A Form D Is Not A Registration Statement And Why It Might Matter

Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. Regulation D is a series of...

Do Issuers Fail To File Form Ds Because They Fear Trolls?

A new paper ostensibly connects the dots between failing to file a Form D, as required by Regulation D, and "patent trolls".   A "patent troll" is a company, typically that does not produce any product or provide any service, that purchase patents for...

James Joyce Ineluctably Meets Cryptoassets

In a recent post on the Harvard Law School Forum on Corporate Governance, Jai Massari discusses a new paper that argues fungible cryptoassets are not securities under existing U.S. federal securities laws while initial coin offerings (ICOs) and...

SEC Labels Accountant's Letter "Irrelevant" To Rule 506(c)

Rule 506(c) under the Securities Act of 1933 allows an issuer to solicit and generally advertise an offering exempt pursuant to Regulation D if:

What's Misleading About "Leading"?

In this post yesterday, John Jenkins took aim at issuer's that characterize themselves as "leading".  He notes that the SEC Staff has and continues to comment on such characterizations.  I think that in some casesthese comments are a waste of time...

Why Section 11 Is A Big Deal

Many law firms will undoubtedly publish alerts on yesterday's decision by the Ninth Circuit Court of Appeals in Pirani v. Slack Techs., 2021 U.S. App. LEXIS 28319. The court held that issue arose from the New York Stock Exchange's rule allowing...

Nevada Begins 81st Legislative Session With Proposal For Significant Corporate Law Changes

On Monday, the Nevada legislature commenced its 81st session.   The legislature meets biennially in odd numbered years.  The Session is limited to 120 days.  Nev. Const. Art. 4, § 2.  Yesterday, Senator James Ohrenschall introduced SB 95 which would make...

California Court Rules Federal Forum Provision To Be "Procedurally unconscionable. Indeed, glaringly so."

In the wake of the U.S. Supreme Court's decision in Cyan Inc. v. Beaver Co. Employees Retirement Fund, 138 S. Ct. 1061 (2018) and the Delaware Supreme Court's subsequent holding Salzberg v. Sciabacucchi, 227 A.3d 102 (2020), many Delaware...

Did James Joyce Inspire Howey?

Anyone who has studied securities regulation has been exposed to the United States Supreme Court's decision in SEC v. W.J. Howey, 328 U.S. 293 (1946) establishing the definition of "investment contract" under the Securities Act of 1933. The...

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