News & Analysis as of September 19, 2024

Securities Act of 1933 › Registration Requirement

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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 -

Litigation developments: federal forum provisions

RILA revolution: SEC adopts tailored registration framework for RILAs and MVAs

Eversheds Sutherland (US) LLP on 7/29/2024

On July 1, 2024, the Securities and Exchange Commission (SEC) adopted rule and form amendments to provide a tailored registration framework for registered index-linked annuities (RILAs) and registered market value adjustment...more

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

Fenwick & West LLP on 7/5/2024

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

House Passes FIT21 – What does it say, and what does it mean for digital asset providers?

King & Spalding on 6/12/2024

On, May 22, 2024, the U.S. House of Representatives passed H.R. 4763, Financial Innovation for Technology for the 21st Century Act (“FIT21”). The legislation was touted by the House Financial Services Committee’s Chairman,...more

Tokenized Real-World Assets: Pathways to SEC Registration

Fenwick & West LLP on 5/10/2024

Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...more

A Summary and Early Analysis of SEC Final SPAC Rules

Holland & Knight LLP on 2/8/2024

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

The SEC’s Sudden Impact on NFTs!

Sheppard Mullin Richter & Hampton LLP on 9/11/2023

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

Continuing a Company from One Country to Another Country Without U.S. Registration or Exemption Triggers Shareholder Rescission...

Dorsey & Whitney LLP on 8/12/2022

In Canada it’s considered no big deal to ask shareholders to approve a continuance or redomicile of a company from one province to another, or between Canadian provincial and federal jurisdictions. That’s also largely...more

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

Goodwin on 3/14/2022

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more

Disgorgement Continues at the SEC

Proskauer - Corporate Defense and Disputes on 10/20/2021

On October 12, 2021, the Fifth Circuit Court of Appeals upheld a disgorgement order issued by the SEC, in—according to the opinion— the first appellate ruling on the topic since the Supreme Court’s 2020 decision in Liu v....more

What’s the Deal? article on Section 3(a)(2) bank note programs

Mayer Brown Free Writings + Perspectives on 9/1/2021

Here’s the deal:  Section 3(a)(2) bank note programs are medium-term note programs with a “bank” as the issuer  The issuer must be a “bank,” as defined in Section 3(a)(2) of the Securities Act  Bank note...more

SEC Revises Integration Framework And Its Associated Safe Harbors

Husch Blackwell LLP on 6/24/2021

The Securities and Exchange Commission (SEC) recently published extensive rules to modernize the private placement framework of the federal securities laws. On March 15, 2021, the Final Rules became effective. The SEC goal...more

New York Drags Its Securities Filings Into the 21st Century

Manatt, Phelps & Phillips, LLP on 12/15/2020

New rules will simplify the notice filing process for private placements by requiring filings be made on a Form D via the North American Securities Administrators Association multistate Electronic Filing Depository,...more

On the right track: Securities & Exchange Commission adopts rules to streamline private offering exemptions

Eversheds Sutherland (US) LLP on 12/2/2020

On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...more

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

Mintz - Securities & Capital Markets... on 11/13/2020

On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more

Raising Capital Through Private Placements: Rule 506(b) vs. Rule 506(c) Offerings

Manatt, Phelps & Phillips, LLP on 10/26/2020

Startups, and particularly first-time founders, typically find that raising funds is a significant, challenging and time-consuming process. There are many ways a founder can secure funding, including crowdfunding,...more

SEC Proposes Conditional Broker Registration Exemptions for 'Finders'

Nelson Mullins Riley & Scarborough LLP on 10/23/2020

Earlier this month, the SEC proposed an order that would exempt “Finders” — individuals who connect private issuers with accredited investors — from federal broker registration requirements, provided that certain conditions...more

SEC’s Proposed Broker-Dealer Exemption May Apply to “Finders” for Municipal Securities

Mintz - Public Finance Viewpoints on 10/14/2020

Today, the SEC published in the Federal Register a proposed notice of an exemptive order (the “Proposal”) that would, subject to limitations and conditions discussed below, exempt certain individuals seeking to find investors...more

SEC Enforcement on Common and Collective Trusts Catches Many by Surprise

Groom Law Group, Chartered on 10/8/2020

On October 1, 2020, the Securities and Exchange Commission (“SEC”) made substantial waves when it published a Cease and Desist Order (“Cease and Desist Order”) regarding the Great Plains Trust Company (“GPT”) that primarily...more

SEC Amends “Accredited Investor” Definition

Troutman Pepper on 8/28/2020

On August 26, the U.S. Securities and Exchange Commission (SEC) adopted amendments expanding the definition of “accredited investor” to allow additional categories of investors to invest in unregistered private offerings. The...more

Issuers of Digital Securities May Benefit from Proposed Changes to Regulation A

Proskauer - Blockchain and the Law on 6/1/2020

In March, the Securities and Exchange Commission (SEC) announced proposed rule amendments to “harmonize, simplify, and improve the exempt offering framework to promote capital formation and expand investment opportunities...more

SEC Adopts Rules to Relax Registration, Communications and Offering Requirements for Business Development Companies and Registered...

Dechert LLP on 4/25/2020

The U.S. Securities and Exchange Commission on April 8, 2020 adopted a package of reforms to the securities registration, offering and communications requirements under the Securities Act of 1933 applicable to business...more

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Securities Act of 1933 › Registration Requirement

RILA revolution: SEC adopts tailored registration framework for RILAs and MVAs

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

House Passes FIT21 – What does it say, and what does it mean for digital asset providers?

Tokenized Real-World Assets: Pathways to SEC Registration

A Summary and Early Analysis of SEC Final SPAC Rules

The SEC’s Sudden Impact on NFTs!

Continuing a Company from One Country to Another Country Without U.S. Registration or Exemption Triggers Shareholder Rescission...

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

Disgorgement Continues at the SEC

What’s the Deal? article on Section 3(a)(2) bank note programs

SEC Revises Integration Framework And Its Associated Safe Harbors

New York Drags Its Securities Filings Into the 21st Century

On the right track: Securities & Exchange Commission adopts rules to streamline private offering exemptions

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

Raising Capital Through Private Placements: Rule 506(b) vs. Rule 506(c) Offerings

SEC Proposes Conditional Broker Registration Exemptions for 'Finders'

SEC’s Proposed Broker-Dealer Exemption May Apply to “Finders” for Municipal Securities

SEC Enforcement on Common and Collective Trusts Catches Many by Surprise

SEC Amends “Accredited Investor” Definition

Issuers of Digital Securities May Benefit from Proposed Changes to Regulation A

SEC Adopts Rules to Relax Registration, Communications and Offering Requirements for Business Development Companies and Registered...

SEC Commissioner Peirce Proposes Safe Harbor for Blockchain Developers

SEC Settles with BCOT on Alleged Violations of the Securities Act

Direct Listings: Capital Liquidity, Liability and D&O Insurance Coverage Considerations

Crypto and the Regulators: Will the Revolution Get Rules?

Securities Act of 1933 › Registration Requirement

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