News & Analysis as of

Securities Act of 1933 Securities Cryptocurrency

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 -
Fenwick & West LLP

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

Fenwick & West LLP on

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

King & Spalding

Meme Coins: Collectibles, Not Securities.

King & Spalding on

On February 27, 2025, the Securities and Exchange Commission’s Division of Corporation Finance (“CorpFin”) issued a Staff Statement announcing its view that meme coin transactions do not involve the offer and sale of...more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Farella Braun + Martel LLP

Howey Test for Crypto Asset Transactions Analyzed in Recent Denial of Kraken's Motion to Dismiss in ND California

In a recent decision in SEC v. Payward, Inc. (d/b/a “Kraken”), Judge Orrick of the Northern District of California denied Kraken's motion to dismiss the SEC's suit against it. In its complaint, the SEC alleges that Kraken...more

A&O Shearman

Western District Of Texas Dismisses Putative Securities Class Action Against Cryptocurrency Exchange For Lack Of Personal...

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On September 6, 2024, Judge Robert Pitman of the United States District Court for the Western District of Texas dismissed a putative securities class action against a family of corporations (“Corporate Defendants”) that,...more

Cornerstone Research

Securities Class Action Filings: 2024 Midyear Assessment

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The number of securities class action filings increased in the first half of 2024 relative to the second half of 2023, according to a report released today by Cornerstone Research and the Stanford Law School Securities Class...more

Cornerstone Research

Securities Class Action Filing Activity Increased Slightly in 2023, Reversing Recent Years’ Declines

Cornerstone Research on

The number of securities class action lawsuits increased slightly in 2023, reversing the trend of decline over the last three consecutive years, according to a report released today by Cornerstone Research and the Stanford...more

A&O Shearman

DeFi protocol Uniswap and investors avoid suit for fraudulent activity on digital asset exchange

A&O Shearman on

On August 30, 2023, in a case of first impression, the U.S. District Court for the Southern District of New York dismissed in full a putative securities class action against Uniswap Labs, a decentralized finance (“DeFi”)...more

Proskauer - Corporate Defense and Disputes

The Crypto Wars Escalate

The gloves are off. The SEC’s recent enforcement actions against leading crypto exchanges suggest that the SEC has decided that time’s up for the crypto industry as it currently exists in the United States....more

Goodwin

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

BakerHostetler

U.S. District Court Signals That In Certain Cases, NFTs May Qualify as Securities

BakerHostetler on

Dapper Labs was founded in 2018 shortly after the debut of its first NFT collection, “CryptoKitties,” which was so successful it created a bottleneck of transactions on the decentralized Ethereum Network. Seeking faster...more

Shipkevich PLLC

Kraken Agrees to Settlement with SEC Including $30 Million Penalty

Shipkevich PLLC on

As of February 9, 2023, the Securities and Exchange Commission (SEC) has accused Payward Ventures, Inc. and Payward Trading Ltd, better known as Kraken, of failing to register the sale of their cryptocurrency...more

Latham & Watkins LLP

SEC v. Ripple: Approaching Judgment Day

Latham & Watkins LLP on

While a conclusion to the much-hyped case may be approaching, market participants should be wary of doomsday prognostications. As a new year begins, the digital assets industry is still enduring a deep and widespread crypto...more

Allen Matkins

James Joyce Meets Cryptoassets

Allen Matkins on

In a recent post on the Harvard Law School Forum on Corporate Governance, Jai Massari discusses a new paper that argues  fungible cryptoassets are not securities under existing U.S. federal securities laws while initial coin...more

A&O Shearman

Cryptocurrency Company Fined $100M In Novel Action Concerning Registration Obligations For Crypto Lending Product

A&O Shearman on

On Monday, February 14, 2022, the Securities and Exchange Commission (SEC) charged cryptocurrency lending company BlockFi Lending LLC (“BlockFi”) with failing to register the offers and sales of its retail crypto lending...more

King & Spalding

Not Your Standard Orange Grove: Non-Fungible Tokens & Securities Laws

King & Spalding on

With offerings across a growing number of online platforms and increased trading volume, NFT issuers, promoters, and buyers should consider the legal and regulatory implications relating to NFTs and federal securities laws. ...more

Perkins Coie

Blockchain Week in Review - September 2019

Perkins Coie on

U.S. Developments - VanEck and SolidX to Offer Bitcoin ETF to Qualified Institutional Buyers - On September 3, 2019, VanEck Securities Corp. and SolidX Management LLC announced that they are seeking to use Rule 144A of...more

Wilson Sonsini Goodrich & Rosati

Getting to a Fully Operational Token Platform

This article discusses recommended strategies for token issuers to finance and develop fully operational and legally compliant token platforms through financing efforts and token distribution plans that are structured early...more

A&O Shearman

Senior SEC Official Clarifies Whether and When Digital Assets Are Securities

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When assessing whether a digital asset is a security, the key question to ask is whether a third party is driving the expectation of a return, says a senior Securities and Exchange Commission (SEC) official....more

Schwabe, Williamson & Wyatt PC

SEC to ICO Players: Our Game, Our Rules

On July 25, 2017, the U.S. Securities and Exchange Commission (the “SEC”) published an investigative report (the “Report”) cautioning market participants that the offer and sale of digital assets such as “coins” or “tokens,”...more

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