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Securities Litigation Unregistered Securities

Dechert LLP

SEC Charges Ethereum Developer Over Liquid Staking and Swap Programs

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The SEC has charged a leading developer on the Ethereum blockchain with engaging in the unregistered offer and sale of certain securities through a “liquid staking” program and with failing to register as a broker in...more

Cornerstone Research

SEC Cryptocurrency Enforcement Report Summary

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Cryptocurrency enforcement continues to be a high priority for the U.S. Securities and Exchange Commission (SEC). In 2023, the SEC administration under Chair Gary Gensler brought a total of 46 cryptocurrency-related...more

Cornerstone Research

SEC Enforcement of Cryptocurrency Reaches a New High

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More than 50% increase in SEC cryptocurrency-related enforcement actions in 2023 over 2022. The Securities and Exchange Commission (SEC) continues to view cryptocurrency-related enforcement as a top priority, bringing 46...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

Akin Gump Strauss Hauer & Feld LLP

The SEC’s First NFT Enforcement Action: SEC v. Impact Theory

Key Points - On August 28, 2023, the SEC charged Impact Theory, LLC, a media company with an unregistered securities offering through its sale of NFTs. This marks the first time that the SEC has brought an enforcement action...more

Vinson & Elkins LLP

‘Forming’ a Rift: District Judge Rejects Decision in Ripple Labs, Inc.

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On July 31, 2023, Judge Jed Rakoff of the Southern District of New York (“SDNY”) sided with the Securities Exchange Commission in SEC v. Terraform Labs Pte. Ltd. by holding that sales of crypto assets to retail investors on...more

Kohn, Kohn & Colapinto LLP

SDNY Order Clouds the Water on SEC Crypto Jurisdiction

On July 13th, Judge Analisa Torres of the United States District Court for the Southern District of New York entered an order that was quickly celebrated by the crypto world (SEC v. Ripple Labs, Inc., No. 20CIV10832ATSN;...more

Seward & Kissel LLP

Christmas in July—Court in Ripple Case Delivers Split Verdict Hailed as Victory by Ripple

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Three days before Christmas 2020, the SEC served Ripple Labs Inc. and two of its executives with a lawsuit. How is that for a present under the tree? As the SKrypto Blog reported at the time, the main issue was whether XRP, a...more

DarrowEverett LLP

The Ripple Effect: SEC’s Battle Vs. Crypto Gains Some Clarity

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The U.S. Securities and Exchange Commission (“SEC”) is paying considerable attention to the world of cryptocurrency (“crypto”). According to the SEC website, the SEC has brought more than 50 enforcement actions against crypto...more

A&O Shearman

Ripple Labs: long-awaited decision answers some questions but gives rise to further uncertainty

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In SEC v. Ripple Labs, the U.S. Securities and Exchange Commission (“SEC”) alleges that Ripple Labs, Inc. and two of its executives raised over $1.3 billion through an unregistered and ongoing digital asset securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

Ripple Labs : District Court Holds That Direct Digital Token Sales Constituted Investment Contracts Under Howey, but Other...

On July 13, 2023, Judge Torres of the U.S. District Court for the Southern District of New York issued a much-awaited summary judgment decision in SEC v. Ripple Labs, Inc., No. 1:20-cv-10832-AT-SN (S.D.N.Y. July 13, 2023),...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - March 2023

Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more

A&O Shearman

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

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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

Latham & Watkins LLP

SEC v. Ripple: Approaching Judgment Day

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While a conclusion to the much-hyped case may be approaching, market participants should be wary of doomsday prognostications. As a new year begins, the digital assets industry is still enduring a deep and widespread crypto...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2022 SEC Retrospective

2022 was a busy year for the SEC’s Enforcement Division. This 2022 Retrospective highlights some of the year’s notable cases, largest settlements, new and noteworthy theories, and court decisions worth remembering....more

Goodwin

Dismissal of Putative Securities Class Action for Bellus Health, Inc.

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On September 21, 2022, U.S. District Judge George B. Daniels of the Southern District of New York dismissed with prejudice a putative securities class action against BELLUS Health, Inc. and certain of its officers....more

Katten Muchin Rosenman LLP

The SEC Remains in Search of and Is Looking for Finders

Much has been written on the topic of finders and arrangers of securities transactions, including when a person or entity acting as a finder (i.e., someone who merely makes an introduction) has crossed the line and engaged in...more

Jones Day

SDNY Issues Two Rulings in Closely Watched Enforcement Action Against Ripple Labs

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The SEC's Enforcement Action Against Ripple - In December 2020, the SEC commenced an enforcement action against Ripple and two of its senior executives alleging that the defendants violated Section 5 of the Securities Act...more

Goodwin

Ninth Circuit Holds that Purchasers of Unregistered Shares in Slack’s Direct Listing May Bring Securities Act Claims

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Ninth Circuit Holds that Purchasers of Unregistered Shares in Slack’s Direct Listing May Bring Securities Act Claims; Small Class of Crypto Purchasers Recommended for Certification; Tether to Pay $41 Million to Settle...more

Cadwalader, Wickersham & Taft LLP

Securities Litigation Update: Divided Ninth Circuit Permits Direct-Listing Investors to Assert Securities Act Claims, Despite...

On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct listing”—in which pre-existing shares are...more

Goodwin

Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential

Goodwin on

Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential; Delaware Supreme Court Overrules Longstanding Precedent Regarding Derivative Versus Direct Standing; SEC Files Crowdfunding...more

Latham & Watkins LLP

Ninth Circuit’s Slack Decision Forges New Ground for Securities Act Liability Related to Direct Listings

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The decision appears to create a new rule for determining standing to bring Securities Act claims in the context of direct listings. The Slack Direct Listing Decision - On September 20, 2021, the US Court of Appeals...more

Fenwick & West LLP

Divided 9th Circuit Panel Holds That Sections 11 and 12(a)(2) Apply to Unregistered Shares in Direct Listings

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On September 20, 2021, in a 2-1 decision, the U.S. Court of Appeals for the Ninth Circuit held that Sections 11 and 12(a)(2) of the Securities Act of 1933 (1933 Act) apply to direct listings of company shares, including...more

Cooley LLP

Blog: SEC charges attorney rendering legal opinions with violations of Section 5

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Attorneys who may think they can give short shrift to those pesky legal opinions to transfer agents might think twice after reading this complaint, SEC v. Frederick Bauman, filed on September 8, 2021, in the federal district...more

Cadwalader, Wickersham & Taft LLP

Securities Litigation Update: Southern District of New York Dismisses Putative Securities Class Action Alleging Sale of...

On April 16, 2021, in In re Bibox Group Holdings Ltd. Securities Litigation, Judge Denise Cote of the U.S. District Court for the Southern District of New York dismissed a putative class action alleging registration...more

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