The Ninth Circuit recently reversed a ruling by the U.S. District Court of Nevada granting summary judgment in favor of the SEC in a case alleging violations of Section 5 of the Securities Act of 1933 in connection with the...more
In 2011, the Board of Governors of the Federal Reserve System, the Department of Housing and Urban Development, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Office of the Comptroller of...more
Have you heard that Canadian wrappers are a thing of the past and can be relegated to the dustbin of history? If that’s what you’ve heard, then you’ve heard wrong. Canadian wrappers are often still required. And even though...more
In United States v. Vilar, the Second Circuit Court of Appeals has offered another data point in the federal courts’ ongoing efforts to define the extraterritorial reach of the federal securities laws.
Last month the Ninth Circuit Court of Appeals issued an important opinion that could establish a safe harbor to protect condominium hotels from being characterized as securities under federal and state securities laws. In...more
On August 1, 2013, the Division of Investment Management of the Securities and Exchange Commission published an IM Guidance Update (the “Update”) regarding Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act...more
Yesterday, I wrote about the Ninth Circuit’s recent decision allowing a plaintiff to amend his complaint to plead that a subsequent event (the filing of a registration statement) had caused his loss as a result of an...more
The U.S. Court of Appeals for the Ninth Circuit has affirmed the dismissal with prejudice of a putative securities class action concerning the sale of 420 hotel-condominium units at the Hard Rock Hotel in San Diego....more
A federal district court has ruled that investors who pay for shares using Bitcoin have effectively invested money, at least for purposes of federal securities laws. The decision has implications for funds that seek to...more
Bitcoins are everywhere. Last week, a federal judge in Texas held that the virtual currency qualifies as a form of money and allowed the SEC to charge a promoter of a scheme to invest in bitcoins with violations of the...more
Hotel Lawyers on "hotel condo" units as securities (or NOT).
An important decision on when a condo hotel does NOT involve the sale of a "security"
One of the most significant challenges for developers of a condo...more
Two years ago, I wrote about U.S. District Court Judge Dana Sabraw’s opinion in Salameh v. Tarsadia Hotels, 2011 U.S. Dist. LEXIS 30375. The case involved the question of whether ownership interests in individual units of...more
In response to the SEC’s first civil complaint arising from online virtual currency trading, alleged Bitcoin Ponzi schemer Trendon Shavers recently challenged the district court’s authority to hear the case. ...more
The SEC recently issued proposals related to Regulation D which, among other things, require a Form D to be filed fifteen days before a general solicitation under Rule 506(c) can commence....more
I. Introduction -
Over the past decade, a paradigm shift has been occurring in the capital markets that has opened a new panoply of options for security holders desiring liquidity.
Originally Published in...more
When the Securities and Exchange Commission lifted the ban on general solicitation and general advertising for private offerings of securities, can marketing blitzes on Twitter and other social media sites be far behind?...more
On July 10, 2013, the Securities and Exchange Commission (SEC) promulgated long-awaited rules which will allow and govern how business owners and entrepreneurs may use media and advertising to reach potential investors. The...more
Ban on General Solicitation Lifted with Respect to Accredited Investors -
Today, the Securities and Exchange Commission (SEC) adopted new rules to lift the ban on general solicitation of funds or general advertising...more
Historically, the Governor appointed California’s Commissioners of Corporations. Cal. Corp. Code § 25600. Today, the Governor still appoints the head of the new Department of Business Oversight. Having served as a...more
A group of securities dealers has successfully obtained relief from most of the requirements that typically drive the need for a Canadian private placement supplement, or wrapper, for selling securities of non-Canadian...more
In a recent speech given to the ABA Trading and Markets Subcommittee, David W. Blass (Chief Counsel of the SEC's Division of Trading and Markets) focused on a number of activities commonly conducted by private fund advisers...more
On February 27, 2013, the United States Supreme Court put a stop to the Securities and Exchange Commission's (SEC) practice of bringing civil enforcement actions outside the five-year statute of limitations. In an opinion by...more
A number of significant briefs were filed recently with the U.S. Court of Appeals for the D.C. Circuit in support of Section 1504 of the Dodd-Frank Act, which requires oil, gas, and mining issuers to report on their payments...more
On February 5, 2013, the SEC released FAQs regarding Section 201 of the JOBS Act, which offers a new limited exemption from broker-dealer registration....more
On January 11, 2013, the Financial Industry Regulatory Authority (FINRA) issued its annual Regulatory and Examination Priorities Letter (Priorities Letter) to member firms, which highlights its primary areas of focus for the...more