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Securities Act of 1933 › Securities › Securities Exchange Act

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

Proskauer - Regulatory & Compliance

Digital Assets:  What to Expect from the Incoming Administration and Congress

Proskauer - Regulatory & Compliance on

The Trump Administration and the new Republican-led Congress are expected to create a friendlier governmental approach to crypto assets. Among other things, key nominees to serve as senior administration officials are known...more

A&O Shearman

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

A&O Shearman on

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

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2024

Nutter McClennen & Fish LLP on

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

Venable LLP

Are Loans Securities? The United States Court of Appeals for the Second Circuit Responds in Kirschner v. JP Morgan Chase Bank,...

Venable LLP on

On August 24, 2023, the United States Court of Appeals for the Second Circuit (the "Court") upheld the District Court's ruling in Kirschner v. JPMorgan Chase Bank, N.A. that notes issued as part of a refinancing transaction...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: June 1, 2023

Nutter McClennen & Fish LLP on

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

Proskauer - Corporate Defense and Disputes

Ninth Circuit Holds that Social Media Communications Can Satisfy Statutory-Seller Requirement Under Securities Act

Proskauer - Corporate Defense and Disputes on

The Court of Appeals for the Ninth Circuit held today that social media and other mass communications concerning securities can constitute solicitations potentially creating statutory-seller liability under § 12(a)(2) of the...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: October 1, 2022

Nutter McClennen & Fish LLP on

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

Latham & Watkins LLP

Responsible Financial Innovation Act Offers Clarity, Safeguards for Digital Assets - SEC and Securities

Latham & Watkins LLP on

Securities issues are covered in Title III (Responsible Securities Innovation) of the Responsible Financial Innovation Act (RFIA). The RFIA would add a new Section 41 to the Securities Exchange Act of 1934 (Securities...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

White & Case LLP

Leveraged Loan Update: Millennium Court Decision Confirms Syndicated Loans Are (Still) Not Securities

White & Case LLP on

The Bottom Line: On May 22, 2020, the United States District Court for the Southern District of New York concluded that broadly syndicated term loans are not "securities". This decision is highly significant to the US...more

A&O Shearman

Tap Issuances with More Than De Minimis OID

A&O Shearman on

The COVID-19 pandemic and the response by governments has led to a substantial drop, and complete cessation in some cases, of revenue and cash inflows. Companies are looking to credit markets to source additional cash to meet...more

Patterson Belknap Webb & Tyler LLP

Failure to State the “Obvious” Does Not Give Rise to a Securities Violation

Patterson Belknap Webb & Tyler LLP on

Commercial Division Justice Andrew Borrok recently issued a decision in Lonny Matlick et al. v. AmTrust Financial Services, Inc., addressing the following question: Can an issuer be held liable under the Securities and...more

Eversheds Sutherland (US) LLP

Preemption of state securities laws

Eversheds Sutherland (US) LLP on

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

Mintz - Securities Litigation Viewpoints

Tenth Circuit Affirms Extraterritorial Reach of SEC Enforcement of the Federal Securities Laws

Mintz - Securities Litigation Viewpoints on

In the Traffic Monsoon litigation, the U.S. Court of Appeals for the Tenth Circuit held that the enforcement provisions of the Securities Act and the Exchange Act reach Traffic Monsoon’s sales to customers outside of the...more

A&O Shearman

SEC Obtains Temporary Restraining Order Halting Initial Coin Offering

A&O Shearman on

On October 5, 2018, the Securities and Exchange Commission (“SEC”) obtained a temporary restraining order (“TRO”), halting a planned initial coin offering (“ICO”) by a San Diego based company (the “Company”) and its owner in...more

Wilson Sonsini Goodrich & Rosati

Getting to a Fully Operational Token Platform

Wilson Sonsini Goodrich & Rosati on

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

Schwabe, Williamson & Wyatt PC

SEC to ICO Players: Our Game, Our Rules

Schwabe, Williamson & Wyatt PC on

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

Gray Reed

Securities Fraud – a Lesson for Promoters

Gray Reed on

We discussed SEC v. Arcturus et al last week and promised more. Here it is. Did defendants commit securities fraud? It doesn’t matter. Violations of Sections 5 of the Securities Act and 15.A of the Exchange Act are...more

K&L Gates LLP

Successful Motions to Dismiss Securities Class Actions, A Review of What Worked in 2014

K&L Gates LLP on

Motions to dismiss have been called “the main event” in securities class actions. They are filed in over 90% of securities class actions and they result in dismissal close to 50% of the time they are filed. In contrast, out...more

Dorsey & Whitney LLP

This Week In Securities Litigation

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The Fifth Circuit decided a significant case on loss causation. The Court concluded that the truth could emerge from a series of disclosures which, in and of themselves were not sufficient to uncover the fraud, but which when...more

Ballard Spahr LLP

Industry Concerns Prompt SEC To Modify MCDC Initiative

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In response to concerns raised by industry participants, the Securities and Exchange Commission (SEC) has made some modifications to its Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative). The SEC...more

Orrick - Finance 20/20

Extension of Exemptions for Security-Based Swaps

Orrick - Finance 20/20 on

On February 5, the SEC extended interim final rules that exempt security-based swaps that were security-based swap agreements prior to July 16, 2011, and are defined as “securities” under the Securities Act and the Exchange...more

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