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 -

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

SEC Expands Nonpublic Draft Registration Statement Processing Procedures

by Fox Rothschild LLP on

Beginning July 10, 2017, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more

Supreme Court Decision Imposes Strict Filing Deadline on Civil Actions Related to Securities Offerings

On June 26, 2017, the United States Supreme Court issued its opinion on California Public Employees’ Retirement System v. ANZ Securities, Inc., No. 16-373, ruling that actions involving securities offerings and sales are...more

SEC Expands Confidential Review of IPO Registration Statements

The SEC announced earlier this summer (and supplemented that announcement late last week with additional information) that it has expanded the availability of its popular procedure for confidential non-public review of, and...more

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

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Cybersecurity

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