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 -
News & Analysis as of

Must the "Maker" of a False Statement have "Ultimate Authority" over that Statement to be Subject to Liability for Securities...

This case involved a civil enforcement action by the Securities and Exchange Commission (SEC) against certain public relations companies and their principals, alleging violations of—among other things—Section 17(a) of the...more

Nomura Found Liable in RMBS Trial

On May 11, 2015, Judge Denise Cote of the United States District Court for the Southern District of New York found Nomura Holdings Inc. liable for inaccurately characterizing the mortgage loan collateral backing seven RMBS...more

SEC Files Another Market Crisis Case

The market crisis of the last decade seems to have a never ending dribble of cases. The SEC filed another this week, naming four former officers of Wilmington Trust Company as defendants. SEC v. Gibson (D.Del. Filed May 6,...more

JOBS Act Update: SEC Adopts Reg. A+ Rules

On March 25, 2015, the Securities and Exchange Commission (SEC) voted to adopt groundbreaking rules implementing Section 3(b)(2) of the Securities Act of 1933 (the Securities Act), as mandated by Title IV of the JOBS Act...more

Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material...more

Corporate Investigations & White Collar Defense - April 2015

It’s Stifling in Here! SEC Rules That Companies Can’t Put Restrictive Language in Confidentiality Agreements That Could Potentially Stifle Whistleblowers - Why it matters: On April 1, 2015, the SEC announced its...more

Three Top Considerations After Omnicare

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U. S. ____ (2015), the Supreme Court clarified issuer liability under §11 of the Securities Act. Section 11 provides that issuers are...more

SEC Files Offering Fraud and Ponzi Scheme Cases

A staple of SEC enforcement in recent years has been offering fraud and Ponzi scheme cases. This week the Commission filed two more of these actions, one an offering fraud targeting military personnel and a second and...more

Going from A to A+: SEC Approves Amendments to Regulation A

On March 25, 2015, the U.S. Securities and Exchange Commission unanimously adopted final rules to amend Regulation A, as mandated by Title IV of the Jumpstart Our Business Startups Act (JOBS Act). Whereas the existing...more

SEC Files Offering Fraud Action

The Commission filed another offering fraud action tied to the sale of interests in the development of oil and gas wells prior to the recent downturn in the price of oil. Beginning in 2010 the defendants raised about $4.4...more

Newsletter: March 2015

In This Issue: - Main Article: .. Inter Partes Review and the ITC: The Benefits and Risks of Filing IPR on Patents Asserted in an ITC Investigation - Noted With Interest: .. Securities Act Claims...more

SEC Files Fraud Action Tied To Sale of Cellular Licensing

The sale of spectrum to operate cell phones can yield millions of dollars in profits. This notion was at the center of an action brought by the SEC against six individuals and eleven entities. Investors who purchased...more

SEC Adopts Regulation A+ Rules

As amended, Regulation A now provides an exemption from registration for certain issuers offering up to US$50 million of securities in a 12-month period. On March 25, 2015, the Securities and Exchange Commission (SEC)...more

Peer-to-Peer Lending Platforms: Securities Law Considerations

Peer-to-peer lending platforms, as their name suggests, allow borrowers to use a web-based platform to borrow money funded by other platform users rather than using the more traditional route of borrowing directly from a bank...more

United States Supreme Court Resolves Circuit Split Regarding Section 11 Claims Predicated Upon Allegedly Misleading Statements of...

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (U.S. Mar. 24, 2015), the United States Supreme Court addressed the circumstances under which a claim alleging...more

Securities Act Claims Limitations Clarified

Ruling in favor of Quinn Emanuel client the Federal Housing Finance Agency, Judge Denise Cote of the Southern District of New York recently shed new light on how courts should apply the statute of limitations to claims...more

Omnicare and the "Reasonable Investor" Standard for Statements of Opinion

On March 24, 2015, the U.S. Supreme Court unanimously decided the closely followed case of Omnicare v. Laborers District Council Construction Industry Pension Fund concerning liability for false statements of opinion made in...more

In Omnicare, Supreme Court Draws Distinction Between Factual Misstatements and Factual Omissions in Setting Standards for...

On March 24, the U.S. Supreme Court handed down its landmark decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The Court vacated the U.S. Court of Appeals for the Sixth Circuit’s...more

Crowdfunding: What It Is and What It Isn’t

THIS OUTLINE is intended to flag a number of things about Crowdfunding that counsel should consider and in guiding entrepreneurial clients and small issuers with this developing capital formation exemption from the...more

Court Dismisses FDIC’s Amended Complaint for Untimeliness

On March 24, Judge Laura Taylor Swain of the United States District Court for the Southern District of New York granted Defendants’ motion to dismiss an action filed by the FDIC, as receiver for two failed banks, related to...more

The US Supreme Court Clarifies When Issuers May Be Liable for Opinions Under the Securities Act: Omnicare, Inc. v. Laborers Dist....

The US Supreme Court’s decision in Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, Slip op., No. 13-435 (Mar. 24, 2015), held that issuers may sometimes be liable under Section 11 of the Securities Act...more

U.S. Supreme Court’s Omnicare Decision Examines Liability in Statements of Opinion

The United States Supreme Court in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., clarified standards for liability that a company issuing securities may face through...more

Supreme Court’s Omnicare Decision Muddies Section 11 Opinion Liability Standards

The Supreme Court has a long history of rejecting expansive interpretations of implied private rights of action under Section 10(b) of the Securities Exchange Act. Most notably, since 1975, it rejected the argument that mere...more

Supreme Court to Securities Issuers: Beware What You Omit When Stating Your Opinions

Deciding this Term’s big securities case, a unanimous Supreme Court held on March 24 that a statement of opinion does not become actionable under the “untrue statement of material fact” clause of section 11 of the Securities...more

Omnicare: Good and Bad News for Security Issuers Offering Statements of Opinion

Securities issuers breathed a collective sigh of relief last week when the U.S. Supreme Court ruled in Omnicare Inc. et al. v. Laborers District Council Construction Industry Pension Fund et al. that Section 11 of the...more

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