News & Analysis as of

Securities Act of 1933 Securities Exchange Act Broker-Dealer

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 -
Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

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

Orrick, Herrington & Sutcliffe LLP

SEC sanctions broker-dealer for misleading bond sales

On January 13, a broker-dealer agreed to pay over $40 million to settle SEC charges that it failed to properly supervise its employees in the sale of mortgage-backed bonds. According to the SEC order, the broker-dealer’s...more

Allen Matkins

SEC Settles "Charges" For Failure To File Timely Form D

Allen Matkins on

Last week, the U.S. Securities and Exchange Commission announced that it had settled "charges" against two private companies and one registered investment adviser for failing to timely file Forms D for several unregistered...more

WilmerHale

“Decentralized Finance (DeFi),” Fintech, Regtech, and the Financial Services Industry (Ch. 8A)

WilmerHale on

Decentralized Finance (DeFi) is an umbrella term used to describe financial services provided outside of the traditional markets, that rely on blockchain technologies to create innovative products instead of relying on...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 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

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: March 1, 2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: April 1, 2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: May 1, 2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: July 1, 2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: June 1, 2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Eversheds Sutherland (US) LLP

New FINRA sweep targets crypto marketing

As might be expected, FINRA appears to be aligning itself with the SEC in its assertion of jurisdiction over investments that may not, at the end of the day, be deemed securities. ...more

Goodwin

Four Lessons from Two FINRA Enforcement Actions against Crowdfunding Portals

Goodwin on

On May 4, 2022, FINRA announced that it had fined two FINRA-registered funding portals a combined $1.75 million for failing to comply with securities laws and rules designed to protect crowdfunding investors. Funding portals...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: May 1, 2022

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

A&O Shearman

Southern District Of New York Denies In Part Motion To Dismiss Securities Act Claims Against Technology Company For Allegedly...

A&O Shearman on

On February 25, 2022, Judge Gregory H. Woods of the Southern District of New York granted in part and denied in part a motion to dismiss claims under Sections 11 and 15 of the Securities Act of 1933 (“the Securities Act”)...more

A&O Shearman

Eleventh Circuit Overturns Dismissal Of Cryptocurrency Ponzi Scheme Class Action Suit

A&O Shearman on

On February 18, 2022, the United States Court of Appeals for the Eleventh Circuit unanimously reversed a district court’s dismissal of a putative securities class action against online promoters of a new cryptocurrency coin...more

Mintz - Public Finance Viewpoints

SEC’s Proposed Broker-Dealer Exemption May Apply to “Finders” for Municipal Securities

Today, the SEC published in the Federal Register a proposed notice of an exemptive order (the “Proposal”) that would, subject to limitations and conditions discussed below, exempt certain individuals seeking to find investors...more

Goodwin

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

Goodwin on

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more

A&O Shearman

District Of Delaware Dismisses Putative Securities Class Action Against Energy Company Based On Failure To Adequately Plead...

A&O Shearman on

On March 18, 2020, Judge Richard G. Andrews of the United States District Court for the District of Delaware dismissed a putative class action claiming violations of Sections 14(a) and 20(a) of the Securities and Exchange Act...more

Eversheds Sutherland (US) LLP

SEC warns investors about initial exchange offerings

Recently, the U.S. Securities and Exchange Commission (SEC) issued an Investor Alert (the Alert) warning investors to use caution before investing in initial exchange offerings (IEOs) through online trading platforms. The...more

Sheppard Mullin Richter & Hampton LLP

California State Court Declines to Expand Standing for Claims Under 1933 Act

In Jensen v. iShares Trust, 2020 Cal. App. LEXIS 61 (Cal. App. Jan. 23, 2020), a rare state court decision addressing claims under the Securities Act of 1933 (“1933 Act”), the California Court of Appeal rejected...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on SEC Enforcement Actions, Filing Fees and CFTC Committee Updates

SEC/CORPORATE - Federal Court Rules Investment Fund is 10 Percent Owner in Section 16 Case - On August 20, a federal magistrate judge in the Eastern District of New York granted a motion for summary judgment in a...more

King & Spalding

SEC Chairman Calls for Legal Bulletin on EMMA Disclosures

King & Spalding on

Is information posted on EMMA subject to greater scrutiny under the antifraud provisions of the federal securities laws than when posted only on an issuer’s website?...more

Eversheds Sutherland (US) LLP

Preemption of state securities laws

With the recent announcement by the Securities and Exchange Commission (SEC) that it will hold an open meeting on June 5, 2019, to consider adopting Regulation Best Interest, one of the major issues that the SEC may clarify...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Securities Offering Reforms for Business Development Companies and Registered Closed-End Investment Companies

On March 20, 2019, the Securities and Exchange Commission (SEC) voted to propose a series of rule and form amendments, as directed by Congress under the Small Business Credit Availability Act (SBCA) and the Economic Growth,...more

Proskauer - Blockchain and the Law

A Taxonomy of the Proposed Token Taxonomy Act

On December 20, 2018, a bipartisan pair of Congressmen, Warren Davidson (R-OH) and Darren Soto (D-FL), introduced bill H.R. 7356 to enact the Token Taxonomy Act (the “Act”). The Act proposes several amendments to federal...more

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