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Securities Act of 1933 Registration

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 -
Mayer Brown Free Writings + Perspectives

SEC Filing Fees

The Securities and Exchange Commission recently announced that the fees that registrants pay to register their securities with the SEC will increase from $147.60 per million dollars to $153.10 per million dollars, effective...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Increase in Registration Fee Rates Effective October 1, 2023

On August 25, 2023, the U.S. Securities and Exchange Commission (SEC) announced an increase in the fees that public companies and other issuers will be required to pay to register their securities, from $110.20 per million...more

Bracewell LLP

SEC Notches Win in Cryptocurrency Registration Battle

Bracewell LLP on

Scoring a victory for the Securities and Exchange Commission in its efforts to qualify digital tokens as securities, a New Hampshire federal court ruled this week that tokens sold by LBRY Inc., known as LBC, are securities...more

Proskauer - The Capital Commitment

SEC Announces New Approach to Disqualification Waivers

On July 3, 2019, SEC Chairman Jay Clayton issued a “Statement Regarding Offers of Settlement” (the “Statement”), announcing important changes to how the SEC will consider future requests for waivers from disqualifications in...more

Locke Lord LLP

New SEC Filing Fee Rate Effective October 1st

Locke Lord LLP on

As a reminder, effective October 1, 2018, the new SEC filing fee rate for issuers is $121.20 per $1,000,000. The fee is calculated by multiplying the aggregate offering amount by .0001212 (Filing Fee = Maximum Aggregate...more

Goodwin

Mutual Funds Should Consider Accelerating Filings in Advance of Substantial Increase in SEC Registration Fee Rate

Goodwin on

As a result of upcoming increases in securities registration fee rates applicable to mutual funds, funds with fiscal year ends of July or August and net sales should consider accelerating their annual Rule 24f-2 filings. ...more

Stinson - Corporate & Securities Law Blog

SEC Finalizes Rules Implementing JOBS Act and FAST Act Provisions Concerning Exchange Act Registration Thresholds

On May 3, 2016, the SEC adopted final rules regarding reporting obligation thresholds under the Securities Exchange Act of 1934 mandated by the JOBS Act and the securities provisions of the FAST Act. The rules become...more

Akin Gump Strauss Hauer & Feld LLP

Outrageous Opinions in Registration Statements

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, the respondents fired back at the petitioners in a brief filed with the Supreme Court, posing a simple question: “Whether...more

Smith Anderson

Recent Developments for Intrastate Crowdfunding and Social Media Use

Smith Anderson on

In June 2013, the N.C. House of Representatives approved HB 680, the Jumpstart Our Business Startups Act (NC JOBS Act) by an overwhelming bipartisan vote of 103-1. Designed to utilize the “intrastate offering” exemption found...more

Allen Matkins

Securities Regulator “Surprised and Offended” By SEC’s Regulation A+ Proposal

Allen Matkins on

Section 401 of the JOBS Act directs the Securities and Exchange Commission to adopt rules exempting offerings of up to $50 million of securities annually from the registration requirements of the Securities Act of 1933, as...more

Skadden, Arps, Slate, Meagher & Flom LLP

"SEC Provides No-Action Relief to M&A Brokers in Connection With Broker-Dealer Registration Requirements"

On January 31, 2014, the Division of Trading and Markets (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (as revised on February 4, 2014, the “No-Action Letter”) that permits...more

Goodwin

SEC and FINRA Rule Proposals Take Next Steps Towards Fulfilling JOBS Act Crowdfunding Mandate

Goodwin on

The SEC issued a rule proposal designed to fulfill a mandate under the 2012 Jumpstart Our Business Startups (“JOBS”) Act to adopt rules that implement changes to the federal securities laws under the JOBS Act that permit...more

Latham & Watkins LLP

New Regulation D General Solicitation and “Bad Actor” Disqualification: Considerations for Private Funds

Latham & Watkins LLP on

Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more

Troutman Pepper

Resales Of Restricted And Control Securities Under Rule 144

Troutman Pepper on

By progressively shortening the Rule 144 holding period for resales of restricted securities, the Securities and Exchange Commission has enhanced such securities’ liquidity and reduced the overall cost of raising capital. The...more

Dechert LLP

When Are Securities Act Claims Untimely? The Court of Appeals for the Third Circuit Places a Heavier Burden on Defendants

Dechert LLP on

The Securities Act of 1933, 15 U.S.C. § 77a et seq., provides for civil liability when a registration statement or prospectus contains material misrepresentations or omissions. Section 13 of the Securities Act, 15 U.S.C. §...more

Troutman Pepper

Private Placements Under New Rule 506(c) – Interplay With Other Exemptions And State Law Implications

Troutman Pepper on

A fundamental precept of the federal securities laws is that any purchase or sale of a security must either be registered under the Securities Act of 1933 (the Securities Act) or qualify for an exemption from registration....more

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Issues 13 New and Revised C&DIs

On May 16, the Securities and Exchange Commission’s Division of Corporation Finance issued 13 new and revised Compliance and Disclosure Interpretations (C&DIs) on a range of topics under the Securities Act of 1933 (Securities...more

Katten Muchin Rosenman LLP

SEC Issues Frequently Asked Questions on Exemption from Broker-Dealer Registration Under the JOBS Act

The Securities and Exchange Commission’s Division of Trading and Markets has issued Frequently Asked Questions (FAQs) that provide guidance on the exemption from broker-dealer registration in Section 201(c) of the Jumpstart...more

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