News & Analysis as of

Securities Act of 1933 Cryptocurrency

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 -
A&O Shearman

SEC staff takes a position on the security status of USD-backed stablecoins

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On April 4, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a statement concluding that a narrow class of USD-backed, fully reserved, non-yield-bearing stablecoins (“Covered Stablecoins”) do...more

Allen Matkins

Can Investors Themselves Be Liable For A Failure To Register The Offer And Sale Of Securities?

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Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements.  Because the statute refers to sellers, it seems unlikely...more

Dechert LLP

SEC Staff Issues Statement on Proof-of-Work Crypto Mining Activities

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The Staff of the SEC's Division of Corporation Finance issued a statement clarifying that mining crypto assets on proof-of-work networks does not involve the offer and sale of securities and does not require registration with...more

Lowenstein Sandler LLP

SEC Greenlights Proof-of-Work Mining

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The Division’s statement specifically addresses the mining of crypto assets that are intrinsically linked to the programmatic functioning of a public, permissionless network. These assets, referred to by the Division as...more

A&O Shearman

Southern District Of New York Denies Digital Asset Trading Company’s Motion For Judgment On The Pleadings

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On February 7, 2025, Judge Paul A. Engelmayer of the United States District Court for the Southern District of New York denied a motion for judgment on the pleadings in a putative class action against a cryptocurrency...more

Dechert LLP

SEC’s Division of Corporation Finance Clarifies Stance on Meme Coins

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The SEC's Division of Corporation Finance has clarified that meme coins are not considered securities under federal securities laws, and that transactions involving meme coins do not require SEC registration. Meme coins,...more

King & Spalding

Meme Coins: Collectibles, Not Securities.

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On February 27, 2025, the Securities and Exchange Commission’s Division of Corporation Finance (“CorpFin”) issued a Staff Statement announcing its view that meme coin transactions do not involve the offer and sale of...more

Fenwick & West LLP

Looking Under the Hood of $TRUMP’s Legal Strategy

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On Friday, January 17, 2024, President Donald J. Trump announced the launch of the $TRUMP memecoin, which was organized and sold by CIC Digital, an affiliate of the Trump Organization. Within 60 hours, $TRUMP reportedly...more

Davis Wright Tremaine LLP

Samuels v. Lido DAO: A Potential New Frontier for Liability in the Cryptocurrency Space

A recent order handed down by U.S. District Judge Vince Chhabria of the Northern District of California could be a new source of concern for digital asset entrepreneurs and the venture capital firms that invest in and support...more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Orrick, Herrington & Sutcliffe LLP

Crypto exchange files complaint against SEC for “de facto” rule

On October 8, a crypto exchange company filed a complaint against the SEC in the U.S. District Court for the Eastern Division of Texas, Tyler Division, seeking declaratory and injunctive relief to prevent the SEC from...more

Allen Matkins

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

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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

Farella Braun + Martel LLP

Howey Test for Crypto Asset Transactions Analyzed in Recent Denial of Kraken's Motion to Dismiss in ND California

In a recent decision in SEC v. Payward, Inc. (d/b/a “Kraken”), Judge Orrick of the Northern District of California denied Kraken's motion to dismiss the SEC's suit against it. In its complaint, the SEC alleges that Kraken...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for August 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s case against crypto firm Kraken is permitted to...more

A&O Shearman

Western District Of Texas Dismisses Putative Securities Class Action Against Cryptocurrency Exchange For Lack Of Personal...

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On September 6, 2024, Judge Robert Pitman of the United States District Court for the Western District of Texas dismissed a putative securities class action against a family of corporations (“Corporate Defendants”) that,...more

Dechert LLP

Securities and Derivative Litigation: Quarterly Update - September 2024

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Highlight the Third Circuit’s adoption of the de novo standard of review in evaluating appeals of derivative litigation demand-futility decisions; Explore the Sixth Circuit’s recognition of the applicability of the...more

BakerHostetler

Ripple Case Reaches Final Judgment as Digital Assets Law Continues to Evolve

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On Aug. 7, the U.S. District Court for the Southern District of New York issued its judgment in U.S. Securities and Exchange Commission v. Ripple Labs, Inc., marking the end of district court- level proceedings in the highly...more

Cornerstone Research

Securities Class Action Filings: 2024 Midyear Assessment

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The number of securities class action filings increased in the first half of 2024 relative to the second half of 2023, according to a report released today by Cornerstone Research and the Stanford Law School Securities Class...more

Troutman Pepper Locke

SEC Approves Spot Ether ETFs

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On July 22, 2024, the Securities and Exchange Commission (SEC) declared nine registration statements effective under the Securities Act of 1933 for spot Ether ETFs, clearing the way for the ETFs to begin trading on July 23....more

Cozen O'Connor

Republican AGs Pen Amicus Challenging SEC’s Authority to Regulate Crypto

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A group of 7 Republican AGs filed an amicus brief with the U.S. District Court for the Northern District of Texas in a litigation between the SEC and a company in the cryptocurrency space, arguing that the SEC does not have...more

Fenwick & West LLP

SEC v. Binance: Court Decides Majority of Claims Can Proceed but Expresses Skepticism of SEC’s Application of Law to the...

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Of particular importance for the crypto industry, the opinion analyzes the SEC’s allegations that Binance and BAM offered and sold various tokens and programs to investors as investment contracts without registering them with...more

BakerHostetler

Weekly Blockchain Blog - March 2024 #2

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Financial Institutions Add Bitcoin ETFs, Crypto Product Integrations Continue - According to recent reports, two major U.S. financial institutions have begun offering spot bitcoin exchange-traded funds (ETFs) to their...more

Cornerstone Research

Securities Class Action Filings 2023 Year in Review: Key Trends in Federal and State Filings

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In 2023, MDL was the second highest on record while DDL decreased by 46%. The combined number of federal Section 11 and state 1933 Act filings fell to the lowest level in the last 10 years. The share of core federal filings...more

Jones Day

2023 Securities Litigation Year in Review

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During 2023, securities lawsuit filings rose for the first time in four years. Settlements declined last year; there were nine mega-settlements of more than $100 million, including a $1 billion settlement. Case filings...more

Sheppard Mullin Richter & Hampton LLP

Crypto Platform Settles SEC and State Regulator Charges over Interest Bearing Feature on Customer Accounts

On February 7, a Florida-based cryptocurrency company agreed to settle charges brought by the SEC and the California Department of Financial Protection and Innovation alleging that, an interest-earning feature offered on the...more

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