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Securities Act of 1933 › Disclosure Requirements › Investors

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 -
Adler Pollock & Sheehan P.C.

Do Your Assets Include Unregistered Securities? This Asset Class Requires Special Planning

Adler Pollock & Sheehan P.C. on

When it comes to estate planning, addressing all your assets should be a priority. However, certain assets require greater attention than others. For example, if your assets include unregistered securities, such as restricted...more

Holland & Knight LLP

A Summary and Early Analysis of SEC Final SPAC Rules

Holland & Knight LLP on

By vote of 3 to 2, the U.S. Securities and Exchange Commission (SEC or Commission) on Jan. 24, 2024, adopted new rules and amendments (SPAC Rules) pertaining to special purpose acquisition companies (SPACs), with the stated...more

White & Case LLP

The SEC’s Charges Against SolarWinds and its Chief Information Security Officer Provide Important Cybersecurity Lessons for Public...

White & Case LLP on

On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more

Freiberger Haber LLP

Securities Act Claims Dismissed as Time-Barred and Otherwise Insufficient

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On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...more

Mintz - Securities Litigation Viewpoints

Will a Half-Victory for Ripple Labs Create a Wave of Good News for Digital Asset Exchanges?

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On July 13, 2023, a New York federal judge issued a landmark split decision in the SEC v. Ripple Labs case that takes a step toward answering one of the biggest questions in the digital asset space: whether cryptocurrency...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for December 2022

Morrison & Foerster LLP on

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Enforcement and Standardization of Climate-Related Disclosures for Investors/Securities and Exchange Commission Proposed Rule:...

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The National Waste & Recycling Association (“NWRA”) submitted comments to the United States Securities and Exchange Commission (“SEC”) addressing its proposed rule titled: Enhancement and Standardization of...more

McCarter & English, LLP

SEC Proposes Amendments to Rules Affecting SPACs

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The commissioners of the SEC have proposed new rules and amendments that would require greater disclosures from special-purpose acquisition companies (SPACs). The proposed rules were made in reaction to concerns over the...more

Goodwin

SEC Proposes Rule Amendments Requiring Climate — Related Disclosures

Goodwin on

SEC Proposes Rule Amendments Requiring Climate-Related Disclosures; Southern District of New York Dismisses Securities Fraud Claims Against U.S. Stock Exchanges for Lack of Standing; Southern District of New York Dismisses...more

Allen Matkins

Why Does The SEC Staff Forbid Accurate Statements?

Allen Matkins on

Item 601(b)(5)(i) of Regulation S-K requires that all filings under the Securities Act of 1933 include as an exhibit an opinion of counsel regarding the legality of the securities being registered, indicating whether they...more

Butler Snow LLP

Failure to Update Budget Projections in Bond Offering Prompts the SEC to Charge the School District and the CFO with Misleading...

Butler Snow LLP on

On September 16, 2021, the Securities and Exchange Commission (the “SEC”) charged Sweetwater Union High School District, a San Diego County School District (the “District”) and its former Chief Financial Officer (the “CFO”),...more

Winstead PC

Steven Seagal is not “Above the Law” in Crypto Scalping Case

Winstead PC on

Hollywood martial arts sensei Steven Seagal was recently karate-chopped by the SEC for his alleged undisclosed payments for Twitter-touting a security that was being offered and sold in an initial coin offering. In a settled...more

White & Case LLP

Private Placements in Europe: Mapping the alternatives

White & Case LLP on

European Leveraged Finance Client Alert Series: Issue 7 - The term "private placement", while having a relatively settled meaning in US financings, can have a variety of meanings in Europe. White & Case's European...more

King & Spalding

SEC Chairman Calls for Legal Bulletin on EMMA Disclosures

King & Spalding on

Is information posted on EMMA subject to greater scrutiny under the antifraud provisions of the federal securities laws than when posted only on an issuer’s website?...more

Bass, Berry & Sims PLC

Celebrities Beware: Your Newest #1 Fan May Be the SEC

Bass, Berry & Sims PLC on

The personal problems of celebrities are often widely publicized. An overlooked beneficiary of such publicity can be the Securities and Exchange Commission (SEC). News of an SEC enforcement action involving a celebrity...more

Orrick - Finance 20/20

SEC Proposed Disclosure Improvements for Variable Annuities and Variable Life Insurance Contracts

Orrick - Finance 20/20 on

On October 30, the Securities Exchange Commission (“SEC“) announced it voted to propose rule changes intended to improve disclosure for investors about variable annuities and variable life insurance contracts. Such...more

Vedder Price

Investment Services Regulatory Update - July 2018

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - PROPOSED RULES - SEC Proposes New Rule to Permit Certain ETFs to Operate Without an Exemptive Order - On June 28, 2018, the SEC issued a proposed new rule under the...more

Mayer Brown Free Writings + Perspectives

Social Media Compliance Guide For Issuers, Broker-Dealers, And Advisers

Mayer Brown Free Writings + Perspectives on

[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more

WilmerHale

Legal Considerations in Pre-IPO Crossover Financings

WilmerHale on

An increasingly common financing strategy for companies expecting to conduct an initial public offering (IPO), particularly in the life sciences space, is to conduct a ‘‘crossover’’ financing shortly prior to the IPO....more

Skadden, Arps, Slate, Meagher & Flom LLP

Second Circuit Sets Standard for Disclosure of Interim Financial Results in Offering Documents

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On June 21, 2017, the U.S. Court of Appeals for the Second Circuit issued a decision of first impression that sets the standard for determining whether to disclose interim financial documents in a prospectus. In addition, the...more

Morrison & Foerster LLP - JOBS Act

Exhibit Hyperlinks and HTML Format

Morrison & Foerster LLP - JOBS Act on

On March 1, 2017, the Securities and Exchange Commission (the “Commission”) adopted amendments that require that registrants that file registration statements under the Securities Act of 1933 (the “Securities Act”) and the...more

Troutman Pepper

Crowdfunding Regulations

Troutman Pepper on

On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more

Ballard Spahr LLP

SEC Issues Final Rule on Crowdfunding, Proposes Amendments to Existing Rules to Facilitate Small Business Capital Raising

Ballard Spahr LLP on

Last week, the U.S. Securities and Exchange Commission (SEC) adopted the final rule permitting crowdfunding, permitting investors to purchase securities over the Internet using a crowdfunding exchange, on October 30, 2015....more

Goulston & Storrs PC

What's Market? Update: Securities

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Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more

Holland & Knight LLP

SEC Approves Final Rules for Pay Ratio Disclosure

Holland & Knight LLP on

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

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