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 -

Conditional Optimism or Securities Fraud? Appellate Court Affirms Dismissal of Class Action against Biopharmaceutical Company;...

by Arnall Golden Gregory LLP on

On August 22, 2017, the United States Court of Appeals for the First Circuit (the “Court”) affirmed the dismissal of a securities fraud class action against Sarepta Therapeutics, Inc. (the “Company”), a biopharmaceutical...more

House Bill Aims To Encourage Public Offerings

by Fox Rothschild LLP on

In an effort to facilitate capital formation, the SEC's Division of Corporation Finance expanded its nonpublic review process to permit all companies to submit draft registration statements relating to an initial public...more

What Is A Foreign Registrant And Why Must They Translate Their Names?

by Allen Matkins on

Earlier this week, the Securities and Exchange Commission proposed amendments to Regulation S-K, and related rules and forms. According to the SEC, these are intended to modernize and simplify certain disclosure requirements...more

Investment Management Special Report - 2017-18 Compliance Developments & Calendar for Private Fund Advisers

Introduction - Despite an anticipated de-regulatory push, there are significant new regulatory concerns for investment advisers to address in connection with their annual review of their compliance manuals....more

Failure To Comply With Plan Technicality Causes US Securities Law Violation

by Dechert LLP on

Section 5 of the Securities Act of 1933 prohibits the sale of a security unless a registration statement is in effect. This prohibition on the sale of unregistered securities does not apply to exempt transactions. One such...more

Bipartisan Congressional Legislation Introduced Aimed at Increasing IPO Activity

On October 2, 2017, Congressmen Ted Budd (R-NC) and Gregory Meeks (D-NY) introduced a bipartisan bill, H.R. 3903, in the U.S. House of Representatives....more

U.S. Supreme Court Schedules Oral Argument In Case That Raises Issue Of Whether State Courts Have Jurisdiction Over Securities Act...

by Shearman & Sterling LLP on

The U.S. Supreme Court has scheduled oral argument on November 28, 2017 in Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, a case that is expected to resolve the issue of whether state courts continue to...more

Treasury Issues Plan to Streamline Capital Markets Regulation

Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more

September 2017: U.S. Supreme Court Holds That American Pipe “Tolling” Does Not Apply to Statute of Repose for Securities Act...

In California Public Employees’ Retirement System v. ANZ Securities, Inc., 137 S. Ct. 2042 (2017) (“CalPERS”), the Supreme Court resolved a longstanding circuit split by holding that the class action “tolling” principle set...more

SEC files its first enforcement action against alleged sponsors of initial coin offerings

by Allen & Overy LLP on

On September 29, 2017 the U.S. Securities and Exchange Commission (the SEC) filed a civil complaint in the U.S. District Court for the Eastern District of New York against the sponsors of two “initial coin offerings” (ICOs)...more

Second Circuit Affirms $800 Million Judgment Under Securities Act And Certain State "Blue Sky" Laws, Addressing A Variety Of...

by Shearman & Sterling LLP on

On September 28, 2017, the United States Court of Appeals for the Second Circuit affirmed a judgment, entered after a bench trial by Judge Denise Cote of the United States District Court for the Southern District of New York,...more

Texas District Court Rules on Damages Calculations in FDIC’s RMBS Suit Against Goldman Sachs and Deutsche Bank

On September 14, 2017, Judge Sam Sparks of the U.S. District Court for the Western District of Texas granted summary judgment in favor of defendants Goldman Sachs & Co. and Deutsche Bank Securities Inc. on certain aspects of...more

California Court Applies “Tracing” Requirement to ETF Shareholders Who Sue under Section 11

A California state court held that shareholders of exchange-traded funds (ETFs) have standing to sue under Section 11 of the Securities Act of 1933 (“1933 Act”) for an alleged prospectus misstatement only if they can trace...more

SEC to ICO Players: Our Game, Our Rules

On July 25, 2017, the U.S. Securities and Exchange Commission (the “SEC”) published an investigative report (the “Report”) cautioning market participants that the offer and sale of digital assets such as “coins” or “tokens,”...more

SEC's Chief Accountant Discusses Financial Reporting for Initial Coin Offerings

by Blank Rome LLP on

Corporate, M&A, and Securities - Action Item: The Securities and Exchange Commission’s (“Commission” or “SEC”) registration requirements apply to offers and sales of securities in the United States and include filing...more

Southern District Of New York Dismisses Exchange Act Claims Based On Exposure To Puerto Rican Bonds For Failure To Sufficiently...

by Shearman & Sterling LLP on

On September 5, 2017, Judge Richard M. Berman of the United States District Court for the Southern District of New York dismissed a putative class action against Ambac Financial Group, Inc. (“Ambac”), asserting claims under...more

This California Court Held That A Limited Partnership Is No Person

by Allen Matkins on

In preceding posts, I commented on the multifarious definitions of “person” in the Securities Act of 1933, the Exchange Act of 1934 and various laws within the California Corporations Code. As noted, the Corporations Code’s...more

Multifarious Meanings of “Person”

by Allen Matkins on

Last Friday, I observed that the definitions of “person” found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious. Section 18 of the Code,...more

Are Limited Liability Companies “Persons”?

by Allen Matkins on

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted, these acts did not mention...more

Funds Talk: September 2017 - SEC Investigation Warns Digital Assets May Be Subject to Securities Laws

On July 25, the SEC released an investigative report warning that “virtual” organizations’ offers and sales of digital assets may be subject to the requirements of the Securities Act of 1933 and the Securities Exchange Act of...more

Trying To Get Listed on NASDAQ By Marking-the-Close

by Dorsey & Whitney LLP on

The goal was to get the pink sheets traded firm listed on NASDAQ. A key requirement is that the share price be at or above $2.00 for ninety consecutive trading days. ...more

Lane Powell Assists Washington Legal Foundation with US Supreme Court Amicus Brief in Cyan Securities Class Action

On September 5, 2017, my colleague Kristin Beneski and I were honored to file a US Supreme Court amicus brief on behalf of the Washington Legal Foundation (“WLF”) in Cyan, Inc. v. Beaver County Employees Retirement Fund....more

Southern District Of New York Dismisses Securities Fraud Suit Against La Quinta Holdings, Inc., Finding No Adequately Alleged...

by Shearman & Sterling LLP on

On August 24, 2017, Judge Alison J. Nathan of the United States District Court for the Southern District of New York dismissed with prejudice a putative securities class action against hotel chain La Quinta Holdings, Inc....more

Duka Beats Fraud Charge in SEC Administrative Court

Barbara Duka was an employee of Standard & Poor’s Ratings Services. The SEC contended that Duka loosened S&P’s methodology for rating commercial mortgage-backed securities to help the company generate ratings business from...more

Class Action Roundup: Summer 2017

by Alston & Bird on

Welcome to our second Roundup of 2017, where we feature the cases litigated and settlements finalized during the second calendar quarter of the year. It was a very active quarter in almost all of the categories we monitor,...more

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Cybersecurity

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