rulings, but only a...more

Stock Transfer Restrictions Should Be Conspicuously Noted, Delaware Chancery Court Opinion Reminds Issuers

by Dorsey & Whitney LLP on

In Henry v. Phixios Holdings, Inc., C.A. No. 12504-VCMR,the Delaware Court of Chancery held that pursuant to Section 202 of the General Corporation Law, in order for a stockholder to be bound by stock transfer restrictions...more

2nd Circuit Weighs in on Certifying Classes Involving Foreign Securities

by Burr & Forman on

In In re Petrobras Securities Litigation, the Second Circuit Court of Appeals recently issued an opinion regarding the standards for certifying a class involving foreign securities. Petrobras is a multinational Brazilian gas...more

SEC to Allow Issuers to File Draft Initial Registration Statements on a Nonpublic Basis

On June 29, 2017, the Securities and Exchange Commission (“SEC“) announced that it would begin to allow issuers to file draft initial registration statements under the Securities Act of 1933 (the “Securities Act“) on a...more

SEC Charges Boiler Room Operators With Fraud

by Dorsey & Whitney LLP on

Since the price of oil declined from its once lofty numbers the oil industry has suffered. Yet those engaged in offerings securities supposedly to fund oil firms do not seem to have been impacted....more

SEC Expands Confidential Review Process for Draft Registration Statements

by Cozen O'Connor on

On June 29, 2017, the Securities and Exchange Commission (SEC) announced that, beginning July 10, 2017, the SEC Division of Corporation Finance will permit all issuers to confidentially submit draft registration statements...more

SEC Staff Expands Confidential Review Procedures for Registration Statements under the Securities Act and Exchange Act

by K&L Gates LLP on

On June 29, 2017, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC Staff”) issued an announcement (the “Announcement”) expanding its confidential review process in several areas,...more

Supreme Court to Determine whether State Courts Have Jurisdiction to Adjudicate Covered Class Actions under the Securities Act of...

by BakerHostetler on

On June 27, 2017, the Supreme Court granted certiorari in Cyan Inc. v. Beaver County Employees Retirement Fund,[1] to decide whether the Securities Litigation Reform Act of 1998 (SLUSA) bars plaintiffs from filing any covered...more

SCOTUS Upholds Strict Statute of Repose on Federal Section 11 Securities Claims

by Perkins Coie on

In a 5-4 decision in California Public Employees’ Retirement System (CalPERS) v. ANZ Securities, Inc., et al. (No. 16-373), 582 U.S. ___ (2017), the U.S. Supreme Court upheld, at the end of last month, a U.S. Court of Appeals...more

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Cybersecurity

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