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
On May 19, 2023, Judge Victor Marrero of the United States District Court for the Southern District of New York granted a motion to dismiss a putative securities class action against a solar equipment manufacturing company...more
On April 5, 2023, the United States Court of Appeals for the Third Circuit affirmed a determination of the United States District Court for the District of Delaware that plaintiffs violated Rule 11 of the Federal Rules of...more
On March 31, 2023, Judge Ronnie Abrams of the United States District Court for the Southern District of New York dismissed a putative class action arising out of a SPAC transaction that resulted in a consignment-to-retail...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
On October 25, 2022, Judge Maxine M. Chesney of the United States District Court for the Northern District of California granted a motion to dismiss a putative class action against an enterprise data cloud platform company...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
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
The United States District Court for the Eastern District of Michigan, applying Michigan law, has held that an exclusion in an investment adviser’s professional liability policy applicable to claims arising from the sale of...more
The United States Securities and Exchange Commission recently charged two individuals— Florida residents, Suyun Gu, and his friend, Yong Lee—for their involvement in allegedly fraudulent wash sales involving out-of-the-money...more
Delaware Supreme Court Holds Appraisal Action is Not “Securities Claim” Covered by D&O Insurance Policy; Delaware Supreme Court Affirms Dismissal of Derivative Claims Against Life Sciences Company For Failure to Plead Demand...more
By a 3-2 vote, the Securities and Exchange Commission (the “SEC”) approved the publication of a release on December 18, 2019, generally expanding the scope of the definitions of “accredited investor” in Rule 501(a) of...more
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more
To our bad guys, 2019 was a year flush with hope and opportunity; it ended with recidivism, more misery from Venezuela, a charlatan, an Okie who pulled a multi-million dollar fast-one on Chesapeake and, as in years past, a...more
The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
A recent Securities and Exchange Commission (“SEC”) order imposed sanctions on a financial institution for failing to reasonably supervise a representative’s conduct. In its findings, the SEC highlights the institution’s...more
On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more
We have previously blogged about recent SEC rule changes to the definition of “smaller reporting company” (SRC) and XBRL. Our readers should know that a byproduct of these new rules include certain tweaks to the cover pages...more
A federal district court in Connecticut has entered final judgments pursuant to agreements between the SEC and three defendants—David Haddad, Trafalgar Square Risk Management, LLC, and New England RE, LLC—in a case alleging...more
The U.S. federal government shutdown that began Saturday has the potential to affect capital markets and public companies in far-reaching ways. While the Securities and Exchange Commission currently plans to operate fully...more
The U.S. Securities and Exchange Commission (SEC) recently announced that, beginning on July 10, 2017, the Division of Corporation Finance (the Division) will permit all companies to submit draft registration statements, on a...more
On Wednesday, April 12, 2017, a final rule became effective that added two new “check box” items to the covers of Securities Act and Exchange Act forms relating to an issuer’s status as an emerging growth company (EGC)...more
After a federal jury found the City of Miami's (City) former budget director guilty of defrauding investors in connection with a 2009 bond offering, the U.S. Securities and Exchange Commission (SEC) is seeking a record...more