On August 7, 2024, nearly four years after the SEC filed its complaint alleging Ripple sold XRP in unregistered securities transactions in violation of Section 5 of the Securities Act, the district court issued its final...more
8/13/2024
/ Civil Monetary Penalty ,
Digital Assets ,
Disgorgement ,
Enforcement Actions ,
Final Judgment ,
Injunctions ,
Permanent Injunctions ,
Popular ,
Regulation D ,
Ripple ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Tokens ,
Securities Violations ,
Token Sales ,
Unregistered Securities
Of particular importance for the crypto industry, the opinion analyzes the SEC’s allegations that Binance and BAM offered and sold various tokens and programs to investors as investment contracts without registering them with...more
7/5/2024
/ Cryptocurrency ,
Fraud ,
Investment Contract ,
Registration Requirement ,
Regulatory Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Tokens ,
Securities Violations ,
Stablecoins
It’s the Transaction, Not the Token.
Issuers cannot offer or sell securities without registering them with the SEC under Section 5 of the Securities Act of 1933 or finding a valid exemption from registration. XRP is the...more
7/18/2023
/ Buyers ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment ,
Investment Contract ,
Ripple ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Sellers ,
Summary Judgment ,
Token Sales ,
Unregistered Securities
On September 23, 2021—in United Food and Commercial Workers v. Zuckerberg—the Delaware Supreme Court endorsed a new universal three-part demand futility test. The decision will likely have far-reaching consequences, including...more
9/28/2021
/ Appeals ,
Board of Directors ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Duty of Care ,
Facebook ,
Mark Zuckerberg ,
Reclassification Rules ,
Securities Litigation ,
Shareholder Litigation
On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more
9/24/2021
/ Appeals ,
Carve Out Provisions ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Derivative Tort Claims ,
Dilution ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Shareholder Litigation
On September 20, 2021, in a 2-1 decision, the U.S. Court of Appeals for the Ninth Circuit held that Sections 11 and 12(a)(2) of the Securities Act of 1933 (1933 Act) apply to direct listings of company shares, including...more
9/23/2021
/ Direct Listing ,
Employees ,
En Banc Review ,
Initial Public Offering (IPO) ,
Investors ,
NYSE ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Traders ,
Stocks ,
Unregistered Securities ,
Venture Capital
A recent Delaware Chancery Court decision dismissing derivative fiduciary duty claims has significance for public companies with board members who are associated with venture capital firms. ...more
9/8/2015
/ Cybersecurity ,
Data Protection ,
Data Security ,
DE Supreme Court ,
Derivative Suit ,
Fiduciary Duty ,
Financial Adviser ,
Financial Institutions ,
Financial Markets ,
Pensions ,
Popular ,
Publicly-Traded Companies ,
Startups ,
Stocks ,
Venture Capital
On Monday, September 22, 2014, the SEC announced that it expected to award between $30 and $35 million to a non-U.S. whistleblower who provided the SEC with information about “an ongoing fraud that would have been very...more
Loos v. Immersion Corp., et. al., Case No. 12-15100, ---F.3d--- (9th Cir. 2014) -
On August 7, 2014, the Ninth Circuit issued a key opinion on the pleading of loss causation in securities class actions, ruling for the...more