News & Analysis as of

Securities Act of 1933 Non-Fungible Tokens (NFTs)

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

Florida District Court Pares Claims In Putative Class Action Against NFT Companies And Their Celebrity Promoter

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On August 16, 2024, Judge Federico A. Morena of the United States District Court for the Southern District of Florida granted in part and denied in part a motion to dismiss a putative class action asserting claims under...more

BakerHostetler

Weekly Blockchain Blog - March 2024 #2

BakerHostetler on

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

Farrell Fritz, P.C.

SEC’s First Two NFT Enforcement Actions Cast Shadow of Ambiguity

Farrell Fritz, P.C. on

The Securities and Exchange Commission recently brought its first two enforcement actions against issuers of non-fungible tokens (NFTs), resulting in cease-and-desist orders, penalties and other remedies, finding that the...more

Seward & Kissel LLP

Herding a Bunch of Stoned Cats

Seward & Kissel LLP on

On Sept 13, 2023, for its second non-fungible token (NFT) related enforcement action, the SEC issued a settled Order against Stoner Cats 2, LLC (“SC2”) for SC2’s offer and sale of 10,320 NFTs linked to images of characters...more

Wilson Sonsini Goodrich & Rosati

Not So NFTy: What the Impact Theory and Stoner Cats Enforcement Actions Could Mean for NFTs

The U.S. Securities and Exchange Commission (SEC) recently announced charges against and settlements with two NFT issuers for allegedly conducting illegally unregistered offers and sales of securities in the form of...more

ArentFox Schiff

Brace for Impact: SEC Takes Action Against Impact Theory, LLC

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On August 28, 2023, the US Securities and Exchange Commission (SEC) charged media and entertainment company, Impact Theory, LLC, with violating the Securities Act of 1933 by making an unregistered offering of securities in...more

Sheppard Mullin Richter & Hampton LLP

The SEC’s Sudden Impact on NFTs!

On August 28, 2023, the Securities and Exchange Commission (“SEC”) instituted cease-and-desist proceedings under Section 8A of the Securities Act against Impact Theory, a Los Angeles media and entertainment company, alleging...more

A&O Shearman

SEC charges Impact Theory for unregistered offering of NFTs

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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

Latham & Watkins LLP

SEC Targets NFTs as Securities for the First Time

Latham & Watkins LLP on

In its first enforcement action involving NFTs, the SEC focused on issuer marketing that promised outsized returns on investment and platform building. On August 28, 2023, the Securities and Exchange Commission (SEC) issued a...more

ArentFox Schiff

Crypto Anti-Touting Lawsuits: Celebrity Settlements with SEC Following Alleged Failures to Disclose Payment for Promotion of...

ArentFox Schiff on

On August 4, 2023, celebrity singer Austin Mahone entered into a settlement agreement with the US Securities and Exchange Commission (SEC) after being sued in the US District Court for the Southern District of New York (SDNY)...more

Foley & Lardner LLP

SEC vs. Ripple: Reading the NFTea Leaves

Foley & Lardner LLP on

Judge Analisa Torres has now told the world that whether a cryptocurrency token is involved in an investment contract and therefore a security depends on how it is sold - i.e., is the nature and specifics of that sale...more

BakerHostetler

U.S. District Court Signals That In Certain Cases, NFTs May Qualify as Securities

BakerHostetler on

Dapper Labs was founded in 2018 shortly after the debut of its first NFT collection, “CryptoKitties,” which was so successful it created a bottleneck of transactions on the decentralized Ethereum Network. Seeking faster...more

Skadden, Arps, Slate, Meagher & Flom LLP

Suit Alleging NBA ‘Top Shot’ NFTs Were Securities Survives Motion To Dismiss

On February 22, 2023, Judge Victor Marrero of the U.S. District Court for the Southern District of New York issued an order in Friel v. Dapper Labs, Inc., denying Dapper Labs and its CEO’s motion to dismiss a putative...more

A&O Shearman

Southern District Of New York Declines To Dismiss Putative Class Action Against Blockchain Technology Company, Holding That...

A&O Shearman on

On February 22, 2023, Judge Victor Marrero of the United States District Court for the Southern District of New York declined to dismiss a putative class action asserting claims under the Securities Act of 1933 against a...more

ArentFox Schiff

Metaverse, Blockchain & Digital Assets: 10 Legal Challenges for Companies in 2023

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With the start of the new year, the ArentFox Schiff Metaverse Industry team reviews 10 of the most pressing legal issues for companies in 2023....more

Allen Matkins

James Joyce Meets Cryptoassets

Allen Matkins on

In a recent post on the Harvard Law School Forum on Corporate Governance, Jai Massari discusses a new paper that argues  fungible cryptoassets are not securities under existing U.S. federal securities laws while initial coin...more

Barnea Jaffa Lande & Co.

First US Indictment for NFT Insider Trading Offenses

A few days ago, the SEC has charged a former employee of OpenSea (the largest NFT marketplace) In the first-ever digital asset indictment. SEC charged him with wire fraud and money laundering in connection with a scheme to...more

King & Spalding

Not Your Standard Orange Grove: Non-Fungible Tokens & Securities Laws

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With offerings across a growing number of online platforms and increased trading volume, NFT issuers, promoters, and buyers should consider the legal and regulatory implications relating to NFTs and federal securities laws. ...more

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