On June 25, 2024, the Securities and Exchange Commission (the “SEC”) charged an advanced materials company and its former executive officers with market manipulation, fraud and other securities law violations. The charges related to the alleged artificial inflation of the price of the company’s shares and the issuance and sale of shares through the company’s
Supreme Court Holds That SEC In-House Courts Cannot Adjudicate Enforcement Actions Seeking Civil Penalties For Securities Fraud Violations
SEC v. Jarkesy, No. 22-859
Introduction: In a decision with significant, wide-ranging consequences for federal agency enforcement authority, the Supreme Court today held that the Seventh Amendment bars the Securities and Exchange Commission (SEC) from using in-house administrative adjudications to impose civil penalties for securities-fraud violations. Those actions must be brought in federal court
House Passes Digital Asset Market Structure Legislation: Financial Innovation and Technology for the 21st Century Act (FIT21)
On May 22, 2024, the US House of Representatives passed H.R. 4763 – the Financial Innovation and Technology for the 21st Century Act (FIT21) – the first time a chamber of Congress has passed major digital asset legislation. While the prospects of FIT21 becoming law remain very uncertain, FIT21 is an important milestone in the
U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule 10b–5(b)
Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held that a failure to disclose information cannot support a private action under Rule 10b–5(b) if the failure did not render any statements made misleading. Though the Court framed the case around the narrow issue of whether the failure to
SEC Stays Climate-Related Disclosure Rules
The SEC paused implementation of the climate-related disclosure rules in the face of significant legal challenges. The rules would impose substantial disclosure mandates on companies, including concerning the costs of extreme weather events, corporate strategies for addressing climate change, corporate governance procedures and, for certain companies, greenhouse gas emissions.
The SEC had proposed the rules
New Edition: Corporate Finance and the Securities Laws
We just published a new edition of Corporate Finance and the Securities Laws. This is the seventh edition. A new edition provides an opportunity to go through the whole book and evaluate the organization of it, whether there is material that is outdated and needs refreshing (beyond that undertaken in connection with regular annual updates)
For the First Time, the US SEC Sanctions an NFT Issuer for Selling Unregistered Securities in SEC v. Impact Theory
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
Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling
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
Defining Digital Asset Securities: US District Court Issues Summary Judgment Rulings in SEC v. Ripple Labs
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
Corporate Finance and the Securities Laws (Sixth Edition): The 2022 Edition
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