News & Analysis as of

Securities Act of 1933 Securities Exchange Act Investors

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 -
A&O Shearman

The Ninth Circuit Affirms Dismissal Of Claims Against Hearing Aid Manufacturer Regarding Statements About Insurance Coverage

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On January 10, 2025, the United States Court of Appeals for the Ninth Circuit Court affirmed the dismissal of a putative securities class action brought by a pension plan alleging that a hearing aid manufacturer (the...more

McGuireWoods LLP

Notable Litigation – August 2023

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Notable litigation filed during August 2023 includes: (1) SEC v. Rocha; (2) Legum v. Garfinkel, et al.; and (3) SEC v. Conn. Jr....more

Latham & Watkins LLP

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

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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

Latham & Watkins LLP

DeFi Crypto Platform Not Liable for Scam Tokens

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A federal court’s dismissal of claims against a decentralized cryptocurrency platform and its investors for the actions of scam token issuers is a case of first impression with wider significance. On August 29, 2023, the...more

Dorsey & Whitney LLP

FTX - Billions of Dollars to a Firm with No Controls

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Things change, at least sometimes. Take Crypto assets. They began as a way to “get off the grid.” Over time some came on to the grid as their popularity increased. Others stayed off....more

McGuireWoods LLP

New Complaint – SEC v. Alexandra Robert, et al.

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Securities and Exchange Commission v. Alexandra Robert et al. was filed in the United States District Court for the Southern District of Florida on July 26, 2022, claiming violations of several provisions of the Securities...more

Vinson & Elkins LLP

The SEC Closes the Cookie Jar - Recent SEC Enforcement Activity Reaffirms Focus on Improper Earnings Management

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On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more

Goodwin

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

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District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more

Goodwin

Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit

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IN THIS ISSUE - Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit; Federal Court of Appeals Dismisses Leading Fannie Mae and Freddie Mac Shareholder Lawsuits; NY Seeks Blockchain...more

McGuireWoods LLP

SEC v. Fusion Hotel Mgmt. LLC, et al.

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SEC v. Fusion Hotel Mgmt. LLC, et al. was filed in the Southern District of California on December 14, 2021, claiming violations of the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934...more

Sheppard Mullin Richter & Hampton LLP

SEC Fine Highlights Importance of Cybersecurity Disclosures

The SEC recently announced a settlement with Pearson plc where the company has agreed to pay $1 million to settle charges that it misled investors about a 2018 cyber incident. According to the order, Pearson made misleading...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

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A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Morrison & Foerster LLP

SEC Risk Alert Provides Insight Into Examinations Related To ESG Investing

On April 9, 2021, the SEC’s Division of Examinations (“EXAMS”) published a Risk Alert summarizing its observations from recent examinations of investment advisers, registered investment companies, and private funds engaged in...more

Miles & Stockbridge P.C.

Wealth Begets Wealth: The Limited Expansion of the Accredited Investor Definition

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With the increased focus on the lack of access to capital in certain communities, and the generational impacts of such deficit, the SEC’s expanded definition of accredited investor takes a step in the right direction, but...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

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

King & Spalding

SEC Chairman Calls for Legal Bulletin on EMMA Disclosures

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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

Troutman Pepper Locke

Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability

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It is common for investors in venture capital and private equity transactions, and in other investment arrangements, as a condition to their investment, to have rights to appoint board observers when director representation...more

Fenwick & West LLP

SEC and DOJ Charge Former Executives of Private Company for Misrepresenting the Company’s Technology - A Reminder that Private...

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In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more

Perkins Coie

Senior SEC Official Provides Regulatory Clarity for Digital Assets

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During a speech in San Francisco last week at the Yahoo Finance All Markets Summit, William Hinman, Director of the Division of Corporation Finance of the Securities and Exchange Commission (SEC), provided some welcome...more

A&O Shearman

Criminal And Civil Charges Filed In Connection With Initial Coin Offering By Centra Tech

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On April 2, 2018, the U.S. Department of Justice (“DOJ”) and Securities Exchange Commission (“SEC”) announced criminal and civil charges against two startup co-founders for allegedly defrauding and conspiring to defraud...more

Kelley Drye & Warren LLP

SEC Releases Final Crowdfunding Rules

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On October 30, 2015, the Securities and Exchange Commission (“SEC”) released its highly anticipated final rules regarding equity crowdfunding, which will permit companies to raise up to $1 million per year from investors on...more

CMCP - California Minority Counsel Program

OMNICARE and its Implications

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

Holland & Knight LLP

SEC Approves Final Rules for Pay Ratio Disclosure

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The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

Perkins Coie

Directors Beware – The SEC’s High Expectations for Gatekeepers

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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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