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Securities Act of 1933 › Corporate Counsel

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 -
Keating Muething & Klekamp PLL

Ninth Circuit Warning: Silence in the Face of SEC Comment Letters May Bolster Section 12(a)(2) Claims

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On June 10, 2025, the U.S. Court of Appeals for the Ninth Circuit reversed the dismissal of a securities class action after finding the plaintiff sufficiently alleged a real estate investment fund and its managing executive...more

Jones Day

2024 Securities Litigation Year in Review

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Securities class action case filings remained flat in 2024, with 229 filings equaling the number of new cases filed in 2023. The number of filings in 2024 tied with 2023 for the highest number of filings since 2020. The...more

Foley & Lardner LLP

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

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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

Davis Wright Tremaine LLP

Samuels v. Lido DAO: A Potential New Frontier for Liability in the Cryptocurrency Space

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A recent order handed down by U.S. District Judge Vince Chhabria of the Northern District of California could be a new source of concern for digital asset entrepreneurs and the venture capital firms that invest in and support...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for August 2024

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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 SEC’s case against crypto firm Kraken is permitted to...more

BakerHostetler

Ripple Case Reaches Final Judgment as Digital Assets Law Continues to Evolve

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On Aug. 7, the U.S. District Court for the Southern District of New York issued its judgment in U.S. Securities and Exchange Commission v. Ripple Labs, Inc., marking the end of district court- level proceedings in the highly...more

Foley & Lardner LLP

Don’t Buy The Buzzwords: “AI Washing” Gets Its Reckoning

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Since the release of ChatGPT 3.5 in November 2022, public interest in artificial intelligence (AI) has surged in a classic example of a hype cycle. As with past technological breakthroughs, companies may be tempted to...more

Snell & Wilmer

U.S. District Court Issues Decision on Crypto Currency Regulation

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On July 13, 2023, the U.S. District Court for the Southern District of New York issued an important decision on a closely watched securities case surrounding crypto token classification. The primary question for the Court in...more

Morrison & Foerster LLP

Ninth Circuit Clarifies Summary Judgment Burden for SEC Penalties

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On June 13, 2023, in SEC v. Husain, the U.S. Court of Appeals for the Ninth Circuit clarified the high burden that the SEC must carry before a court may grant the Commission a civil monetary penalty at the summary judgment...more

A&O Shearman

Brazilian Mining Company To Pay $55.9 Million To Settle SEC Charges Of Misleading ESG Disclosures

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On March 28, 2023, the Securities and Exchange Commission (“SEC”) submitted a settlement agreement (“settlement”) to the United States District Court of the Eastern District of New York with Brazilian mining company Vale S.A....more

BakerHostetler

U.S. District Court Signals That In Certain Cases, NFTs May Qualify as Securities

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Dapper Labs was founded in 2018 shortly after the debut of its first NFT collection, “CryptoKitties,” which was so successful it created a bottleneck of transactions on the decentralized Ethereum Network. Seeking faster...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for December 2022

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In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary...more

Miller Nash LLP

Ninth Circuit Expands Securities Seller Liability to Social Media Promoters

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On December 21, 2022, the Ninth Circuit sent a holiday gift to investor plaintiffs and a stocking full of coal to promoters advertising on social media. If you are thinking about touting your business plan on Instagram, think...more

Troutman Pepper Locke

Kardashian Settlement With SEC Is Latest in Agency's Ramp-up of Crypto Asset Enforcement Efforts

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On October 3, the Securities and Exchange Commission (SEC) issued a press release in which it announced that it had reached a settlement in an investigation involving celebrity influencer Kim Kardashian for touting a crypto...more

WilmerHale

SEC Brings Charges Against Director and Former Executive Officers for Allegedly Lying to Auditors About Loss Contingencies...

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Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2022

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Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for May 2022

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In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more

Goodwin

SEC Enforcement Broadens Its Crypto Focus

Goodwin on

On May 6, 2022, the U.S. Securities and Exchange Commission announced that it settled charges against NVIDIA Corporation alleging that the company’s disclosures regarding the impacts of increased use of its gaming products by...more

Fenwick & West LLP

SEC Issues Guidance on Accounting for Safeguarding Crypto Assets

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In light of an increasing number of companies that give platform users the ability to transact in crypto assets and provide a service to safeguard such assets, the staff of the Securities and Exchange Commission issued Staff...more

Foley & Lardner LLP

SEC Proposes New Rules for SPACs: What will the future hold for SPACs?

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On March 30, 2022, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) proposed new rules and amendments regarding special purpose acquisition companies (“SPACs”), shell companies, and disclosure related...more

Troutman Pepper Locke

SEC Settlement Shows Commission’s Willingness to Waive Penalties for Investigatory Targets Focusing on Corrective Action

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On January 28, the Securities and Exchange Commission (SEC or Commission) issued a press release, announcing the settlement of various fraud charges against a private technology company in light of their “significant remedial...more

Proskauer - Corporate Defense and Disputes

Disgorgement Continues at the SEC

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On October 12, 2021, the Fifth Circuit Court of Appeals upheld a disgorgement order issued by the SEC, in—according to the opinion— the first appellate ruling on the topic since the Supreme Court’s 2020 decision in Liu v....more

Seyfarth Shaw LLP

California Superior Courts Enforce Delaware Corporations’ Federal Forum Provision For Securities Act Lawsuits

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In recent decisions, two separate California Superior Courts have upheld federal forum provisions (“FFP”) in governing corporate documents to preclude state court actions under the Securities Act of 1933 (the “Securities...more

A&O Shearman

Eastern District Of New York Grants Motion To Dismiss Securities Fraud Claims Against Steel Manufacturer Related To Purported...

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On September 14, 2020, Judge Pamela K. Chen of the Eastern District of New York granted in full a motion to dismiss a putative securities class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange...more

Orrick, Herrington & Sutcliffe LLP

Dismissing Securities Act Claims, California State Court Holds That Federal Forum Selection Provision in Delaware Corporate...

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On September 1, 2020, a California Superior Court judge in San Mateo County upheld a federal forum provision (“FFP”) in the charter of Delaware company Restoration Robotics, Inc., which mandated that stockholder claims under...more

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