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Securities Act of 1933 › Securities Regulation

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 -
Freiberger Haber LLP

Enforcement News: Affinity Fraud and Ponzi Schemes in the News Again

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Ponzi schemes and affinity fraud frequently overlap because both exploit trust and social interactions to operate effectively. A Ponzi scheme relies on a continuous stream of new investors to pay returns to earlier...more

Fenwick & West LLP

Securities Law Update - September 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

Woodruff Sawyer

Lesser-Known Securities Law Theories and D&O Risk

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Most federal private securities litigation is brought under Section 10(b) of the Exchange Act and Section 11 of the Securities Act. These two provisions are responsible for most of the big-ticket securities class actions that...more

Carlton Fields

Pushing Back on SEC Disclosure Comments: Is Too Much Harmony Dangerous?

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If a registrant agrees to make a disclosure change requested by its SEC staff reviewer, should the registrant’s response letter nevertheless include a disclaimer to the effect that the registrant does not (or does not...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Decrease in Registration Fee Rates Effective October 1, 2025

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On August 25, 2025, the U.S. Securities and Exchange Commission (SEC) announced a decrease in the fees that public companies and other issuers will be required to pay to register their securities, from $153.10 per million...more

Mayer Brown Free Writings + Perspectives

SEC Staff Issues Guidance on Registered Closed-End Funds of Private Funds

Mayer Brown Free Writings + Perspectives on

On August 15, 2025, the Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) issued guidance in the form of new Accounting and Disclosure Information (“ADI”), “ADI...more

Skadden, Arps, Slate, Meagher & Flom LLP

Howey’s Still Here: A Recent Reminder on the Limits of the SEC’s Crypto Thaw

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The U.S. regulatory environment for digital assets has never been more promising for the industry. Since the change in administration, the Securities and Exchange Commission (SEC) has committed to stemming what it has...more

Perkins Coie

SEC Statement on Liquid Staking: Helpful Guidance, With a Caveat

Perkins Coie on

Key Takeaways - - In a recently published statement, the Division of Corporation Finance clarified that certain standard liquid staking activities involving crypto assets—including the issuance and redemption of Staking...more

Carlton Fields

SEC Staff Updates Guidance on Rate Sheet Supplements to Include Changes to Index Loss Limits in RILAs

Carlton Fields on

On August 4, SEC staff updated guidance on the use of rate sheet supplements in disclosing changes to terms in insurance products. As revised, updated ADI 2018-05 enables insurers to use rate sheet supplements to notify...more

Herbert Smith Freehills Kramer

Ninth Circuit Addresses the Scope of Section 12(a)(2) Liability for Misleading Opinion Statements Under Omnicare

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On June 10, 2025, the U.S. Court of Appeals for the Ninth Circuit Pino v. Cardone Capital, LLC reversed in part the dismissal of claims brought under the Securities Act of 1933 based on statements made in connection with two...more

Latham & Watkins LLP

SEC Staff Clarifies That Certain Protocol Staking Activities Do Not Implicate the Registration Requirements of the US Federal...

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The Staff clarifies that protocol staking does not qualify as a security under the Howey Test, clearing the way for market participants to engage in staking....more

Fenwick & West LLP

SEC Staff Says Certain Protocol Staking Activities Don't Constitute the Sale of Securities

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The SEC’s Division of Corporation Finance recently issued a statement on Certain Protocol Staking Activities, essentially articulating the Division’s view that “Protocol Staking Activities,” do not involve the offer and sale...more

Mayer Brown Free Writings + Perspectives

Florida: Clear Blue Skies

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In October 2024, Florida amended its blue sky law so that the “bad actor” disqualification provisions of Rule 506(d) under the Securities Act of 1933 also would apply to, among other exempt transactions, offerings to Florida...more

Oberheiden P.C.

FAQs: 144A Resales vs. Regulation D Private Placements

Oberheiden P.C. on

Rule 144A and Regulation D offer exemptions from federal securities registration requirements under the Securities Act of 1933. However, they apply to different situations, and overseas companies must follow distinct...more

Shumaker, Loop & Kendrick, LLP

Client Alert: SEC Provides New Guidance Regarding Accredited Investor Verification in Rule 506© Offerings

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Under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), general solicitation of prospective purchasers is permitted if the issuer takes reasonable steps to verify the purchasers’...more

Troutman Pepper Locke

SEC Clarifies Disclosure Requirements for Crypto Asset Securities

Troutman Pepper Locke on

On April 10, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) issued a statement aimed at providing greater clarity on the application of federal securities laws to crypto assets....more

Latham & Watkins LLP

SEC Staff Clarifies That Certain Dollar-Backed Stablecoins Do Not Implicate the Securities Laws

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The Staff noted that a stablecoin generally is not subject to SEC jurisdiction if it is not an investment and used solely for commercial activity....more

Allen Matkins

If The Shares Of A Chinese Company Are Delisted, What Happens To Trading In California?

Allen Matkins on

Yesterday's Wall Street Journal includes a story about the possible delisting of shares of Chinese companies.  Shares of companies that are listed, or authorized for listing, on a national securities exchange (or tier or...more

Oberheiden P.C.

Frequently Asked Questions About Regulation D Private Placements

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Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....more

Allen Matkins

The Possible Securities Act Implications Of Harvard's "Nyet" To Government Civil Rights Reform Demands

Allen Matkins on

Last week, the United States General Services Administration, Department of Education, and Department of Health and Human Services sent a letter to Alan M. Garber, the President of Harvard University, and Penny Pritzker, Lead...more

Allen Matkins

When Do Blue Sky Laws Apply?

Allen Matkins on

In my experience, many securities lawyers are well versed in the federal securities laws, but have little experience with state securities laws.  This is understandable because federal law in many cases preempts state...more

Seward & Kissel LLP

SEC Expands Accommodations for Nonpublic Review of Most Securities Act and Exchange Act Registration Statements

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On March 3, 2025, the Securities and Exchange Commission (the “SEC”) expanded the accommodations for the confidential submission and review of registration statements under the Securities Act of 1933 (the “Securities Act”) or...more

A&O Shearman

SEC staff takes a position on the security status of USD-backed stablecoins

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On April 4, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a statement concluding that a narrow class of USD-backed, fully reserved, non-yield-bearing stablecoins (“Covered Stablecoins”) do...more

Cooley LLP

Final Changes: The Upsizing or Downsizing Handbook

Cooley LLP on

Pricing day is a huge milestone in the initial public offering (IPO) journey. It is the culmination of months of preparation and drafting and being out on the road talking to investors. Before you hit the road, you’ll have...more

Akerman LLP

SEC Expands Confidential Review Process for Draft Registration Statements

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On March 3, 2025, the Securities and Exchange Commission (the “Commission”) announced updates to its confidential submission process for draft registration statements, broadening the scope of issuers eligible for non-public...more

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