News & Analysis as of

Securities Act of 1933 › Safe Harbors

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 -
Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

Troutman Pepper Locke on

In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

Akin Gump Strauss Hauer & Feld LLP on

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Seward & Kissel LLP

SEC Adopts Climate-Related Disclosure Regulations

Seward & Kissel LLP on

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change.  The new rules, which the SEC originally proposed in March 2022,...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Climate Rules

Stinson - Corporate & Securities Law Blog on

The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

Cozen O'Connor

Final Rules on Special Purpose Acquisition Companies, Shell Companies, and Projections

Cozen O'Connor on

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted the final rules intended to augment investor protections in initial public offerings by special purpose acquisition companies (SPACs) and in subsequent...more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

Mayer Brown Free Writings + Perspectives

FINRA Releases Updated Guidance for Members Conducting Private Placements

Mayer Brown Free Writings + Perspectives on

On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more

Dorsey & Whitney LLP

The First Criminal Rule 10b-5-1 Case

Dorsey & Whitney LLP on

The Commission created Rule 10b5-1 plans two decades ago. The rule essentially creates a safe haven for those who in good faith trade securities and are not in possession of inside information....more

Pillsbury Winthrop Shaw Pittman LLP

U.S. Capital Markets Regulations Affecting U.S. Companies - August 2022

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Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Bilzin Sumberg

SEC Proposes Rules Governing SPACs and De-SPAC Transactions

Bilzin Sumberg on

The Special Purpose Acquisition Company (“SPAC”) market is facing both a new set of rules and amendments to rules already in place under the Securities Act of 1933 and Securities Exchange Act of 1934.  Last month, the U.S....more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Pillsbury Winthrop Shaw Pittman LLP on

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Enhancement and Standardization of Climate-Related Disclosures for Investors: Securities and Exchange Commission Proposed Rule

Mitchell, Williams, Selig, Gates & Woodyard,... on

The Securities and Exchange Commission (“SEC”) announced a proposed rule on March 21st that would mandate that domestic or foreign registrants include certain climate-related information in registration statements and...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? – Regulation S

Mayer Brown Free Writings + Perspectives on

Here’s the deal: Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S....more

Husch Blackwell LLP

SEC Revises Integration Framework And Its Associated Safe Harbors

Husch Blackwell LLP on

The Securities and Exchange Commission (SEC) recently published extensive rules to modernize the private placement framework of the federal securities laws. On March 15, 2021, the Final Rules became effective. The SEC goal...more

Pillsbury Winthrop Shaw Pittman LLP

Congressional SPACtivity Continues: Draft Legislation Proposes to Eliminate Safe Harbor Protection for Projections in SPAC...

Pillsbury Winthrop Shaw Pittman LLP on

Updates from recent U.S. House Committee on Financial Services hearing and proposed legislation - In light of recent Congressional hearings and proposed legislation, market participants should remain vigilant and prepared...more

Fenwick & West LLP

House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements

Fenwick & West LLP on

The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24,...more

Kilpatrick

Recent Amendments to Exempt Offering Rules Include Significant Updates to “Integration” Framework

Kilpatrick on

On March 15, 2021, several previously-announced amendments to the Securities and Exchange Commission’s exempt offering rules took effect. The rule changes, which were first announced in November 2020, are designed, in the...more

Husch Blackwell LLP

Modernizing The Private Placement Framework: A Summary Of Recent SEC Rulemaking

Husch Blackwell LLP on

The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more

Amundsen Davis LLC

SEC Promotes Capital Formation And Expands Investment Opportunities With Amendments To Accredited Investor Definition

Amundsen Davis LLC on

In an effort to provide companies with greater access to capital and to expand investment opportunities for certain investors, the U.S. Securities and Exchange Commission recently expanded the definition of an “accredited...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments to Rule 144 and Form 144

Skadden, Arps, Slate, Meagher & Flom LLP on

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed to amend Rule 144 to revise the holding period determination for securities acquired upon conversion or exchange of certain “market adjustable...more

Sullivan & Worcester

SEC proposed changes to Form 144 and other aspects of Rule 144

Sullivan & Worcester on

The SEC has proposed amendments that would mandate electronic filing of Form 144 (currently it may be filed either by mail or electronically), eliminate the requirement to file a Form 144 with respect to sales of securities...more

Foley & Lardner LLP

SEC Proposes Amendments to Rule 144 and Form 144

Foley & Lardner LLP on

On December 22, 2020, the Securities and Exchange Commission voted to propose an amendment to Rule 144 under the Securities Act of 1933 to revise the holding period determination for securities acquired upon the conversion or...more

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