Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
On April 29, 2024, the United States Court of Appeals for the Sixth Circuit affirmed the dismissal with prejudice of a putative class action asserting claims under the Sections 11, 12(a)(2), and 15 of the Securities Act of...more
The SEC’s new rules imposing a T + 1 settlement cycle for most securities transactions take effect on May 28, 2024. The previous default settlement cycle had been T + 2. For firm commitment offerings priced after 4:30 p.m....more
On Tuesday, February 6, 2024, the United States Securities and Exchange Commission promulgated final rules relating to changing the definition of dealer pursuant to the Securities Exchange Act of 1934. See SEC.gov | SEC...more
With the close of FINRA’s fiscal year comes the opportunity for broker-dealer firms to consider where regulators have focused their enforcement efforts and also what can be expected in the coming year. Fortunately, FINRA has...more
On December 23, 2023, BarnBridge DAO (“BarnBridge”) and its founders, Tayler Ward and Troy Murray, agreed to settle charges with the U.S. Securities and Exchange Commission (“SEC”). BarnBridge violated Sections5(a) and 5(c)...more
On December 6, 2023, Judge John G. Koeltl of the U.S. District Court for the Southern District of New York granted a motion to dismiss a putative securities class action brought against an operator of private schools in...more
Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions....more
Aristotle cites the “tragelaph” (the mythical “goat-stag”) as an example of how a concept can have meaning without existing. A “security future” is the US financial system’s “goat-stag”: a concept packed with meaning but...more
The US District Court of the Southern District of New York has appeared to hand digital asset sellers their first victory, albeit partial, amidst a flurry of enforcement actions by the US Securities and Exchange Commission...more
On July 13, Judge Analisa Torres, district judge for the United States District Court for the Southern District of New York, issued a substantial order (the Order) on cross motions for summary judgment in the U.S. Securities...more
Arguments presented by Coinbase in its answer to SEC charges would, if accepted, potentially deprive the SEC of its most effective tool in regulating digital assets. The SEC alleges in a Complaint in SDNY that Coinbase...more
Securities Act Rule 144 provides a “safe harbor” from the registration (but not the antifraud) provisions of the Securities Act of 1933, as amended (“Securities Act”), for resales of two types of securities: “restricted...more
Like Zeus unleashing the Kraken in Clash of the Titans, the U.S. Securities and Exchange Commission (SEC) has unleashed the Kraken (not the digital asset company) to unleash havoc on Genesis Global Capital LLC (Genesis) and...more
The Securities and Exchange Commission (“SEC”) unanimously voted yesterday to re-propose a rule to prohibit conflicts of interest in certain securitization transactions. The SEC previously proposed, but never finalized, this...more
Yesterday, the Securities and Exchange Commission proposed a rule to implement Section 27B of the Securities Act. This section was added as a result of the addition of Section 621 of the Dodd-Frank Act, which was a late...more
Regulated securities firms need to take significant actions to ensure that their company is complying with the legal requirements set out by regulations promulgated by the U.S. Securities and Exchange Commission (SEC) and the...more
The Securities and Exchange Commission recently announced it will hold an open meeting on January 25, 2022, which will be webcast, in order to consider whether to propose a new rule to implement Section 27B of the Securities...more
On December 21, 2022, the United States Court of Appeals for the Ninth Circuit affirmed in part and denied in part the dismissal of a purported class action suit against a real estate property management company (the...more
In a case watched by companies that offered and sold digital assets Federal District Court Judge Paul Barbadoro recently granted summary judgment for the Securities and Exchange Commission (“SEC”) against LBRY, Inc. This case...more
While the blockchain crypto community is processing the latest round of “crypto contagion,” potentially lost in the busy news week was a significant legal development regarding what digital assets qualify as securities under...more
The crypto token asset class has grown substantially in the last couple of years, drawing the watchful eyes of regulators. While the emerging world of crypto has created more questions than answers, the U.S. Securities and...more
In a settled enforcement action, the SEC charged VMware, Inc., with omission of material information in its disclosures concerning its order “backlog” and revenue management, in quarterly and annual Exchange Act reports, on...more
In the 1920s, a new form of investment fraud roared into the markets with the advent of the Ponzi scheme. Last week, the Securities and Exchange Commission (SEC) filed a complaint captioned SEC v. Okhotnikov et al. in the...more
On June 29, a Florida court issued a final judgment against a Miami-based payday lender and its CEO resolving allegations that the defendants misappropriated investor funds. According to the complaint, the business...more
Following up on our previous alerts looking at the Securities and Exchange Commission’s proposed rule for the “Enhancement and Standardization of Climate-Related Disclosures for Investors” (the Proposed Rule) and its GHG...more