Keith Bishop on Securities and Exchange Commission (SEC)

Issuer Retreats From Racial Share Allocation Scheme

In February, I wrote about a proposed offering that involved a racially based share allocation scheme. Last month, it appeared that the offering was stalled at the Securities and Exchange Commission. Recently, the company,...more

5/7/2025 / Affirmative Action , Constitutional Challenges , Diversity and Inclusion Standards (D&I) , Preliminary Injunctions , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Securities Litigation , Securities Regulation , Shareholders

Digital Financial Assets - Out Of The Frying Pan And Into The Fire?

The application of the securities laws to digital financial assets has been fraught for lawyers and their clients. After taking a hard line that many of these assets were securities under the federal securities laws, the...more

4/21/2025 / California , Cryptocurrency , Digital Assets , Financial Regulatory Reform , New Regulations , Regulatory Reform , Regulatory Requirements , Securities and Exchange Commission (SEC) , Securities Regulation

The Possible Securities Act Implications Of Harvard's "Nyet" To Government Civil Rights Reform Demands

Last week, the United States General Services Administration, Department of Education, and Department of Health and Human Services sent a letter to Alan M. Garber, the President of Harvard University, and Penny Pritzker, Lead...more

4/16/2025 / Bonds , Disclosure Requirements , Educational Institutions , Harvard University , Internal Revenue Code (IRC) , Securities Act of 1933 , Securities and Exchange Commission (SEC) , Securities Regulation , Tax Exemptions , Tax Liability

When Do Blue Sky Laws Apply?

In my experience, many securities lawyers are well versed in the federal securities laws, but have little experience with state securities laws. This is understandable because federal law in many cases preempts state...more

4/15/2025 / Blue Sky Laws , California , Exemptions , Investment , Regulatory Requirements , Securities , Securities Act of 1933 , Securities and Exchange Commission (SEC) , Securities Fraud , Securities Regulation

Intentionally Discriminatory Public Offering Stalled At The SEC

In this February post, I pondered the question of whether an issuer could allocate shares on the basis of race, gender or ethnicity. That post was inspired by the case of Glennon v. Johnson, U.S. Dist. Ct. Case No....more

4/7/2025 / Affirmative Action , Constitutional Challenges , Discrimination , Diversity , Fourteenth Amendment , Gender Discrimination , Initial Public Offering (IPO) , Race Discrimination , Securities and Exchange Commission (SEC) , Securities Regulation

Another Post SB21 Proposal To Reincorporate From Delaware To Nevada

The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada. In preliminary proxy materials filed yesterday with the...more

4/4/2025 / Board of Directors , Corporate Governance , Delaware General Corporation Law , Fiduciary Duty , Nevada , Publicly-Traded Companies , Regulatory Reform , Securities and Exchange Commission (SEC) , Shareholder Litigation , Shareholders

Tempus Fugit Ad Nevada

Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and...more

4/3/2025 / Board of Directors , Corporate Governance , Delaware General Corporation Law , Nevada , Proxy Statements , Publicly-Traded Companies , Regulatory Reform , Securities and Exchange Commission (SEC) , Shareholder Litigation , Shareholders

SEC Abandons Defense Of Brobdingnagian Climate Change Disclosure Rule

Three years ago, the Securities and Exchange Commission issued a nearly 500 page rule proposal that would require registrants to provide certain climate-related information in their registration statements and annual...more

3/28/2025 / Climate Change , Disclosure Requirements , Final Rules , Publicly-Traded Companies , Regulatory Requirements , Reporting Requirements , Rulemaking Process , Securities and Exchange Commission (SEC) , Securities Regulation

In Another Blow To Delaware's Hegemony Another Company Proposes Reincorporation In Nevada

Yesterday, another Delaware corporation, Aerovate Therapeutics, Inc., filed a Form S-4 registration statement that includes a proposal to reincorporate from Delaware to Nevada. The proposal is unfortunately titled "The...more

2/25/2025 / Business Entities , Corporate Governance , Corporate Taxes , Delaware , Filing Requirements , Nevada , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholders

May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity?

Last December, Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation filed a registration statement with the Securities and Exchange Commission to raise funds in connection with the...more

2/11/2025 / Civil Rights Act , Constitutional Challenges , Corporate Governance , Discrimination , Minority Shareholders , Race Discrimination , Securities and Exchange Commission (SEC) , Sex Discrimination , Shareholders , Unruh Civil Rights Act

Is Lack Of Diversity The Cause Of DExit?

Suddenly, DExit has moved from the theoretical to the real. Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to...more

2/7/2025 / Business Entities , Corporate Governance , Delaware , Diversity and Inclusion Standards (D&I) , Nevada , Proxy Voting , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholders

Dropbox Discloses Plan To Move To Nevada

While it remains to be seen, 2025 may go down in history as the year of Dexit. A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to Nevada. Last Friday,...more

2/3/2025 / Board of Directors , Business Entities , Corporate Governance , Corporate Transparency Act , Delaware , Disclosure Requirements , Fiduciary Duty , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholders

Does President Trump's Emergency Declarations Trigger California Price Controls?

As discussed in yesterday's post, California's anti-price gouging statute, Penal Code Section 396, is triggered upon the proclamation of a state of emergency by either the President of the United States or the Governor. ...more

1/23/2025 / California , Consumer Protection Laws , Cryptoassets , Financial Regulatory Reform , Financial Services Industry , Price Inflation , Regulatory Agenda , Securities and Exchange Commission (SEC) , State and Local Government , Trump Administration

Can Reincorporation And Share Increase Proposals Be Bundled?

In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from...more

1/21/2025 / Corporate Governance , Corporate Restructuring , Delaware , Nevada , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Regulation , Shareholders

SEC's Latest Complaint Against Elon Musk Spawns Questions About The Politics Of SEC Enforcement

Earlier this week, the Securities and Exchange Commission filed a civil complaint in the U.S. District Court for the District of Columbia. The complaint alleges that Mr. Musk in acquiring shares of Twitter failed to file a...more

1/16/2025 / Beneficial Owner , Compliance , Enforcement Actions , Filing Requirements , Reporting Requirements , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Regulation , Securities Violations , Shareholders

Did The SEC Charge The Wrong Person With Failure To File Timely A Form D?

I recently wrote about the Securities and Exchange Commission's announcement that it had settled "charges" against several entities for failing to file time Forms D. One of the entities settling with the SEC is a registered...more

12/27/2024 / Form D Filing , Investment Adviser , Securities , Securities Act of 1933 , Securities and Exchange Commission (SEC) , Securities Regulation , Securities Violations

SEC Settles "Charges" For Failure To File Timely Form D

Last week, the U.S. Securities and Exchange Commission announced that it had settled "charges" against two private companies and one registered investment adviser for failing to timely file Forms D for several unregistered...more

12/23/2024 / Broker-Dealer , Investment Adviser , Securities Act of 1933 , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Violations

Is A DAO A General Partnership, Unincorporated Association, Or Nothing At All?

According to the Securities and Exchange Commission, a DAO is a "term used to describe a 'virtual' organization embodied in computer code and executed on a distributed ledger or blockchain". That does not answer the...more

12/11/2024 / California , Corporations Code , Cryptocurrency , Decentralized Autonomous Organization (DAO) , Digital Assets , Partnerships , Securities and Exchange Commission (SEC) , Securities Regulation

SEC Continues Its Persecution Of Crime Victims

More than a decade ago, I expressed concern about the Securities and Exchange Commission's predilection for targeting victims of crimes. That concern related to an enforcement action against a company that had been...more

10/24/2024 / Cyber Attacks , Cyber Crimes , Cybersecurity , Data Breach , Data Protection , Data Security , Enforcement Actions , Hackers , Securities and Exchange Commission (SEC)

Did The FBI Violate The Securities Laws By Directing The Creation Of A Crypto Asset That Was Offered And Sold To The Public?

Professor Ann Lipton recently wrote about an ingenious scheme developed by the Federal Bureau of Investigation that has resulted in indictments of 18 individuals and entities for alleged fraud and manipulation in the crypto...more

10/11/2024 / Crypto Exchanges , Cryptoassets , Cryptocurrency , FBI , Securities Act of 1933 , Securities and Exchange Commission (SEC) , Securities Fraud

Keith Bishop

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