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Securities Regulation Securities Act of 1933 Investors

Herbert Smith Freehills Kramer

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

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

Mayer Brown Free Writings + Perspectives

Florida: Clear Blue Skies

In October 2024, Florida amended its blue sky law so that the “bad actor” disqualification provisions of Rule 506(d) under the Securities Act of 1933 also would apply to, among other exempt transactions, offerings to Florida...more

Shumaker, Loop & Kendrick, LLP

Client Alert: SEC Provides New Guidance Regarding Accredited Investor Verification in Rule 506© Offerings

Under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), general solicitation of prospective purchasers is permitted if the issuer takes reasonable steps to verify the purchasers’...more

Oberheiden P.C.

Frequently Asked Questions About Regulation D Private Placements

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Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....more

Latham & Watkins LLP

The Latham Global IPO Guide - 2025 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

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With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more

Akin Gump Strauss Hauer & Feld LLP

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

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

Oberheiden P.C.

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

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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

Cooley LLP

On Remand From SCOTUS, Ninth Circuit Rejects Investor’s Efforts to Save Section 11 Direct Listing Claim, Holds Section 12(a)(2)...

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On February 10, 2025, the US Court of Appeals for the Ninth Circuit issued the latest decision in Pirani v. Slack Technologies, a long-running case examining the tracing requirements under Sections 11 and 12 of the Securities...more

Mayer Brown Free Writings + Perspectives

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

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

Winstead PC

The Importance of Timely Filing a Form D

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On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against two private companies and one registered investment adviser (the “Parties”). These charges asserted that the Parties...more

Troutman Pepper Locke

SEC Releases New Guidance on Tailored Shareholder Reports

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On January 19, 2024, the Division of Investment Management staff at the Securities and Exchange Commission (SEC), released several responses to frequently asked questions (FAQs) related to the adoption of rules and form...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

A&O Shearman

United States Supreme Court Hears Oral Argument in Securities Act Case Raising Questions of Standing

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Yesterday the United States Supreme Court heard oral argument in a case raising questions of when investors have standing to sue under Sections 11 and 12(a)(2) of the Securities Act of 1933 (the “Securities Act”). Slack...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Hogan Lovells

SEC proposes rules to expand and clarify "accredited investor" definition

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Last week, the U.S. Securities and Exchange Commission (SEC) proposed new rules to expand and clarify the definition of "accredited investor" under the U.S. Securities Act of 1933. Among other things, the rules would open...more

Mayer Brown Free Writings + Perspectives

Legal Update: Testing the Waters for All – New Rule 163B Expands TTW to All Issuers

On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act)....more

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