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 -

Chris Lazarini Examines State Court Jurisdiction Under the Securities Act of 1933

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini examined a case in which the defendants claimed a state court did not have jurisdiction to hear a class action lawsuit alleging violations of the Securities Act of 1933. The court...more

Foreign Private Issuer Calculation Date for Calendar Year-End Foreign Issuers is June 30, 2017

by Dorsey & Whitney LLP on

As a reminder to all foreign issuers that have a December 31 fiscal year end, the upcoming end of their second fiscal quarter, June 30, 2017, will be the calculation date for their status as a foreign private issuer (“FPI”)...more

United States Asks Supreme Court To Resolve Whether State Courts Have Jurisdiction Over Securities Act Claims, Arguing That State...

by Shearman & Sterling LLP on

On May 23, 2017, the Acting Solicitor General (“ASG”) filed a brief on behalf of the United States as amicus curiae urging the Supreme Court to grant the petition for a writ of certiorari in Cyan,Inc. v. Beaver County...more

Legislation Relating to Capital Formation

As the 115th United States Congress is currently in session, a number of bills designed to promote capital raising for companies have been introduced in both the House and the Senate. In the last two months, both the House...more

The SEC Adopts Inflation Adjustments and Other Technical Amendments Under the JOBS Act

On April 5, 2017, the Securities and Exchange Commission (SEC) announced the following rule amendments intended to help entrepreneurs and investors: Inflationary adjustments that increased the amount of money that can be...more

The International Comparative Legal Guide to: Lending & Secured Finance 2017

by K&L Gates LLP on

Innovations in financial technology (“fintech”) are transforming the provision of financial services to consumers and small businesses in ways that are at once profound and mundane. The nascent online lending – or...more

Who Does What: Broker Dealers | Registered Investment Advisers | Commodities/Futures Entities

by Fox Rothschild LLP on

At Fox Rothschild LLP, we have a wealth of experience in creating and forming broker-dealers, registered investment advisers, commodity entities and various hedge funds. Over the years, our strategy has been to work with our...more

Chris Lazarini Discusses Burden of Materiality under Section 11 and 12 of Securities Act

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed the class action suit brought against Party City alleging the company failed to disclose material facts in SEC documents when it did not discuss the impact the decline in...more

Technical Amendments Under the JOBS Act Result in Changes to Cover Pages of Many Securities Act and Exchange Act Forms

by White & Case LLP on

On March 31, 2017, the Securities and Exchange Commission ("SEC") made a number of technical amendments to existing rules and certain Securities Act of 1933 ("Securities Act") and Securities Exchange Act of 1934 ("Exchange...more

Compensation to Newsletter Writers Must Be Disclosed

by Dorsey & Whitney LLP on

On April 10, 2017, the SEC’s Division of Enforcement brought enforcement actions against 27 individuals and entities behind various alleged stock promotion schemes. These actions arose when public companies, through promoters...more

SEC Releases New Compliance and Disclosure Interpretations on Regulation Crowdfunding

by Fox Rothschild LLP on

On April 5, the Division of Corporate Finance of the Securities and Exchange Commission released two new compliance and disclosure interpretations (“C&DIs”) regarding Regulation Crowdfunding. Regulation Crowdfunding was...more

SEC Adopts Jobs Act Amendments

On April 5, the Securities and Exchange Commission (“SEC“) announced that it has adopted amendments to increase the amount of money companies can raise through crowdfunding to adjust for inflation. It also approved amendments...more

SEC to Require Hyperlinks to Exhibits in Registration Statements and Exchange Act Reports

by Baker Donelson on

The Securities and Exchange Commission (SEC) has adopted amendments to its rules and certain forms that will require registrants to include an active hyperlink to each filed exhibit as identified in the exhibit index of a...more

We Know What You Really Meant: Utah Court Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects...

A federal court in Utah recently held that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient conduct occurred...more

JOBS Act Related Technical Amendments

The Securities and Exchange Commission (the “SEC”) adopted technical amendments to conform several rules and forms to amendments made to the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934...more

SEC Requires Public Companies to Hyperlink Exhibits Beginning September 1, 2017

Public companies will soon be required to include an active hyperlink to each exhibit to all registration statements filed under the Securities Act of 1933, as amended, and all periodic and current reports filed under the...more

Briefs Filed in CalPERS v. ANZ Securities

On February 27, 2017, the California Public Employees’ Retirement System (“CalPERS”) filed its brief with the Supreme Court, requesting that the Court reverse the decision of the Second Circuit and abrogate the Second...more

SEC Adopts T+2 Settlement Cycle for Securities Transactions

On March 22, 2017, as previously anticipated by the market, the SEC adopted an amendment to Rule 15c6-1 under the Securities Exchange Act of 1934 to shorten the standard settlement cycle for most broker-dealer transactions...more

FINRA Proposes Changes to Private Placement Filer Form

On March 17, 2017, FINRA filed with the SEC proposed changes to the Private Placement Filer Form (“Filer Form”) that FINRA members must complete when submitting private placement filings under FINRA Rules 5122 or 5123. The...more

Corporate and Securities Alert: New SEC Rule Calls for Hyperlinks to All Exhibits Filed with Registration Statements and SEC...

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission on March 1, 2017, adopted rules requiring reporting companies to include in their 1933 Act registration statements and 1934 Act periodic and current reports and registration...more

Frequently Asked Questions About the SEC's New Rules Requiring Hyperlinked Exhibits in Exchange Act and Securities Act Filings

by Bracewell LLP on

On March 1, 2017, the Securities and Exchange Commission adopted changes to rules and forms that will require companies to provide hyperlinks to the exhibits listed in the exhibit index in most reports and registration...more

Regulation D Battlefield Heating Up as Acting Chairman Piwowar Suggests Doing Away with Concept of Accredited Investors

On the same day that President Trump signed an Executive Order instructing federal agencies to create task forces designed to identify regulations for potential elimination, Michael Piwowar, Acting-Chairman of the Securities...more

SEC Adopts Mandatory Exhibit Hyperlinks and HTML Format Rules

by Goodwin on

The Securities and Exchange Commission has adopted final rules that will require companies to include active hyperlinks to exhibits in most registration statements filed under the Securities Act of 1933 and most reports filed...more

Exhibit Hyperlinks and HTML Format

On March 1, 2017, the Securities and Exchange Commission (the “Commission”) adopted amendments that require that registrants that file registration statements under the Securities Act of 1933 (the “Securities Act”) and the...more

Securities and Structured Finance Litigation Update - March 2017

Continuing Circuit Split Puts “Tolling” of Statutes of Repose Back on U.S. Supreme Court’s Agenda. The U.S. Supreme Court is again set to weigh in on the reach of its decision in American Pipe & Construction Co. v. Utah, 414...more

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Cybersecurity

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