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Securities Act of 1933 Board of Directors Corporate Governance

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 -
Foley & Lardner LLP

SEC Actions in Review: What Officers and Directors Should Know for 2025

Foley & Lardner LLP on

As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more

Herbert Smith Freehills Kramer

California Appellate Court Affirms Lower Court Decision Enforcing Federal Forum Selection Clause in Company’s Charter

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

Wilson Sonsini Goodrich & Rosati

Ninth Circuit Cuts Shareholders More Slack on Section 11 Claims

In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more

Perkins Coie

Delaware Court of Chancery Clarifies Enforceability of Corporate Forum-Selection Provisions

Perkins Coie on

Earlier this week, the Delaware Court of Chancery held in Sciabacucchi v. Salzberg, No. 2017-0931-JTL (Del. Ch. 2018), that corporate forum-selection provisions are ineffective as to claims under the federal Securities Act of...more

Dorsey & Whitney LLP

This Week In Securities Litigation

Dorsey & Whitney LLP on

The SEC prevailed on two summary judgment motions. One centered on a manipulation action. The other was against an attorney who facilitated a prime bank fraud. The Commission also filed: An action against UBS tied to its...more

Perkins Coie

Directors Beware – The SEC’s High Expectations for Gatekeepers

Perkins Coie on

In a recent speech, SEC Chair Mary Jo White put directors of public companies on notice of their responsibility as “essential” and “important” gatekeepers upon whom their investors and the SEC rely. Chair White described...more

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