News & Analysis as of

Securities Act of 1933 › Digital Assets › Token Sales

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 -
King & Spalding

Meme Coins: Collectibles, Not Securities.

King & Spalding on

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

SEC v. Ripple Decision Makes Waves in Digital Assets Enforcement

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On August 7, 2024, nearly four years after the SEC filed its complaint alleging Ripple sold XRP in unregistered securities transactions in violation of Section 5 of the Securities Act, the district court issued its final...more

A&O Shearman

SEC charges Impact Theory for unregistered offering of NFTs

A&O Shearman on

On August 28, 2023, the Securities and Exchange Commission (the “SEC”) charged Impact Theory, LLC (“Impact Theory”), a media and entertainment company headquartered in Los Angeles, with conducting an unregistered securities...more

Holland & Knight LLP

A Ripple of Doubt

Holland & Knight LLP on

Specifically, the SEC wants a change to persuade the U.S. Court of Appeals for the Second Circuit – now, not later – of its view that Torres got it wrong when she determined that the company's offer and sale of its XRP token...more

Willcox & Savage

Crypto and the SEC v. Ripple Labs, Inc. Decision: What Did the Court Actually Say?

Willcox & Savage on

Earlier this month, a federal trial court judge issued an opinion ruling on whether sales of a digital token, XRP, constituted a “security” for purposes of federal securities laws. Some headlines reporting the ruling have...more

Latham & Watkins LLP

SEC v. Ripple: A Tale of Two Token Transaction Types

Latham & Watkins LLP on

A bifurcated decision in a highly anticipated digital assets enforcement action may not provide the clarity that market participants want or need. On July 13, 2023, Judge Analisa Torres of the US District Court for the...more

Holland & Knight LLP

SEC v. Ripple: When a Security Is Not a Security

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In a monumental decision that will likely have substantial ramifications for crypto industry developers, securities practitioners, and millions of investors and token purchasers alike, on July 13, 2023, the U.S. District...more

DarrowEverett LLP

The Ripple Effect: SEC’s Battle Vs. Crypto Gains Some Clarity

DarrowEverett LLP on

The U.S. Securities and Exchange Commission (“SEC”) is paying considerable attention to the world of cryptocurrency (“crypto”). According to the SEC website, the SEC has brought more than 50 enforcement actions against crypto...more

Skadden, Arps, Slate, Meagher & Flom LLP

Ripple Labs : District Court Holds That Direct Digital Token Sales Constituted Investment Contracts Under Howey, but Other...

Skadden, Arps, Slate, Meagher & Flom LLP on

On July 13, 2023, Judge Torres of the U.S. District Court for the Southern District of New York issued a much-awaited summary judgment decision in SEC v. Ripple Labs, Inc., No. 1:20-cv-10832-AT-SN (S.D.N.Y. July 13, 2023),...more

Holland & Knight LLP

The SEC Lands First Blows Against Crypto Industry Titans

Holland & Knight LLP on

In a one-two punch earlier this month, the U.S. Securities and Exchange Commission (SEC) brought successive actions against two of the world's largest cryptocurrency exchanges – the first blows in what will likely be...more

Proskauer - The Capital Commitment

Three Critical Questions That Will (Hopefully) be Answered by the SEC’s Lawsuit against Ripple

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Late last year, the SEC filed a litigated action in the U.S. District Court for the Southern District of New York against Ripple Labs Inc. and two of its executive officers (collectively, “Ripple”), alleging that Ripple...more

Jones Day

Court Rules That Sales of Digital Tokens Were Illegal Unregistered Securities Offerings

Jones Day on

Federal court grants summary judgment to the SEC on its claim that sales of digital tokens constitute investment contracts under the Securities Act. On September 30, 2020, U.S. District Judge Alvin Hellerstein granted...more

Perkins Coie

Blockchain Week in Review - May 2020 #4

Perkins Coie on

U.S. Developments - BitClave Settles with SEC - On May 28, 2020 the Securities and Exchange Commission (the “SEC”) announced that a settlement has been reached with BitClave PTE Ltd. (“BitClave”) relating to BitClave’s 2017...more

Wilson Sonsini Goodrich & Rosati

Key Takeaways from the Telegram Decision

Wilson Sonsini Goodrich & Rosati on

The Securities and Exchange Commission ("SEC") recently won a high-profile victory when a federal court held that there is a substantial likelihood that the SEC will prevail at trial in proving that "Grams"—the digital asset...more

Latham & Watkins LLP

2019 Digital Asset Regulatory Look Back (US Edition)

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It was a year filled with tantalizing tidbits and many loose ends. 2019 marked the 10th year since blockchain technology was released into the wild by its still unknown inventor, Satoshi Nakamoto, who mined the first bitcoin...more

Perkins Coie

Blockchain Week in Review - December 2019

Perkins Coie on

U.S. Legislation - U.S. House Bill Seeks Classification of “Managed Stablecoins” as “Securities” - Texas Representative Sylvia Garcia introduced legislation in the U.S. House of Representatives that would amend the...more

Latham & Watkins LLP

The Yellow Brick Road for Consumer Tokens: The Path to SEC and CFTC Compliance - An Update

Latham & Watkins LLP on

Developing a framework for consumer tokens - With the rapid growth in the development of blockchain technology, virtual currencies and token sales (sometimes referred to as initial coin offerings, or ICOs), token...more

Wilson Sonsini Goodrich & Rosati

A Question To The SEC After The Block.One Settlement: Has The Sec Decided To Be Less Aggressive In Sanctioning Violations By...

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Until September 30, 2019, Securities and Exchange Commission (“SEC”) enforcement actions in the crypto industry conveyed a consistent message: most crypto is a security, and if a token issuer does not follow the registration...more

Wilson Sonsini Goodrich & Rosati

Conducting a Token Offering Under Regulation A

Wilson Sonsini Goodrich & Rosati on

This white paper discusses considerations related to conducting a token offering under Regulation A under the Securities Act of 1933 (the “Securities Act”). The benefit of this strategy is that it can allow broad...more

Proskauer - Blockchain and the Law

Blockstack Announces SEC Filing for $50 Million Regulation A Token Offering

Proskauer - Blockchain and the Law on

On April 11, Blockstack Token LLC (“Blockstack”) filed a preliminary offering circular with the SEC for a $50 million token offering under Regulation A of the Securities Act. The offering circular is now under review with the...more

Troutman Pepper Locke

Token Taxonomy Act – Exempting Digital Tokens from U.S. Securities Laws

Troutman Pepper Locke on

On April 10, 2019, U.S. Representatives Warren Davidson (R-OH) and Darren Soto (D-FL) reintroduced the Token Taxonomy Act (“TTA”) in the effort to amend the Securities Act of 1933 and the Securities Exchange Act of 1934 to...more

Perkins Coie

Takeaways on the Regulation of Crypto Assets from Late 2018 Comments of Several SEC Officials

Perkins Coie on

On Wednesday, December 12, 2018, the D.C. Bar hosted a panel to discuss current developments in the world of crypto. Among the panelists were two senior SEC officers: Jonathan Ingram, Deputy Chief Counsel, Division of...more

Goodwin

SEC Issues Guidance Regarding Application Of Securities Laws to Blockchain Technologies

Goodwin on

On November 16, 2018, the Divisions of Corporation Finance, Investment Management, and Trading and Markets of the U.S. Securities and Exchange Commission (“SEC”) issued a Statement on Digital Asset Securities Issuance and...more

Sheppard Mullin Richter & Hampton LLP

Recent Development in Regulatory Enforcement of Digital Securities

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In a flurry of activity and confluence of developments, the SEC, FINRA and a Brooklyn federal judge have commenced actions and made rulings that continue to define the regulatory framework and obligations surrounding the sale...more

A&O Shearman

Senior SEC Official Clarifies Whether and When Digital Assets Are Securities

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When assessing whether a digital asset is a security, the key question to ask is whether a third party is driving the expectation of a return, says a senior Securities and Exchange Commission (SEC) official....more

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