News & Analysis as of

Securities Registration Requirement

Eversheds Sutherland (US) LLP

Dual registrant regulatory roundup - July 2024

Welcome to the Regulatory Roundup. Each month, Eversheds Sutherland Investment Services attorneys review significant regulatory developments (including notable rulemakings and guidance from securities regulators) from the...more

White & Case LLP

eWpG – Bilingual version (GER – EN)

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In an effort to further facilitate your navigation through the complex landscape of digital securities, we have taken the initiative to translate an essential piece of German legislation – the Act on the Introduction of...more

White & Case LLP

eWpRV – Bilingual version (GER – EN)

White & Case LLP on

In an effort to further facilitate your navigation through the complex landscape of digital securities, we have taken the initiative to translate an essential piece of German legislation – the Regulation on Requirements for...more

Dechert LLP

The Southern District of New York Splits on Whether a Digital Token is a “Security”

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In the latest decision evaluating the application of federal securities laws to the digital asset context, Judge Jed S. Rakoff of the United States District Court for the Southern District of New York (“SDNY”) ruled in favor...more

Hutchison PLLC

FAQs About Equity Compensation

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Here are ten common questions I receive from clients about issuing equity (stock or options) to service providers (advisors/directors/officers/employees/consultants)...more

Mayer Brown Free Writings + Perspectives

Proposed State Securities Registration Amendments for Smaller Offerings

On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7). According to the NASAA,...more

Bennett Jones LLP

Securities Commissions Revoke “Northwest Exemption” in Certain Jurisdictions

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On August 15, 2018, the securities regulatory authorities (together, the "Commissions") of British Columbia, Manitoba, Nunavut, the Northwest Territories and the Yukon (the "Jurisdictions") announced that effective April 30,...more

Dechert LLP

SEC Issues Statement on Potentially Unlawful Online Platforms for Trading Digital Assets

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The staff of the Divisions of Enforcement and Trading and Markets (collectively, Staff) of the U.S. Securities and Exchange Commission (SEC) on March 7, 2018 jointly issued a statement on digital asset trading platforms...more

BCLP

Initial Coin Offerings (ICOs) May Be Subject to SEC Registration Requirements

BCLP 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

Dechert LLP

SEC Focuses on Initial Coin Offerings: Tokens May Be Securities Under Federal Securities Laws

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The U.S. Securities and Exchange Commission (SEC) has recently taken several actions to make clear that it is focused on and actively monitoring the rapidly growing market for so-called “token sales” or “initial coin...more

Pillsbury Winthrop Shaw Pittman LLP

A Limited Exception - California enacts new rules governing exemption for finders in securities transactions

The California Department of Business Oversight has enacted final rules to implement an exemption from broker-dealer registration licensing requirements in California for individuals acting as “finders” in securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Issues Guidance on Regulation of Initial Coin Offerings

Over the last 12 months, a growing number of start-ups, primarily those offering blockchain-based services, have raised capital utilizing so-called initial coin offerings or token sales (collectively referred to herein as...more

Katten Muchin Rosenman LLP

Between Bridges: SEC Declines to Prosecute Issuer of Digital Tokens That It Deems Securities Not Issued in Accordance with US...

Yesterday, the Securities and Exchange Commission published a Report of Investigation that concluded that digital tokens issued by an entity for the purpose of raising funds for projects – even if using distributed ledger or...more

Bass, Berry & Sims PLC

Chris Lazarini Examines Whether a Commodity Futures Contract is a "Security"

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Bass, Berry & Sims attorney Chris Lazarini examined a case in which the appellate court upheld a jury verdict in favor of Plaintiff, finding commodity futures contracts are not "securities" and Plaintiff, who was trading them...more

Allen Matkins

Must A False Statement To A Franchisee Be Made “In this state”?

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The list of instruments and interests included within the definition of a “security” in California Corporations Code Section 25019 is long. A franchise, however, is not to be found amongst the named. In fact, the statute...more

Stinson - Corporate & Securities Law Blog

New Corp Fin CDIs Clarify QIB Status for Rule 144A Offerings

The SEC’s Division of Corporation Finance staff released 35 new Compliance and Disclosure Interpretations (C&DIs) on December 8th. Among numerous interpretations focused on issues applicable to foreign private issuers and...more

Baker Donelson

Small Business Securities Bulletin: 505 Is Not Alive: SEC Adopts New and Amended Rules Governing Intrastate and Small Offerings

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As we have discussed in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more

Cadwalader, Wickersham & Taft LLP

Your 401(k) Plan "Brokerage Window" May Require An S-8 Registration

New guidance from the Securities Exchange Commission requires issuers to take a fresh look at their 401(k) plans. On September 22, 2016, the SEC’s Division of Corporation Finance released a Compliance and Disclosure...more

Stinson - Corporate & Securities Law Blog

Common Deficiencies Noted in Exams of Minnesota Registered Investment Advisers

The Minnesota Department of Commerce recently conducted a series of routine exams of investment adviser firms registered in Minnesota to analyze their compliance with certain regulations applicable to investment advisers. ...more

Stinson - Corporate & Securities Law Blog

SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings

The SEC has proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings. The proposed amendments would require registrants that file registration statements and...more

Stinson - Corporate & Securities Law Blog

FINRA Relaxes Rules for M&A and Private Placement Brokers

The SEC has approved a series of FINRA rules that are meant to simplify regulation of firms engaged as M&A brokers and those who conduct other limited activities. While the rules may be simpler, it still looks like a...more

Allen Matkins

Overcoming A Securities Overissue

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I like to remind my colleagues that California has two securities laws. Neither of these laws applies exclusively to corporations or other entities organized under California law.  The Corporate Securities Law of 1968, Cal....more

Bradley Arant Boult Cummings LLP

SEC Adopts Regulation A+

Newly adopted exemption to securities registration requirements may offer new capital raising opportunities for developing companies - A company that seeks to raise capital by offering or selling securities to potential...more

Stinson - Corporate & Securities Law Blog

SEC Publishes 11 Regulation A+ CD&Is

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

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