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Securities Act of 1933 › Registration Statement

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 -
Fenwick & West LLP

Tokenized Real-World Assets: Pathways to SEC Registration

Fenwick & West LLP on

Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...more

Morgan Lewis - ML Benefits

Publicly Traded Companies: Don’t Forget to Register Plan Interests in Deferred Compensation Plans

Morgan Lewis - ML Benefits on

Publicly traded companies generally file registration statements on Form S-8 to register the offering of the company’s stock pursuant to the company’s equity incentive plans under the Securities Act of 1933, as amended...more

Holland & Knight LLP

SEC v. Ripple: When a Security Is Not a Security

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In a monumental decision that will likely have substantial ramifications for crypto industry developers, securities practitioners, and millions of investors and token purchasers alike, on July 13, 2023, the U.S. District...more

Jones Day

Supreme Court: Even in a Direct Listing, Section 11 Requires Plaintiffs to Trace Shares to Registration Statement - The Court's...

Jones Day on

A unanimous Supreme Court has confirmed that a claim brought under section 11 of the Securities Act of 1933 ("1933 Act") requires that a plaintiff plead and prove that the shares purchased were issued pursuant to an allegedly...more

Sheppard Mullin Richter & Hampton LLP

United States Supreme Court Holds That Section 11 Plaintiffs Must Purchase Securities Issued Under the Registration Statement They...

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In Slack Technologies, LLC v. Pirani, No. 22-200, 2023 U.S. LEXIS 2301 (U.S. June 1, 2023), the Supreme Court of the United States (Gorsuch, J.) held that Section 11 of the Securities Act of 1933 (the “Securities Act”), 15...more

Latham & Watkins LLP

Supreme Court Slack Decision Confirms Narrow Interpretation of Section 11 Claims

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The unanimous opinion requires shareholder plaintiffs to plead and prove that they purchased shares traceable to an allegedly false or misleading registration statement. On June 1, 2023, the US Supreme Court issued its...more

Dorsey & Whitney LLP

The Supreme Court Update - June 1, 2023

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Today, the Supreme Court of the United States issued three decisions: Glacier Northwest, Inc. v. International Brotherhood of Teamsters Local Union, No. 174, No. 21-1449: This case involved the preemptive force of...more

Proskauer - Corporate Defense and Disputes

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

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The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more

Morgan Lewis

US Supreme Court to Hear Appeal Regarding Securities Act Claims in Direct Listings

Morgan Lewis on

The US Supreme Court recently agreed to hear an important appeal of a US Court of Appeals for the Ninth Circuit decision interpreting Sections 11 and 12(a)(2) of the Securities Act of 1933 in the context of a direct stock...more

Skadden, Arps, Slate, Meagher & Flom LLP

California Court of Appeal Upholds Federal Forum Provision

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In the first published decision of a court of appeal outside Delaware, on April 28, 2022, the California Court of Appeal in Wong v. Restoration Robotics, Case No. A161489, affirmed the trial court’s decision to enforce a...more

Cadwalader, Wickersham & Taft LLP

Securities Litigation Update: Divided Ninth Circuit Permits Direct-Listing Investors to Assert Securities Act Claims, Despite...

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On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct listing”—in which pre-existing shares are...more

Latham & Watkins LLP

Ninth Circuit’s Slack Decision Forges New Ground for Securities Act Liability Related to Direct Listings

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The decision appears to create a new rule for determining standing to bring Securities Act claims in the context of direct listings. The Slack Direct Listing Decision - On September 20, 2021, the US Court of Appeals...more

Proskauer - Corporate Defense and Disputes

Supreme Court to Decide Whether Discovery Stays Apply to State-Court Securities Lawsuits This Fall

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One of the most significant differences between bringing a securities lawsuit in state versus federal court is the application of the mandatory discovery stay set forth in the Private Securities Litigation Reform Act (the...more

Womble Bond Dickinson

SEC Proposes to Ease Restrictions on Compensatory Offerings to Employees, “Platform Workers” and Other Service Providers

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Last week, the Securities and Exchange Commission (the “SEC”) proposed amendments that would ease restrictions on compensatory securities offerings to employees and other service providers under Rule 701 and Form S-8, both...more

Hinshaw & Culbertson LLP

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

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The Securities and Exchange Commission (SEC) on November 2, 2020, adopted a set of amendments to simplify and improve the exempt offering framework. The amendments are designed to make it easier for issuers to access the...more

Wiley Rein LLP

California Court Enforces Federal Forum Selection Provision For 1933 Act Claims

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A California court ruled that a forum selection provision in a Delaware company’s registration statement requiring that certain securities litigation be brought solely in federal court was enforceable.  Wong v. Restoration...more

Jones Day

Court Rules That Sales of Digital Tokens Were Illegal Unregistered Securities Offerings

Jones Day on

Federal court grants summary judgment to the SEC on its claim that sales of digital tokens constitute investment contracts under the Securities Act. On September 30, 2020, U.S. District Judge Alvin Hellerstein granted...more

Goodwin

SEC Adopts Third Round of Disclosure Modernization

Goodwin on

The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more

Dorsey & Whitney LLP

SEC Creates New File Transfer System for Supplemental Materials and Rule 83 Confidential Treatment Requests

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The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more

Farrell Fritz, P.C.

Class Action Lawsuit Dismissed: Commercial Division Finds Company’s Alleged Misrepresentations and Omissions During Stock Sale...

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Many of us have previously heard the expression that there is a fine line between fact and fiction.  In securities law that holds especially true where companies that risk walking the “fine line” in their registration...more

Dechert LLP

California Appeals Court Narrows Standing for ETF Retail Investors to Sue for Allegedly False or Misleading Registration...

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In a ruling of potential importance for investment advisers and directors/trustees of registered investment companies, a California appellate court affirmed a lower court ruling on January 23, 2020 in Garth Jensen, et al. v....more

Sheppard Mullin Richter & Hampton LLP

California State Court Declines to Expand Standing for Claims Under 1933 Act

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In Jensen v. iShares Trust, 2020 Cal. App. LEXIS 61 (Cal. App. Jan. 23, 2020), a rare state court decision addressing claims under the Securities Act of 1933 (“1933 Act”), the California Court of Appeal rejected...more

Goodwin

SEC Deems Digital-Currency Investment Vehicle a Reporting Company

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On January 21, 2020, Grayscale Bitcoin Trust (the “Trust”) became the first digital currency investment vehicle to attain the status of an SEC reporting company. The Trust’s sponsor, Grayscale Investments, LLC (“Grayscale”),...more

Allen Matkins

ETF Plaintiffs Find No Footing For Pursuit Of '33 Act Claims In California Court

Allen Matkins on

Section 11 of the Securities Act is an anti-fraud statute. Like its Exchange Act cousin, Section 10(b), Section 11 requires (i) an omission or misrepresentation, and (2) that the omission or misrepresentation be material,...more

Ward and Smith, P.A.

Availability and Benefits of Shelf Offerings for Public Issuers

Ward and Smith, P.A. on

Public issuers may benefit from the use of shelf offerings as an efficient, cost-effective alternative to Form S-1 in order to register shares as part of a primary offering, secondary offering, or as a benefit to its...more

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