The Ontario Securities Commission (“OSC”) published for comment proposed amendments to OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions and proposed changes to the related companion...more
On April 10, 2025, the SEC’s Division of Corporation Finance issued a staff statement (the “Statement”) titled “Offerings and Registrations of Securities in the Crypto Asset Markets.” This development underscores the...more
The Securities and Exchange Commission adopted (in a 3-2 vote) final rules related to climate-related disclosures. These rules had first been proposed in March 2022. In his opening remarks, SEC Chair Gensler noted that the...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
The term “accredited investor” is frequently heard in the field of financial investing. But many investors lack an in-depth understanding of the implications of accredited investor status or how it is acquired, especially...more
In his famous 2018 speech, William Hinman, Digital Asset Transactions: When Howey Met Gary (Plastic), the Director of the U.S. Securities and Exchange Commission (“SEC”), asked...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
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
Recently, the Securities and Exchange Commission’s Division of Corporation Finance issued a sample comment letter that provides guidance to issuers raising capital and that have volatile securities. ...more
On November 2, 2020, the U.S. Securities and Exchange Commission (the SEC), by a 3 – 2 vote, amended certain rules under the Securities Act of 1933 (the Securities Act) in order to harmonize, simplify, and modernize the...more
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with...more
The battle in federal court between the SEC and Telegram continues to progress at breakneck speed. The SEC commenced its action less than four months ago, on October 11, 2019, by seeking a temporary restraining order against...more
In his testimony in Congress, Securities and Exchange Commission Chair Jay Clayton provided an update on the rulemaking work undertaken by the SEC during the fiscal year and provided updates on the SEC’s priorities. ...more
The SEC charged fifteen individuals with acting as unregistered brokers or aiding-and-abetting such activity in connection with Intertech Solutions, Inc.’s fraudulent and unregistered securities offerings....more