Non-fungible token (“NFT”) issuers and the NFT market will want to take note of the US Securities and Exchange Commission’s (“SEC”) statement this week that NFTs issued by Impact Theory, LLC were “securities” under US federal securities law and the sale of those NFTs without registration or reliance on an exemption from the registration requirements

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down, a different court in the Southern District of New York has distinguished the approach taken in Ripple and argued against its policy outcomes in another, high-profile enforcement action by the SEC involving digital assets. In this Legal Update, we examine

In a closely-watched ruling, on July 13, 2023, a US federal court granted summary judgment and made several key determinations on the question of whether digital tokens are “securities” for US securities law purposes. While the Court’s decision provides a number of meaningful rulings, it leaves many questions unanswered and will not be the final

The 2022 update to the Sixth Edition of Corporate Finance and the Securities Laws was recently published by Wolters Kluwer.

The update includes discussions of the recent regulatory approach to digital currencies, the accounting and disclosure consequences of the Russian invasion of the Ukraine and subsequent sanctions, the unexpected SEC staff position regarding Rule 15c2-11

On June 30, 2022, the U.S. Supreme Court decided West Virginia et al. v. Environmental Protection Agency, holding that the EPA lacks authority under Section 7411(d) of the Clean Air Act to limit greenhouse gas emissions from power plants through “generation shifting,” i.e., increasing the use of cleaner energy sources like wind and

Underscoring the U.S. Securities and Exchange Commission’s (SEC) attention to environmental, social, and governance (ESG) disclosures, the SEC has charged Vale S.A., a publicly traded Brazilian mining company, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho dam. This Legal Update highlights allegations

On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements containing climate-related financial impact and expenditure metrics, report their greenhouse gas emissions, and disclose details of how climate change is affecting their businesses.

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies (“SPACs”) in connection with their initial public offerings (“IPOs”) and subsequent de-SPAC transactions. Comments on the Proposed Rules are due 30 days after

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There have been a number of litigation and enforcement developments targeting the SPAC market. These include private litigation claims brought following de-SPAC transactions in Delaware Chancery Court alleging breaches of fiduciary duty, federal securities claims relating to proxy/prospectus disclosures, and federal securities fraud claims

What’s new in the 2021 update of Corporate Finance and the Securities LawsQuite a lot. 

Highlights in the update include discussions addressing: digital currencies, electronic document delivery, “green bonds” and sustainability-linked bonds, developments in the convert market, which was particularly active in 2020 and 2021, and developments in the insurance-linked market. The update