News & Analysis as of

Securities and Exchange Commission (SEC) Securities Transactions Securities Regulation

Gordon Rees Scully Mansukhani

SEC No-Action Letter and Compliance Guidance Establish New Accredited Investor Verification Standard

In response to a request for no-action submitted by the law firm Latham & Watkins on March 12, 2025 (No-Action Letter), the Securities and Exchange Commission (SEC) Division of Corporation Finance’s staff (Staff) provided new...more

BCLP

Modernizing UK Trade Settlement Standard: The Road Ahead

BCLP on

The Accelerated Settlement Taskforce is currently examining a potential migration by the U.K. from a so-called T+2 to a T+1 settlement standard, i.e., reducing the time it takes for securities transactions to settle, having...more

Bowditch & Dewey

Lies and Half-Truths and Omissions, Oh My! Considering Rule 10b-5(b) after Macquarie Infrastructure Corp. v. Moab Partners L.P....

Bowditch & Dewey on

SEC Rule 10b-5(b) makes it unlawful, in connection with the offer and sale of securities, for any person to make any untrue statement of material fact or omit to state a material fact when the omission renders any statements...more

Carlton Fields

SEC Seriously Limits Dealer/Trader Distinction: Betting Window Open Re Federal Court Veto

Carlton Fields on

On February 6, 2024, the SEC adopted new rules under the Securities Exchange Act of 1934 (Exchange Act), to expand the scope of “dealers” and “government securities dealers” required to register under the Exchange Act, become...more

Mayer Brown

US SEC Adopts Rules on Definitions of “Dealer” and “Government Securities Dealer”: Focus on Investment Advisers and Investment...

Mayer Brown on

On February 6, 2024, the Securities and Exchange Commission (SEC) adopted Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (Exchange Act), which significantly expand the definitions of “dealer” and “government...more

Jones Day

Who Needs Customers, Anyway? New SEC Rules Turn Traders Into Dealers

Jones Day on

The Securities and Exchange Commission (the "SEC" or "Commission") has adopted new rules that further define the phrase "part of a regular business" for purposes of determining whether a person is a "dealer" or "government...more

Troutman Pepper Locke

11th Circuit Rules Against SEC Penny-Stock Ban

Troutman Pepper Locke on

In a 2-1 opinion issued on February 14, 2024, an Eleventh Circuit panel partially reversed a lower court ruling that would have barred a defendant from participating in future penny-stock offerings. The majority found it was...more

Polsinelli

Blockchain+ Bi-Weekly - February 2024 #2

Polsinelli on

The Blockchain Bi-Weekly presented by the Polsinelli Blockchain+ team is a rundown of some of the key stories in the Web3, blockchain and crypto ecosystems curated by our attorneys navigating the intersections of code, smart...more

Mayer Brown

SEC Adopts Rules to Require Registration of Certain Persons Engaging in Liquidity-Providing Activities as “Dealers” and...

Mayer Brown on

On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in...more

Carlton Fields

SEC Wants More Securities Traders Under Its Dealer Big Top: Would Require Exchange Act Registration by More Regular Traders

Carlton Fields on

Recent SEC actions relating to the definition of “dealer” under the Securities Exchange Act of 1934 may enable the SEC to start cracking the whip over more persons who actively trade securities for their own account “as part...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Rule Amendments Requiring Increased Disclosure of Short Selling and Securities Lending Activities of Institutional...

On October 13, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules requiring increased disclosure of short selling activities of institutional investment managers and securities lending activities of...more

Farrell Fritz, P.C.

SEC’s First Two NFT Enforcement Actions Cast Shadow of Ambiguity

Farrell Fritz, P.C. on

The Securities and Exchange Commission recently brought its first two enforcement actions against issuers of non-fungible tokens (NFTs), resulting in cease-and-desist orders, penalties and other remedies, finding that the...more

Mayer Brown Free Writings + Perspectives

Reg AB Related C&DI

Recently, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance in the form of a new Compliance and Disclosure Interpretation (C&DI) as part of the Regulation AB...more

Mayer Brown Free Writings + Perspectives

SEC Significantly Narrows Exemption from FINRA Membership for Proprietary Trading Firms

On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Rule 15b9-1 (“Rule 15b9-1”) under the Securities Exchange Act of 1934 (the “Exchange Act”) that generally...more

Jones Day

SEC Brings Its First Enforcement Action Against Non-Fungible Token Sellers

Jones Day on

Two SEC commissioners dissented and urged the Commission to provide further guidance on non-fungible tokens ("NFTs")....more

Mayer Brown Free Writings + Perspectives

For the First Time, the US SEC Sanctions an NFT Issuer for Selling Unregistered Securities in SEC v. Impact Theory

In a published settlement of the charges on August 28, 2023, the US Securities and Exchange Commission (“SEC”) stated that non-fungible tokens (“NFTs”) issued by Impact Theory, LLC (“Impact”) were “securities” under US...more

Ballard Spahr LLP

SEC Finds NFT to Be a Security in Landmark Action

Ballard Spahr LLP on

Summary - The SEC’s focus on the crypto industry expanded this week to include non-fungible tokens (NFTs). In its first NFT-enforcement action, the SEC settled with Impact Theory, a media and entertainment company, over...more

Carlton Fields

SEC Places Short Order for T+1: But Insurance Products Mostly Off the Menu

Carlton Fields on

In February 2023, the SEC adopted rule amendments that require most securities transactions effected by broker-dealers to be settled within one business day (T+1), rather than the currently required two business days. The SEC...more

Jones Day

Supreme Court: Even in a Direct Listing, Section 11 Requires Plaintiffs to Trace Shares to Registration Statement - The Court's...

Jones Day on

A unanimous Supreme Court has confirmed that a claim brought under section 11 of the Securities Act of 1933 ("1933 Act") requires that a plaintiff plead and prove that the shares purchased were issued pursuant to an allegedly...more

Troutman Pepper Locke

Unanimous Supreme Court Sharply Limits Liability under Section 11 for Companies Issuing Securities Through Direct Listings

Troutman Pepper Locke on

In a unanimous decision, the U.S. Supreme Court held in Slack Technologies v. Pirani, No. 22-200, 2023 WL 3742580, 598 U.S. __ ( June 1, 2023) that a claim under Section 11 of the Securities Act of 1933 is not viable unless a...more

Carlton Fields

SEC Stirs Its Pot of Cybersecurity Preparedness and Response Proposals

Carlton Fields on

The SEC remains laser-focused on cybersecurity, with the agency recently reopening the comment period on a sweeping rule for investment advisers and investment companies. In addition, the SEC issued proposed enhancements to...more

Troutman Pepper Locke

New Disclosure Requirements for Public REITs' Share Repurchases

Troutman Pepper Locke on

On May 3, the Securities and Exchange Commission (SEC) adopted final amendments that call for certain quantitative and qualitative disclosure requirements with respect to repurchases of an issuer’s equity securities that are...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Final Rules Removing Credit Ratings References from Regulation M

On June 7, 2023, the US Securities and Exchange Commission (the “SEC”) unanimously adopted final rules amending Regulation M (the “Final Rules”) to remove its references to credit ratings, replace them with alternative...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Final Rules to Remove and Replace Credit Ratings References in Regulation M

During this yesterday's open meeting of the U.S. Securities and Exchange Commission (the “SEC”), the Commissioners unanimously voted to adopt amendments to remove references to credit ratings from Regulation M, and replace...more

A&O Shearman

United States Supreme Court Confirms That Section 11 Of The Securities Act Requires A Plaintiff To Plead And Prove Purchase Of...

A&O Shearman on

On June 1, 2023, the United States Supreme Court held in a unanimous decision that, under Section 11 of the Securities Act of 1933 (the “Securities Act”), plaintiffs must plead and prove that they purchased securities that...more

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