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Securities Act of 1933 › Reporting Requirements

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 -
Eversheds Sutherland (US) LLP

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

Eversheds Sutherland (US) LLP on

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

DarrowEverett LLP

The Heat Is On SEC’s Climate-Related Disclosure Rules

DarrowEverett LLP on

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more

Seward & Kissel LLP

SEC Adopts Climate-Related Disclosure Regulations

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On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change.  The new rules, which the SEC originally proposed in March 2022,...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Climate Rules

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The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2024

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

Lowenstein Sandler LLP

The SEC Cybersecurity Rules Are Now Effective: What You Need to Know and Do Now

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The Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies (the “Cybersecurity Rules”), which the Securities and Exchange Commission (SEC) had adopted earlier this year,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - November 2023

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...SEC Adopts Amendments to Fund Names Rule - On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well...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

Foley & Lardner LLP

SEC Adopts Final Rules Mandating Compensation Clawback Policies

Foley & Lardner LLP on

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more

Goodwin

SEC Enforcement Broadens Its Crypto Focus

Goodwin on

On May 6, 2022, the U.S. Securities and Exchange Commission announced that it settled charges against NVIDIA Corporation alleging that the company’s disclosures regarding the impacts of increased use of its gaming products by...more

Pillsbury Winthrop Shaw Pittman LLP

U.S. Capital Markets Regulations Affecting U.S. Companies

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Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Moves to Modernize Framework for Securities Offerings and Sales to Workers

Pillsbury Winthrop Shaw Pittman LLP on

The SEC takes a highly anticipated first step toward updating Rule 701 and Form S-8 - Amendments to Rule 701 would increase the cap on exempt offerings and ease disclosure burdens. Revisions to Form S-8 would permit...more

BCLP

SEC Shows no Goodwill for Issuer

BCLP on

The SEC sued Sequential Brands on December 11 in Manhattan federal court, alleging that it failed to accurately calculate and disclose impairments to its goodwill in 2016 and early 2017. According to the Complaint, this...more

Morrison & Foerster LLP

U.S. SEC Staff Issues Guidance Regarding On-Going Exchange Act Reporting And Registered Securities Offerings In Light Of COVID-19

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On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more

Goodwin

SEC Deems Digital-Currency Investment Vehicle a Reporting Company

Goodwin on

On January 21, 2020, Grayscale Bitcoin Trust (the “Trust”) became the first digital currency investment vehicle to attain the status of an SEC reporting company. The Trust’s sponsor, Grayscale Investments, LLC (“Grayscale”),...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

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest Featuring Articles on FINRA TRACE Reporting Obligations and FCA Guidance on Cryptoassets

Katten Muchin Rosenman LLP on

BROKER-DEALER - FINRA Proposes to Ease Restrictions on Initial Equity Public Offerings and New Issues - The Financial Industry Regulatory Authority (FINRA) is proposing to amend its Rule 5130 and Rule 5131 to ease ...more

Vedder Price

SEC Proposes Closed-End Fund Offering Reform

Vedder Price on

On March 20, 2019, the U.S. Securities and Exchange Commission (“SEC”) proposed a series of reforms to the registration and offering processes for registered closed-end investment companies (“Registered CEFs”). The proposal...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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Securities Offering Reforms for Business Development Companies and Registered Closed-End Investment Companies

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On March 20, 2019, the Securities and Exchange Commission (SEC) voted to propose a series of rule and form amendments, as directed by Congress under the Small Business Credit Availability Act (SBCA) and the Economic Growth,...more

Sheppard Mullin Richter & Hampton LLP

Regulation A May Prove Useful Alternative to Form S-4 Registration for Public Companies Doing Smaller M&A Deals

Sheppard Mullin Richter & Hampton LLP on

Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more

Stinson - Corporate & Securities Law Blog

Treasury Issues Plan to Streamline Capital Markets Regulation

Stinson - Corporate & Securities Law Blog on

Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more

Latham & Watkins LLP

US IPO Guide 2016 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Stinson - Corporate & Securities Law Blog

SEC Finalizes Rules Implementing JOBS Act and FAST Act Provisions Concerning Exchange Act Registration Thresholds

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On May 3, 2016, the SEC adopted final rules regarding reporting obligation thresholds under the Securities Exchange Act of 1934 mandated by the JOBS Act and the securities provisions of the FAST Act. The rules become...more

Morrison & Foerster LLP - JOBS Act

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

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Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

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