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Unregistered Securities

DLA Piper

Finfluencers Beware: Canadian Regulators Put Social Media Promoters On Notice

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Social media influencers with large followings and strong opinions on stocks have caught the attention of Canada's securities regulators. On December 11, 2025, the Canadian Securities Administrators (CSA) and the Canadian...more

Cooley LLP

SEC Commissioner Uyeda Speaks on Disclosure Reform

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At Northwestern’s annual Securities Regulation Institute in San Diego yesterday, SEC Commissioner Mark Uyeda delivered this speech about how securities law reform in the Corp Fin area might unfold. His main themes consisted...more

Fox Rothschild LLP

The Legal Risks Family Offices Face in Private Secondary Market Investments

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Family offices are increasingly turning to private secondary market transactions to gain exposure to sought-after companies in technology, artificial intelligence, fintech, and other alternative investment sectors. These...more

Freiberger Haber LLP

Enforcement News: Former Chief Operating Officer and Former Managing Partner Charged with Participating in An Alleged $300 Million...

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This Blog has written about Ponzi schemes on numerous occasions. A Ponzi scheme is a type of investment fraud where returns to earlier investors are paid using investment capital from new or existing investors, rather than...more

King & Spalding

Florida Appellate Court Holds Loan Is Not a Security

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A Florida intermediate appellate court recently reversed a $5.8 million judgment in a dispute arising out of loan participation agreements between a commercial lender and an investment firm, reasoning that the agreements were...more

Seward & Kissel LLP

Bored Apes Are Not Securities

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On Sept. 30, 2025, the U.S. District Court for the Central District of California granted Yuga Lab’s motion to dismiss plaintiffs’ second amended complaint, alleging, among other things, that defendants’ offer and sale of the...more

Mayer Brown Free Writings + Perspectives

Division of Corporation Finance Issues No Action Letter to DoubleZero Foundation

On September 29, 2025, the Chief Counsel’s Office of the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance issued a no action letter to the DoubleZero Foundation (the “Foundation”)....more

WilmerHale

Howey vs. Risk Capital: Differences in Securities Law Tests Take on Greater Importance in a Period of Potential Growth in...

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As investment firms and public issuers contemplate adjustments in response to the evolving risk environment brought about by changes in federal securities enforcement priorities, one area of focus should be a likely expansion...more

The Rodman Law Group, LLC

What’s Next for Robinhood’s Tokenized Private Company Stocks?

In July 2025, Robinhood launched a new product in the European Union designed to give investors exposure to privately-traded U.S. companies through tokenized financial synthetics. The offering is part of Robinhood’s effort to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Howey’s Still Here: A Recent Reminder on the Limits of the SEC’s Crypto Thaw

The U.S. regulatory environment for digital assets has never been more promising for the industry. Since the change in administration, the Securities and Exchange Commission (SEC) has committed to stemming what it has...more

Patterson Belknap Webb & Tyler LLP

AI- and Cryptocurrency-Related Securities Class Action Filings in 2025 H1

Cornerstone Research recently published its 2025 midyear assessment of securities class action filings. Compared to the second half of 2024, securities class action filings in the first half of 2025 decreased slightly from...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for June 2025

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine the following matters: • An SEC settlement with an ex-CEO...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: July 1, 2025

The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Latham & Watkins LLP

SEC Staff Clarifies That Certain Protocol Staking Activities Do Not Implicate the Registration Requirements of the US Federal...

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The Staff clarifies that protocol staking does not qualify as a security under the Howey Test, clearing the way for market participants to engage in staking....more

ArentFox Schiff

NY Class Action Filed Against Nike Over Alleged NFT ‘Rug Pull’ and Unregistered Securities

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On April 25, purchasers of Nike non-fungible tokens (NFTs) filed a class action complaint in the US District Court for the Eastern District of New York against the sportswear giant alleging that the December 2024 shutdown of...more

A&O Shearman

SEC Charges Founder & Associates With Fraud For Allegedly Running A Nearly $200M Ponzi-like Crypto Investment Scheme

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On April 22, 2025, the Securities and Exchange Commission filed a civil enforcement action in the United States District Court for the Eastern District of Virginia against an individual and several related parties, alleging a...more

A&O Shearman

Second Circuit Upholds Dismissal Of Federal Securities Law Claims Against Cryptocurrency Trading Platform Operator

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On February 26, 2025, the United States Court of Appeals for the Second Circuit affirmed the dismissal of federal securities claims against the developers of a decentralized cryptocurrency exchange and the exchange’s venture...more

DLA Piper

Meme Coins Alleged to be Securities in Two New Class Actions

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On January 16 and January 30, two related class actions were filed in the US District Court for the Southern District of New York against Baton Corporation LTD (Pump.Fun) and its founders. The complaints allege that Pump.Fun...more

Cooley LLP

Don’t Celebrate Just Yet – Potential Litigation Risks Under the Trump Administration

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The inauguration of President Donald J. Trump has been widely celebrated as the dawn of the first pro-crypto presidential administration – a dramatic shift from the Biden administration’s antagonistic stance on crypto. But...more

Ropes & Gray LLP

Crypto Quarterly Digital Assets, Blockchain and Related Technologies Update

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The landscape of government enforcement, private litigation and federal and state regulation of digital assets, blockchain and related technologies is constantly evolving. Each quarter, Ropes & Gray attorneys analyze...more

Cornerstone Research

SEC Enforcement of Cryptocurrency Dropped 30% in the Last Year of the Gensler Administration

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Enforcement during Gensler administration was considerably higher than during the previous administration. The Securities and Exchange Commission (SEC) brought 33 cryptocurrency-related enforcement actions in 2024, the...more

Fenwick & West LLP

Looking Under the Hood of $TRUMP’s Legal Strategy

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On Friday, January 17, 2024, President Donald J. Trump announced the launch of the $TRUMP memecoin, which was organized and sold by CIC Digital, an affiliate of the Trump Organization. Within 60 hours, $TRUMP reportedly...more

Winstead PC

The Importance of Timely Filing a Form D

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On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against two private companies and one registered investment adviser (the “Parties”). These charges asserted that the Parties...more

K&L Gates LLP

“Oops, I was a Broker!?” SEC Cracks Down on Investment Adviser Representatives Acting as Unregistered Brokers

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On 14 January 2025, the Securities and Exchange Commission (SEC) announced settled charges against three investment adviser representatives for acting as unregistered brokers in the sale of membership interests in certain...more

Morgan Lewis

Securities Enforcement Roundup – December 2024

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In this issue of our monthly Securities Enforcement Roundup, we highlight top securities enforcement developments and cases from December 2024. In December 2024: President-elect Trump nominated former SEC Commissioner Paul...more

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