News & Analysis as of

Securities Act of 1933 Rule 10(b)

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 -
Goodwin

SEC Continues Scrutiny of Municipal Bond Offerings

Goodwin on

​​​​​​​The SEC recently brought fraud charges against Sterlington, Louisiana and its former mayor and separately against Rochester, New York and its former executives and Rochester’s municipal advisors and principals/owners...more

Allen Matkins

Not All Sports Betting May Be Legal In Nevada

Allen Matkins on

Last August, Nevada Secretary of State Barbara Cegavske issued a Summary Order to Cease and Desist on Thomas Becker and Wellington Sports Club, LLC, Einstein Sports Advisory, Ltd., and Welscorp, Inc. The gist of Secretary of...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

Sheppard Mullin Richter & Hampton LLP

Fifth Circuit Affirms Enron Broker Not Liable to Employee Stock Option Holders for False or Withheld Information

Ending a more than 15-year-long legal battle, the Fifth Circuit on May 24, 2019, unanimously affirmed the dismissal of a proposed class action against subsidiaries of UBS AG, alleging violations of U.S. securities laws for...more

Allen Matkins

Court Rules No Scienter Required

Allen Matkins on

Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud. Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section...more

A&O Shearman

Fifth Circuit Affirms Dismissal Of Putative Class Action, Holding That Grant Of Employee Stock Option Did Not Constitute A Sale,...

A&O Shearman on

On May 24, 2019, the United States Court of Appeals for the Fifth Circuit affirmed in a unanimous decision the dismissal of a putative securities class action against a major financial services company and several of its...more

A&O Shearman

Southern District Of Florida Dismisses Claims Against Individual Defendants Related To Initial Coin Offering For Failure To...

A&O Shearman on

On May 13, 2019, Judge Robert N. Scola, Jr., of the United States District Court for the Southern District of Florida dismissed all claims asserted against four individual defendants under Sections 12(a)(1) of the Securities...more

Mintz - Securities Litigation Viewpoints

Tenth Circuit Affirms Extraterritorial Reach of SEC Enforcement of the Federal Securities Laws

In the Traffic Monsoon litigation, the U.S. Court of Appeals for the Tenth Circuit held that the enforcement provisions of the Securities Act and the Exchange Act reach Traffic Monsoon’s sales to customers outside of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

District Court Applies Lorenzo in Securities Class Action Alleging Fraudulent Scheme

In one of the first decisions to interpret and apply the U.S. Supreme Court's recent decision in Lorenzo v. Securities and Exchange Commission, on April 11, 2019, the U.S. District Court for the Southern District of New York...more

Fenwick & West LLP

SEC and DOJ Charge Former Executives of Private Company for Misrepresenting the Company’s Technology - A Reminder that Private...

Fenwick & West LLP on

In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more

Bass, Berry & Sims PLC

Chris Lazarini Discusses Ruling of Summary Judgment on Issue of Scienter

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed a case brought by the SEC against an individual broker accused of violations of Section 17(A) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act...more

Bracewell LLP

Former Municipal Official in the Spotlight as SEC Files Complaint Charging Securities Fraud and DOJ Files Superseding Indictment...

Bracewell LLP on

On November 21, 2017, the U.S. Securities and Exchange Commission (“SEC”) filed a complaint charging Oyster Bay, New York (the “Town”), along with its former Supervisor and Chief Executive Officer, John Venditto, with...more

Mintz - Securities Litigation Viewpoints

Lending Club Decision Provides Guidance For Bringing Section 11 Claims Based on Weaknesses in Internal Controls

We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more

Broker-Dealer Compliance + Regulation

Former New York Pension Official and Two Broker-Dealers Charged In Pay-To-Play Scheme

On December 21, 2016, the SEC charged the former Director of Fixed Income for the New York State Common Retirement Fund (the “NYSCRF”) with allegedly steering billions of dollars of NYSCRF assets to two broker-dealers in...more

Carlton Fields

Securities Fraud Update: Eleventh Circuit Clarifies Section 17(a) and Rule 10b-5 Analyses

Carlton Fields on

S.E.C. v. Radius Capital Corp., No. 15-12004, 2016 WL 3542235, ___ F. App’x ___ (11th Cir. June 29, 2016). The Eleventh Circuit last month explained the material similarities and differences between two kinds of...more

CMCP - California Minority Counsel Program

OMNICARE and its Implications

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

Proskauer - Corporate Defense and Disputes

SEC’s Data-Driven Analysis Identifies Allegedly Improper Trade Allocations by Investment Advisor

Relying on a data-driven statistical analysis conducted by the Division of Economic and Risk Analysis (DERA), the SEC recently commenced administrative proceedings against an investment advisor, Welhouse & Associates, Inc.,...more

K&L Gates LLP

Supreme Court’s Omnicare Decision Muddies Section 11 Opinion Liability Standards

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The Supreme Court has a long history of rejecting expansive interpretations of implied private rights of action under Section 10(b) of the Securities Exchange Act. Most notably, since 1975, it rejected the argument that mere...more

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