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SEC Staff Clarifies That Certain Dollar-Backed Stablecoins Do Not Implicate the Securities Laws

The Staff noted that a stablecoin generally is not subject to SEC jurisdiction if it is not an investment and used solely for commercial activity....more

SEC Withdraws Appeal of Court Decision to Vacate Its Dealer Rules

The SEC’s move is part of a recent shift toward a less enforcement-centric approach that is set to reshape the regulatory framework for digital assets in the US....more

SEC Brings Charges for Failure to File Forms 13F (Investment Manager Share Positions) and 13H (Large Trader Registration)

The SEC’s September 17, 2024, actions signal its commitment to penalize non-compliance, while encouraging market participants to self-report violations. On September 17, 2024, the US Securities and Exchange Commission...more

The SEC’s Definition of a “Dealer” - End of the Road for DeFi, or Just Another Bump?

The SEC’s ambiguous rule could have a chilling effect both on decentralized finance and on the provision of liquidity to centralized crypto exchanges. The Securities and Exchange Commission (SEC) adopted a new rule on...more

SEC Expands Statutory Definition of “Dealer” and “Government Securities Dealer”

SEC defines the phrase “as part of a regular business” to capture private funds and other market participants that take on liquidity-providing roles. The Securities and Exchange Commission (SEC) adopted new rules that...more

SEC Issues Omnibus Approval for Spot Bitcoin Exchange-Traded Products

The SEC’s long-awaited green light for spot bitcoin ETPs is welcomed by the market, but the ambivalent decision raises more questions than it answers. On January 10, 2024, the Securities and Exchange Commission (SEC)...more

Grayscale Scores Provisional Win in Bid for Spot Bitcoin ETP

An appeals court panel rules that the SEC rejection of a proposed spot bitcoin ETP was arbitrary and capricious, opening the door for the potential launch of numerous ETPs in the near future. On August 29, 2023, a...more

DeFi Crypto Platform Not Liable for Scam Tokens

A federal court’s dismissal of claims against a decentralized cryptocurrency platform and its investors for the actions of scam token issuers is a case of first impression with wider significance. On August 29, 2023, the...more

Form N-PX “Say on Pay” Disclosure Requirement for 13F Filers Will Become Effective July 1, 2024

Form 13F filers will need to file their first Form N-PX covering the period of July 1, 2023, to June 30, 2024, by August 31, 2024. Rule 14Ad1 of the Securities Exchange Act of 1934 (Exchange Act), which was adopted by...more

New Federal Exemption Changes the Registration Landscape for M&A Brokers

The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. On March 29, 2023, the Securities Exchange Act of 1934...more

Responsible Financial Innovation Act Offers Clarity, Safeguards for Digital Assets - SEC and Securities

Securities issues are covered in Title III (Responsible Securities Innovation) of the Responsible Financial Innovation Act (RFIA). The RFIA would add a new Section 41 to the Securities Exchange Act of 1934 (Securities...more

SEC Proposes to Expand Interpretation of “Dealer” and “Government Securities Dealer” Definitions

On March 28, 2022, the US Securities and Exchange Commission (SEC) proposed rules (Proposing Release) that would require securities market participants that engage in dealer-like activities - such as a proprietary trading...more

SEC Proposes to Expand the Definition of an “Exchange”

The proposal would require certain systems and platforms currently not subject to any registration requirements to register as broker-dealers and ATSs. On January 26, 2022, the Securities and Exchange Commission (SEC)...more

SEC Proposes Stricter Requirements for the Rule 10b5-1 Affirmative Defense

The Proposal would have a significant impact on current practices surrounding the use of Rule 10b5-1 plans by public companies and insiders. On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set...more

The Return of the Token Safe Harbor

SEC Commissioner Peirce has revived and refreshed her proposed three-year safe harbor for qualifying token projects, but some unresolved ambiguities remain. US Securities and Exchange Commission (SEC) Commissioner Hester...more

SEC Issues Guidance for Broker-Dealer Custody of Digital Assets

In a year-end change of course, the SEC identified the minimum steps that broker-dealers must take when acting as custodians of digital asset securities. On December 23, 2020, the US Securities and Exchange Commission (SEC)...more

Finders, Keepers: SEC Proposes Safe Harbor Framework for Unregistered Finders

The proposal would significantly impact finders by granting tailored exemptive relief to individuals engaging in limited capital raising activity. Key Points: ..The Proposal would provide a conditional exemption that...more

SEC Streamlines Rules for Over-the-Counter Equity Securities

The changes will have implications for the growing secondary market for non-listed securities. On September 16, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 15c2-11 (the amended Rule) of...more

The SEC Greenlights a Blockchain Settlement Service for Public Shares

The US agency has used a no-action letter to enable a sandbox-like approach to blockchain-based trade settlements. In what may be the first regulator-approved application of blockchain technology for the settlement of US...more

Meet Me at the Arcade: SEC Provides No-Action Relief for Ethereum-Based Gaming Token

The SEC issues second no-action letter for a digital token, but will “utility” token offerings reach the next level? Gamers, rejoice! In only its second no-action letter to date for digital tokens, the SEC cleared the way...more

Token Presale Agreements and the ConsenSys Automated Convertible Note

Latham & Watkins has collaborated with ConsenSys to launch the Automated Convertible Note to help startups raise capital using a traditional financing instrument with an eye toward a future distribution of tokens. In...more

SEC Charges “ICO Superstore” as Unregistered Broker-Dealer

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

Is the SEC’s Proposed “Best Interest” Standard for Broker-Dealers in Anyone’s Best Interest?

Proposal seeks to clarify and enhance obligations applicable to a broker-dealer’s retail customer interactions, but may raise more questions than answers. The Securities and Exchange Commission (SEC) proposed for public...more

SEC: Certain Initial Coin Offerings Are Securities Offerings

SEC’s investigative report sends clear message that virtual transactions using innovative technologies are subject to the application of securities laws. Introduction - On July 25, 2017, the US Securities and Exchange...more

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