Blue Sky Laws: Defending State-Level Securities Violations
Despite the enactment of the National Securities Market Improvement Act (“NSMIA”) in 1996, which aimed to create more uniform regulation of securities at the federal level, recent developments in Missouri suggest this...more
We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more
On March 8, 2024, the United States Court of Appeals for the Second Circuit reversed a trial court decision dismissing a putative securities class action brought by purchasers of crypto assets against an international crypto...more
On March 8, 2024, the U.S. Court of Appeals for the Second Circuit reversed and remanded a District Court decision that dismissed all claims by plaintiff crypto investors against Binance, an international electronic exchange...more
On August 24, 2023, the U.S. Court of Appeals for the Second Circuit rendered its decision in Marc S. Kirschner v. JP Morgan Chase Bank, N.A., et al. At issue in the case was whether promissory notes issued in connection with...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
On August 24, 2023, the United States Court of Appeals for the Second Circuit affirmed a decision by the United States District Court for the Southern District of New York dismissing claims brought under state securities laws...more
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
The past few years have seen dramatic shifts for mergers and acquisitions involving automotive dealerships. It has been estimated that approximately 3% of dealerships undergo a change of ownership in an average year...more
Part of the challenge for municipal bond issuers in determining their obligations under Blue Sky laws lies in properly characterizing the nature of the underlying securities. What if, for instance, municipal bonds include...more
This Memorandum is intended to remind you of certain U.S. annual requirements that may be applicable to your business and is divided into five sections. All investment advisers (whether or not registered with the Securities...more
When it comes to the proper application of Blue Sky laws relating to the issuance of municipal securities, interpretations matter. And so does a sense of history, given evolutions in various related state and federal...more
As we have seen in our series of articles on Blue Sky Laws, a lack of uniformity (and sometimes a lack of guidance) presents challenges in properly interpreting regulations governing the issuance of municipal bonds. ...more
This article continues our series of content on Blue Sky laws. With subtle but important differences in each state, and sharply divided opinions on interpretation, the nuances of blue sky laws are as varied and unique as...more
Securities laws vary by state and typically require issuers to register their offerings and provide financial details of the deal and the entities involved. Blue Sky laws are anti-fraud security statutes that can be...more
Blue Sky laws are anti-fraud security statutes that can be found in all 50 states in the United States. Most states adopted some variation of a uniform Securities Act back in the 1950s, with the earliest of these adopted in...more
The United States represents a large source of potential capitalthat non-U.S. fund managers often find impossible to ignore. To assist non-U.S. fund managers, we have prepared a checklist that sets out key considerations for...more
We conclude our series exploring the lack of uniformity – and sometimes lack of guidance – that makes it challenging to interpret state Blue Sky laws. Today’s example addresses the exclusion from the use of the municipal...more
We continue our series exploring the lack of uniformity – and sometimes lack of guidance – that makes it challenging to interpret state Blue Sky laws. Today’s example addresses the exclusion from the use of the municipal...more
This is the first of a series which will highlight the finer points of state Blue Sky Laws – and what to keep in mind if you are planning to prepare a Blue Sky Survey for a municipal bond transaction....more
Though their name implies perfect clarity, Blue Sky Laws are notoriously unclear, especially when it comes to each state's unique set of requirements. The ambiguity plaguing Blue Sky Laws arises from a lack of authority and...more
Thanks to everyone who joined Part One of Bailey Glasser’s two-part raising capital webinar series with lawyers Michael de León Hawthorne and Carlos Duque. Part One of the webinar featured raising capital questions and...more
The sale of securities associated with a cannabis company are subject to the same legal requirements as those of a company in any other industry, and compliance with these is more important due to higher regulatory scrutiny....more
An initial public offering (IPO) is a crucial time in the life of a company and its stakeholders. Initial investors, employees, and executives can profit from the public listing, and the company can raise additional capital....more