News & Analysis as of

Securities Act of 1933

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Winstead PC

Requirements of a Form D Notice Filing

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As discussed in our previous article, “Raising Capital Through Private Placements Under Regulation D”, Regulation D provides exemptions to streamline capital raising and avoid the rigorous public disclosure requirements...more

Freiberger Haber LLP

Enforcement News: Affinity Fraud and Ponzi Schemes Never Get Old

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As readers of this Blog know, affinity fraud and Ponzi schemes often intersect because each reinforces the weaknesses of the other, creating a powerful and deceptive form of financial exploitation....more

Cooley LLP

Statement on Tokenized Securities

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On January 28, 2026, the staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets of the US Securities and Exchange Commission (collectively, the SEC staff)...more

Seward & Kissel LLP

SEC Guidance on Tokenization

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Who may be interested: Registered Investment Companies; Directors of Registered Investment Companies; Investment Advisers; Broker-Dealers; Lenders; Private Funds; Wealth Managers; and Public Companies. Quick Take: The...more

Cornerstone Research

Securities Class Action Filings 2025 Year in Review: Key Trends in Federal Filings

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There were 16 filings in the AI trend category in 2025, with 12 filings occurring in 2025 H1 but only four filings occurring in 2025 H2. Cryptocurrency-related filings slightly increased, while COVID-19-related filings fell...more

Cooley LLP

2026 Government Shutdown: What’s New, What’s Not

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On Saturday, January 31, funding lapsed for many government agencies – including the Securities and Exchange Commission. Unlike the government shutdown we experienced last fall, many folks expect the current shutdown to be...more

Seward & Kissel LLP

BlackRock’s Next Block: iShares Bitcoin Premium Income ETF

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BlackRock has filed a Form S-1 with the SEC to list the iShares Bitcoin Premium Income ETF (the “IBPI ETF”). The proposed IBPI ETF would manage a “covered-call” strategy on bitcoin exposure through BlackRock’s existing...more

Mayer Brown Free Writings + Perspectives

FINRA Moves to Broaden Private Placement Filing Exemption

On January 22, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change with the Securities and Exchange Commission (“SEC”) to amend FINRA Rule 5123, which governs member filings in...more

Mayer Brown Free Writings + Perspectives

More CDI Updates from the SEC, Including More Clarity on Integration Rules

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued not one, but two, sets of changes to their Compliance and Disclosure Interpretations (“CDIs”).  In this...more

Cornerstone Research

Securities Class Action Filings 2025 Year in Review: Executive Summary

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Filing activity in 2025 decreased relative to 2024, from 226 to 207 filings, largely driven by a decline in filing activity in 2025 H2. However, Disclosure Dollar Loss (DDL) was the highest on record, sharply increasing to...more

Ropes & Gray LLP

SEC Staff Updates Guidance on Proxies, Integration of Offerings, Regulation D Offerings, and Exchange and Tender Offers

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On January 23, 2026, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a series of interpretive guidance in the form of Compliance & Disclosure Interpretations (“C&DIs”)...more

McGuireWoods LLP

SEC Staff Clarifies That Federal Securities Laws Apply to Tokenized Securities

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SERC’ling Up is your resource for staying ahead in today’s fast-evolving financial landscape. This newsletter delivers perspectives on the latest enforcement trends, regulatory updates and high-stakes developments affecting...more

Latham & Watkins LLP

SEC Shutdown: FAQs About Removing the Delaying Amendment

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If the US Government shutdown drags on, market participants will start to ask what options are available to get pending deals across the finish line while the SEC is not able to declare registration statements effective....more

Katten Muchin Rosenman LLP

SEC Issues Guidance on Tokenized Securities

On January 28, the Securities and Exchange Commission's (SEC) Divisions of Corporation Finance, Investment Management, and Trading and Markets jointly released a joint statement on tokenized securities (Staff Statement). The...more

Lowenstein Sandler LLP

On-chain or Off-chain, Federal Securities Laws Remain Un-chain-ged.

Lowenstein Sandler LLP on

On Jan. 28, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets (collectively referred to as Staff), released a joint staff...more

Mayer Brown Free Writings + Perspectives

New and Revised CDIs on Proxy Rules, Exchange Offers and Tender Offers

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance revised a number of Compliance and Disclosure Interpretations (“CDIs”) and issued several new CDIs.  The revised CDIs span...more

Foley & Lardner LLP

SEC Still Pursuing Accounting Fraud

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The U.S. Securities and Exchange Commission (SEC) is still pursuing accounting fraud. Despite the reduction in staffing in 2025 and the accompanying sinking morale, the SEC enforcement staff continues to investigate and...more

Foley & Lardner LLP

SEC Enforcement Action against Former Spero Executives: Individual Liability for Misleading FDA-Related Disclosures

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On January 16, 2026, the Securities and Exchange Commission (SEC) instituted settled cease‑and‑desist proceedings against Ankit Mahadevia and Satyavrat Shukla, the former CEO and CFO of biopharmaceutical company Spero...more

Cooley LLP

Corp Fin Revamps a Slew of CDIs (Including Objecting to Voluntary Exempt Solicitations on Form PX14A6G)

Cooley LLP on

Last Friday, Corp Fin revised nine CDIs, issued eight new CDIs – and withdrew ten CDIs. A huge shout out to Cooley’s Justin Kisner for the analysis of the CDIs below that are related to the proxy season and deals;...more

Akin Gump Strauss Hauer & Feld LLP

SEC Enforcement Action Targets Insider Trading in the Pharmaceutical Industry

On December 22, 2025, the U.S. Securities and Exchange Commission (SEC) filed a complaint against several defendants for their roles in market manipulation schemes involving two pharmaceutical companies, Olema...more

Cozen O'Connor

Digital Asset Developments: SEC No-Action Relief for Tokenized Reward Program; NYSE Announces Tokenized Trading Platform

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The new year has started with important developments in the digital asset landscape, as the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE) take action towards integrating digital assets and...more

Winstead PC

Raising Capital Through Private Placements Under Regulation D

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When a company is looking to raise third-party capital, it will frequently sell equity in the form of securities issued by the company. The U.S. Securities Act of 1933 (as amended, the “Securities Act”) prohibits the sale of...more

Skadden, Arps, Slate, Meagher & Flom LLP

AI-Related Claims and Other Securities Litigation Trends to Watch

Securities class action filings remained elevated in 2025, signaling that robust activity will likely persist into 2026. According to economic and financial consulting company Cornerstone Research, through September 30, 2025,...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What You Need to Know - 2026 Edition

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The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Goodwin

Delaware Supreme Court Affirms Dismissal of Books and Records Lawsuit Against Tech Company, Requiring Strict Compliance With...

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On November 24, 2025, the Delaware Supreme Court affirmed dismissal of a books and records action, holding that stockholders failed to comply with the procedural “form and manner” requirements of Section 220 of the Delaware...more

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