Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
Under Canadian securities law, the requirement to register as a dealer is triggered by trading securities for a business purpose. One of the uncertainties under the “business trigger” test and associated guidance is whether...more
On March 20, 2025, the SEC’s Staff of the Division of Corporation Finance (the “Division”) issued a statement providing its views that crypto mining activities (as defined in its statement) do not involve the offer and sale...more
Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more
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
On December 23, 2023, BarnBridge DAO (“BarnBridge”) and its founders, Tayler Ward and Troy Murray, agreed to settle charges with the U.S. Securities and Exchange Commission (“SEC”). BarnBridge violated Sections5(a) and 5(c)...more
Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions....more
In Kraft (Re), 2023 ONCMT 36 (“Kraft”), a recent decision of Ontario’s Capital Markets Tribunal (the “Tribunal”), the panel considered the meaning of the “necessary course of business” (“NCOB”) exception to the general...more
Arguments presented by Coinbase in its answer to SEC charges would, if accepted, potentially deprive the SEC of its most effective tool in regulating digital assets. The SEC alleges in a Complaint in SDNY that Coinbase...more
Like Zeus unleashing the Kraken in Clash of the Titans, the U.S. Securities and Exchange Commission (SEC) has unleashed the Kraken (not the digital asset company) to unleash havoc on Genesis Global Capital LLC (Genesis) and...more
The Securities and Exchange Commission (“SEC”) unanimously voted yesterday to re-propose a rule to prohibit conflicts of interest in certain securitization transactions. The SEC previously proposed, but never finalized, this...more
Yesterday, the Securities and Exchange Commission proposed a rule to implement Section 27B of the Securities Act. This section was added as a result of the addition of Section 621 of the Dodd-Frank Act, which was a late...more
Regulated securities firms need to take significant actions to ensure that their company is complying with the legal requirements set out by regulations promulgated by the U.S. Securities and Exchange Commission (SEC) and the...more
The Securities and Exchange Commission recently announced it will hold an open meeting on January 25, 2022, which will be webcast, in order to consider whether to propose a new rule to implement Section 27B of the Securities...more
In a case watched by companies that offered and sold digital assets Federal District Court Judge Paul Barbadoro recently granted summary judgment for the Securities and Exchange Commission (“SEC”) against LBRY, Inc. This case...more
While the blockchain crypto community is processing the latest round of “crypto contagion,” potentially lost in the busy news week was a significant legal development regarding what digital assets qualify as securities under...more
Is today a Business Day? Good question, depends who you ask. The SEC’s EDGAR filing system is closed today for the Juneteenth Holiday. Because today is a federal holiday, today will not count as a business day in the filing...more
A new trading platform is in the works for family offices, which will simplify the deal-making process for private market securities. ShareNett Holdings LLC — a membership-based investment platform serving family offices...more
By a 3-2 vote, the Securities and Exchange Commission (the “SEC”) approved the publication of a release on December 18, 2019, generally expanding the scope of the definitions of “accredited investor” in Rule 501(a) of...more
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more
In a December 18, 2019 release, the U.S. Securities and Exchange Commission proposed to amend the definition of “accredited investor” in Rule 501 of Regulation D and the definition of “qualified institutional buyer” in Rule...more
Digital assets and Blockchain technologies which were once described as the tools of criminals, are now a key part of efforts by traditional financial services firms to transform their businesses and innovative firms looking...more
On December 18, the U.S. Securities and Exchange Commission (“SEC”) issued a proposal to update the definition of “accredited investor” pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (“Securities Act”)...more
The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule...more
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more