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Securities Act of 1933 › Securities Regulation › Disclosure Requirements

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 -
Herbert Smith Freehills Kramer

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

Herbert Smith Freehills Kramer on

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

Oberheiden P.C.

FAQs: 144A Resales vs. Regulation D Private Placements

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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

Troutman Pepper Locke

SEC Clarifies Disclosure Requirements for Crypto Asset Securities

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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

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

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

Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

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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

BCLP

New SEC Staff Guidance on Verification of Investor Accreditation in Private Placements Involving General Solicitation

BCLP on

On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more

DLA Piper

SEC Updates Guidance Regarding Exempt Offerings

DLA Piper on

On March 12, 2025, the Securities and Exchange Commission (SEC) published updates to its Compliance and Disclosure Interpretations (C&DIs) related to exempt offerings under the Securities Act of 1933 (Securities Act). These...more

Akin Gump Strauss Hauer & Feld LLP

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

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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

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

Oberheiden P.C.

Section 4(a)(2): Private Placement Ultimate Guide

Oberheiden P.C. on

Section 4(a)(2) private placements can help companies raise capital without an Initial Public Offering (IPO). While exempt from registration, these offerings do require strict compliance to avoid legal pitfalls. Companies...more

Mayer Brown Free Writings + Perspectives

SEC Investor Advisory Committee: Recommendations on Traceability and Insights on AI Disclosures and Retail Investor Fraud

Mayer Brown Free Writings + Perspectives on

The U.S. Securities and Exchange Commission’s Investor Advisory Committee (the “Committee”) will meet March 6, 2025. During this meeting, the Committee will present its recommendations to the SEC concerning traceability...more

DarrowEverett LLP

Private Placements in Florida Just Got Easier: Here’s How

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Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions...more

Lowenstein Sandler LLP

SEC Charges Public Company with AI Washing

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On January 14, 2025, the U.S. Securities and Exchange Commission (SEC) charged Presto Automation Inc. (Presto) with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 for misleading artificial...more

Troutman Pepper Locke

Foreign Private Issuers: Have You Assessed Your Status Under US Securities Laws?

Troutman Pepper Locke on

For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various public disclosures that must be made. Foreign private issuers...more

DarrowEverett LLP

The Heat Is On SEC’s Climate-Related Disclosure Rules

DarrowEverett LLP on

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more

DarrowEverett LLP

SEC’s New Rules Give SPACs, Target Companies Much to Consider

DarrowEverett LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

Latham & Watkins LLP on

On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2024

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

Cozen O'Connor

One Year with the Listed Issuer Financing Exemption

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It has been one year since the Canadian Securities Administrators (the CSA) introduced the listed issuer financing exemption (the LIFE Exemption) under Part 5A of National Instrument 45-106 Prospectus Exemptions, which is...more

Ballard Spahr LLP

Second Circuit Affirms Syndicated Loans Are Not Securities

Ballard Spahr LLP on

Summary - The United States Court of Appeals for the Second Circuit upheld on August 24, 2023, a decision from the District Court to dismiss a securities fraud case brought by a Chapter 11 bankruptcy trustee, on the...more

Holland & Knight LLP

Writing on the Wall for SPAC Underwriters? New SEC Rule Increases Exposure and Risks

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Last week, Holland & Knight's experienced Corporate, M&A and Securities Team dove into the details of the SEC's recent rule proposal covering enhanced disclosures for SPACs and de-SPAC transactions. As detailed in the post,...more

Holland & Knight LLP

SEC Releases Proposal to Enhance Disclosures for SPACs and De-SPAC Transactions

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In this post, Holland & Knight's Corporate, M&A and Securities Team unpacks the U.S. Securities and Exchange Commission's (SEC) recent rule proposal covering enhanced disclosures for SPACs and de-SPAC transactions. Next week,...more

Hogan Lovells

Principles matter: SEC amends disclosure rules for business, legal proceedings, and risk factors

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On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act...more

Carlton Fields

SEC Proposes Changes to Fund Shareholder Reports, Prospectuses, SAIs, and Ads

Carlton Fields on

On August 5, the SEC proposed what it called “comprehensive modifications to the mutual fund … disclosure framework.” ...more

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