Second Circuit upholds SDNY’s finding that under Reves syndicated loans are not securities under federal law.
Introduction -
On August 24, 2023, the US Court of Appeals for the Second Circuit issued its highly...more
8/29/2023
/ Appeals ,
Blue Sky Laws ,
Commercial Bankruptcy ,
Credit Facilities ,
Debt Instruments ,
Institutional Investors ,
Lenders ,
Loans ,
Market Participants ,
Recapitalization ,
Refinancing ,
Securities ,
Syndicated Loans
A bifurcated decision in a highly anticipated digital assets enforcement action may not provide the clarity that market participants want or need.
On July 13, 2023, Judge Analisa Torres of the US District Court for the...more
7/26/2023
/ Aiding and Abetting ,
Civil Monetary Penalty ,
Crypto Exchanges ,
Cryptocurrency ,
Digital Assets ,
Digital Platforms ,
Due Process ,
Enforcement Actions ,
Fair Notice ,
Institutional Investors ,
Investment Platforms ,
Personal Liability ,
Ripple ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Token Sales ,
Unregistered Securities
A legislative initiative in Illinois would establish licensing and consumer protection requirements for digital asset businesses serving consumers in the state.
On February 21, 2023, the Illinois Department of Financial...more
3/29/2023
/ BitLicense ,
Compliance ,
Cryptocurrency ,
Digital Assets ,
Disclosure Requirements ,
Financial Services Industry ,
FinTech ,
Popular ,
Proposed Legislation ,
Regulatory Authority ,
Regulatory Oversight ,
Securities ,
Stablecoins
While a conclusion to the much-hyped case may be approaching, market participants should be wary of doomsday prognostications.
As a new year begins, the digital assets industry is still enduring a deep and widespread crypto...more
1/20/2023
/ Aiding and Abetting ,
Blockchain ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment Contract ,
Offerings ,
Popular ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Violations ,
Statutory Interpretation ,
Unregistered Securities
Guidance clarifies assessment of liability under Rule 3110, including designation as supervisor, application of reasonableness standard, and factors for and against charging compliance officials.
On March 17, 2022, the...more
The legislation - passed via the first congressional override of the Trump presidency - extends the SEC’s ability to obtain disgorgement for violations of federal securities laws.
Key Points:
..As amended, the...more
1/4/2021
/ Congressional Override ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Liu v Securities and Exchange Commission ,
Look-Back Measurement Period ,
NDAA ,
Presidential Veto ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statute of Limitations
The enforcement actions provide early clues on how the SEC’s “risk-based data analytics” may flag public companies for investigation.
Key Points:
..On September 28, 2020, the US Securities and Exchange Commission (SEC...more
Questions about the scope of the SEC’s disgorgement authority remain open, including in administrative proceedings.
Key Points:
..Since the April 2017 decision in Kokesh v. SEC, the statutory authority of the Securities...more
6/24/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
Decision affirms long-standing market convention.
On May 22, 2020, Judge Gardephe of the US District Court for the Southern District of New York held that syndicated term loans do not constitute securities under various...more
US regulators are calling attention to financial firms’ obligations to protect against evolving cybersecurity threats.
On October 2, 2019, the Financial Industry Regulatory Authority (FINRA) issued an information notice to...more
11/26/2019
/ Business E-Mail Compromise (BEC) ,
CFTC ,
Cyber Attacks ,
Cyber Threats ,
Cybersecurity ,
Data Protection ,
Data Security ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Information Systems Security Program (ISSP) ,
National Futures Association ,
New Guidance
As the agency pursues and prevents offerings of tokens it deems unregistered securities, further issues emerge.
The recent wave of US Securities and Exchange Commission (SEC) enforcement actions relating to initial coin...more
The Supreme Court has agreed to hear a case that challenges the SEC’s authority to pursue disgorgement in civil enforcement actions.
Key Points:
..The upcoming case will resolve a split of authority on whether the SEC...more
11/7/2019
/ Administrative Authority ,
Certiorari ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Penalties ,
Petition for Writ of Certiorari ,
Regulatory Agencies ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Split of Authority ,
Statute of Limitations
The SEC’s penalty against fixed-income manager Deer Park signals increased vigilance over investment advisers’ valuation policies for client assets.
On June 4, 2019, Deer Park Road Management Company, LP (Deer Park or the...more
In Robare, the D.C. Circuit clarifies the negligence and willfulness standards under Sections 206 and 207 of the Act.
On April 30, 2019, the United States Court of Appeals for the District of Columbia Circuit issued its...more
The new initiative promises standard settlements for qualifying self-reported violations.
On January 28, 2019, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 19-04 announcing its 529 Plan...more
Recent actions reinforce the SEC’s commitment to applying traditional securities markets regulation in the cryptocurrency markets.
The US Securities and Exchange Commission (SEC, or the Commission) recently issued a public...more
The settled order is the first SEC action charging a seller of digital tokens as an unregistered broker-dealer.
On September 11, 2018, the U.S. Securities and Exchange Commission (SEC) announced a settled order instituting...more
FINRA Enforcement head Susan Schroeder offers member firms clarity on arguments most likely to move FINRA to decline an Enforcement action.
The Financial Industry Regulatory Authority (FINRA) relies on a framework of core...more
How statements in both traditional and new media outlets may catch the SEC’s attention.
From music moguls and sports icons promoting cryptocurrencies and digital tokens,1 to reality television stars bringing down the price...more
6/29/2018
/ Celebrities ,
Celebrity Endorsements ,
Cryptocurrency ,
Investment Advisers Act of 1940 ,
Material Misstatements ,
Misrepresentation ,
Omissions ,
Personal Liability ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
How should broker-dealers, investment advisers, and other registered firms in the US, UK, and Hong Kong address cryptocurrencies in their compliance programs?
Originally published on bloombergbna.com on April 16,...more
Crypto trading platforms worldwide should be aware of recent SEC actions if they provide access to US persons or persons within the U.S. for trading.
Global financial regulatory authorities have begun to take action and...more
Summary of private equity firms’ compliance obligations, discussion of notable developments in 2017, and outlook for 2018.
US federal laws and regulations, as well as the rules of self-regulatory organizations (SROs),...more
Crypto asset trading platform operators should prepare to comply with securities regulations if the crypto assets traded are securities.
Key Points:
..Finding that the digital assets traded on the BitFunder platform...more
Rejecting the Tenth Circuit Kokesh decision, the holding that the five-year limitations period applies to SEC disgorgement claims will dramatically affect enforcement actions.
Key Points:
..The Supreme Court decision...more
The action underscores the need for investment advisers and broker-dealers to maintain robust policies and controls when utilizing third-party contractors.
On May 27, 2016, the Securities and Exchange Commission (SEC)...more