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

Three Bills Proposing Amendments to the Federal Securities Laws Gain Traction in Congress

The U.S. House of Representatives passed three bills on February 1, 2016 that propose changes to the federal securities laws, including the Securities Act of 1933 (’33 Act) and Securities Exchange Act of 1934 (’34 Act)....more

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

The New Section 4(a)(7): More Than a Codification of Section “4(a)(1½)”

On December 4, 2015, the Fixing America’s Surface Transportation Act (the “FAST Act”) was signed into law by President Obama. Although the FAST Act is primarily a transportation bill, buried in this legislation is a new...more

Regulation A+: More Money, Less Problems

In 2015, the SEC adopted new rules intended to improve emerging companies’ ability to raise capital. Part of the Jumpstart Our Business Startups (JOBS) Act (Regulation A+) adds a class of small issue securities exempted from...more

FAST Act Creates a New Exemption for the Resale of Securities and Eases Certain Regulations for Emerging Growth Companies and...

The Fixing America’s Surface Transportation Act (FAST Act) was signed into law by President Obama on December 4, 2015. Though the bulk of the FAST Act relates to infrastructure funding, it includes a number of significant...more

Potential Revisions to the Definition of “Accredited Investor”

On December 18, 2015, the staff (the “Staff”) of the U.S Securities and Exchange Commission (the “SEC”) released a report on their review of the definition of “accredited investor” under the Securities Act of 1933. This...more

The FAST Act, New Section 4(a)(7), and Section 4(a)(1½)

The new private resale safe harbor is unlikely to gain traction in private offerings of asset-backed securities. On December 4, 2015, US President Barack Obama signed into law the Fixing America’s Surface Transportation...more

Preemption Of Secondary Trading Is Fast Becoming More Obscure

Secondary trading of securities in California must be qualified unless exempt or not subject to qualification due to federal preemption. Cal. Corp. Code § 25130. Similarly, the offer and sale of securities are subject to...more

FAST Act Speeds-Up Raising Capital

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. Although primarily a transportation bill, the FAST Act also made changes to the federal securities laws as...more

Blog: SEC Staff Report On Review Of “Accredited Investor” Definition

Today, the SEC issued a staff report, required under Dodd-Frank, on the staff’s review of the accredited investor definition. The purpose of the accredited investor concept is to identify, using a bright-line definition,...more

New Crowdfunding Regulations May Not Be As Helpful As They First Appear

On October 30, 2015, the Securities and Exchange Commission (SEC) adopted its final rules governing the offer and sale of securities under new Section 4(a)(6) of the Securities Act of 1933, also known as equity crowdfunding....more

A Guide to Regulation A+

Significant changes to Regulation A, generally referred to as Regulation A+, went into effect on June 19, 2015. Old Regulation A - Regulation A is a previously existing exemption from the registration requirements...more

FAST Act’s Hidden Securities Law Benefits

The so-called “Fixing America’s Surface Transportation Act” or “FAST Act” was signed into law on December 4, 2015. Buried in the legislation are changes to the JOBS Act and the Securities Act of 1933 that add a statutory...more

US IPO Guide - 2015 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

The World in US Courts: Orrick's Quarterly Review of Decisions Applying US Law to Global Business and Cross-Border Activities

The Global law firm Orrick, Herrington & Sutcliffe LLP takes great pride in announcing the Fall 2015 edition of The World in US Courts: Orrick’s Quarterly Review of Decisions Applying US Law To Global Business and...more

Highway Bill Includes Changes to Registration, Privacy and Other Securities Laws

On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act, or FAST Act, into law. While the statute’s primary impact is to authorize federal funds for highways and other transportation...more

FAST Act Impact on Community Banks

Last week, President Obama signed into law a $305 billion bundle of legislation referred to as the FAST Act. While the FAST Act was conceived as a transportation bill, it came to contain a number of provisions targeted...more

Congress’ Strange New Secondary Trading Exemption

Yesterday’s post introduced new Section 4(a)(7) of the Securities Act of 1933, as added by the Fixing America’s Surface Transportation Act or the “FAST Act”.  Boiled down to the essentials, this is a secondary trading...more

A New Securities Offering Exemption That May Help The Markets Get Back Into The Fast Lane

Highlights - - New law adding an exemption to the registration and prospectus delivery requirements of the Securities Act of 1933 signed by President Obama. - The law, which codifies the so-called Section 4(a)(1-½)...more

SEC Releases Final Crowdfunding Rules

On October 30, 2015, the Securities and Exchange Commission (“SEC”) released its highly anticipated final rules regarding equity crowdfunding, which will permit companies to raise up to $1 million per year from investors on...more

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more

EB-5 Due Diligence Matters

Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

House Passes Act to Codify Section 4(a)(1½) Exemption for Resales of Restricted Securities

On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more

Orrick's Financial Industry Week in Review

Federal Reserve, OCC, FCA, FHFA and FDIC Adopt Joint Final Rule on Swap Margin Requirements - On October 22, the Office of the Comptroller of the Currency (the "OCC"), the Federal Reserve Board (the "Board"), the Farm...more

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