Earlier this month, the Southern District of New York issued its final ruling and remedies order in Securities and Exchange Commission v. Ripple Labs, Inc. Judge Analisa Torres found that the SEC failed to show that any investor was harmed by Ripple’s sales of the crypto asset XRP, rejecting the SEC’s disgorgement theory.
The court…
The Securities and Exchange Commission adopted Rule 3c-7, which adjusts for inflation the dollar threshold used in defining a “qualifying venture capital fund” under the Investment Company Act, as required pursuant to Section 504 of the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (“EGRRCPA”). The final rule allows the SEC to adjust…
On July 31, 2024, the Securities and Exchange Commission (“SEC”) announced that it agreed to settle allegations that a California-based broker-dealer sold in excess of $13 million in “L bonds,” a speculative, unrated debt security, to retail customers with lower risk profiles. The settlement of this case is notable because it was the SEC’s first…
The Director of the SEC’s Division of Corporation Finance (the “Division”), Erik Gerding, shared his views on the state of public company disclosures during 2023 and the SEC Staff’s review priorities for 2024. The statements were made in April 2024 at the Practicing Law Institute’s 2024 The SEC Speaks Conference and were recently published in…
As part of a panel discussion at the Practising Law Institute’s 2024 SEC Speaks Conference held on April 2, 2024, the Director of the SEC’s Division of Corporation Finance, Erik Gerding, highlighted several risks and disclosures relating to commercial real estate (CRE) that the Staff has recently focused on and expects to continue to focus…
On July 31, 2024, the US Securities and Exchange Commission (SEC) staff in the Division of Corporation Finance posted three new Compliance and Disclosure Interpretations (C&DIs) related to the rules and forms adopted under Regulation AB, the Securities Act, and the Exchange Act with respect to asset-backed securities. C&DIs provide guidance to those who must…
On June 21, 2024, The Nasdaq Stock Exchange (“Nasdaq”) filed a proposed rule change with the Securities and Exchange Commission to modify the application of the bid price compliance period as a result of which a company takes action that causes non-compliance with another listing requirement. Companies that have equity securities with low trading prices…
Regular visitors to SEC.gov know this already, but the Commission has reformatted and reorganized its website. SEC practitioners everywhere have long recognized the site as an indispensable resource. Users are afforded instantaneous access at no cost to vast amounts of information. First, there is EDGAR, the electronic filing system created in the early eighties under…
On July 1, 2024, the Securities and Exchange Commission adopted rule and form amendments that require issuers of registered index-linked annuities (“RILAs”) to exclusively register their offerings on Form N-4. The final amendments (“RILA Amendments”) are focused on increasing and simplifying disclosure to RILA investors. Under the RILA Amendments, Forms S-1 and S-3 under the…
The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee will be meeting on July 30, 2024. The meeting will focus on changes to the U.S. Small Business Administration’s (SBA) Small Business Investment Company (SBIC) program. The Committee will discuss capital raising by smaller businesses, including the role played by the SBA and the…
