Blue Sky Laws: Defending State-Level Securities Violations
Payment for Order Flow (PFOF) and Gamification: Your Questions Answered
Business and Legal Issues Around Blockchain and Cryptocurrencies
Summer Enforcement Action Review; Raising Money in a Pandemic - Investment Management Roundtable Discussion
Videocast: Asset management regulation in 2020 videocast series – The annuity regulatory landscape
Videocast: Asset management regulation in 2020 videocast series – FinTech initiatives
Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
TXSE (pronounced TEX-see) announced on April 4, 2025 that its Form 1 registration is now public, putting it one step closer to Y'all Street. The announcement touted its proprietary “matching engine" that it believes will make...more
On August 28, the U.S. Securities and Exchange Commission (SEC) adopted amendments to certain registered investment companies (funds) reporting requirements. The SEC originally proposed the amendments on November 2, 2022....more
On February 6, 2024, the SEC adopted new rules under the Securities Exchange Act of 1934 (Exchange Act), to expand the scope of “dealers” and “government securities dealers” required to register under the Exchange Act, become...more
In a 2-1 opinion issued on February 14, 2024, an Eleventh Circuit panel partially reversed a lower court ruling that would have barred a defendant from participating in future penny-stock offerings. The majority found it was...more
With the close of FINRA’s fiscal year comes the opportunity for broker-dealer firms to consider where regulators have focused their enforcement efforts and also what can be expected in the coming year. Fortunately, FINRA has...more
The Ontario Securities Commission (“OSC”) and Ernst & Young LLP recently published Artificial Intelligence in Capital Markets: Exploring Use Cases in Ontario (the “Report”), which examines current artificial intelligence...more
It’s the Transaction, Not the Token. Issuers cannot offer or sell securities without registering them with the SEC under Section 5 of the Securities Act of 1933 or finding a valid exemption from registration. XRP is the...more
The New Self-Regulatory Organization of Canada (“New SRO”) changed its name to “Canadian Investment Regulatory Organization” (“CIRO”) on June 1, 2023. The former Investment Industry Regulatory Organization of Canada...more
In February 2023, the SEC adopted rule amendments that require most securities transactions effected by broker-dealers to be settled within one business day (T+1), rather than the currently required two business days. The SEC...more
In a recent speech, SEC Chairman Gary Gensler quoted the first chairman of the SEC, Joseph Kennedy, who noted, “No honest business need fear the SEC.” Unfortunately, Gensler failed to note that as the SEC often explains,...more
What do founders, employees and investors in privately held companies all have in common? Limited opportunity to sell their shares. That’s because of various legal, contractual and market factors that impede the sale of...more
On June 15, 2022, the Securities and Exchange Commission (“SEC”) filed a complaint against California-based broker-dealer Western International Securities, Inc. (“Western”) alleging violations of Regulation Best Interest...more
Elon Musk’s contentious relationship with the Securities and Exchange Commission is likely to become even more complicated as a result of Mr. Musk’s filings with the Commission to report his recent purchases of shares in...more
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
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 of...more
In recent years, there has been a proliferation of exempt offering alternatives. In advising clients regarding which exempt offering alternative may best meet their objectives, we often suggest that they consider, among other...more
On November 24, 2021, the U.S. Court of Appeals for the Second Circuit issued a pair of decisions addressing threshold requirements for securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 and...more
On November 16, 2021, the House Financial Services Committee cleared two proposals geared towards protecting investors and holding accountable offerors in connection with SPAC transactions. ...more
On 6 July 2021, the Hong Kong Exchanges and Clearing Limited (the “HKEx”) published its conclusions in response to its concept paper on the introduction of a new IPO settlement platform – Fast Interface for New Issuance...more
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
The Situation: As part of a series of recent executive actions regarding the People's Republic of China ("PRC"), President Biden issued a new executive order on June 3, 2021—Executive Order 14032—that refines novel sanctions...more
A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of...more
Overview Rule 502(c) (“Rule 502(c)”) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when...more
The Wall Street Journal reports traders on Reddit’s WallStreetBets forum – the same social medium that helped fuel the GameStop short squeeze – have started bidding up cannabis stocks. Mentions on the forum jumping from near...more
On December 28, 2020, the Office of Foreign Assets Control (“OFAC”) at the United States Department of the Treasury published a series of Frequently Asked Questions (“FAQs”)...more