SEC: QOF Interests Are Typically Securities

Yesterday, the staffs of the North American Securities Administrators Association (NASAA) and the Securities and Exchange Commission (SEC) issued a statement describing the "opportunity zone" program created by the Tax Cuts and Jobs Act.  The...

SEC Enforcement Action Demonstrates That Timing Is Everything

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933.  If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering within the meaning of...

Why Does The SEC Insist That Some Defendants Lie?

In 1972, the Securities and Exchange Commission adopted what has become known as the "gag rule":

SEC Is On The Look Out For Touts

Last week, the Securities and Exchange Commission announced settled charges against professional boxer Floyd Mayweather Jr. and music producer Khaled Khaled, known as DJ Khaled.  Notably, the SEC's orders did not use the words "false",...

With Respect To Scienter, The Ninth Circuit Walks By Its Wild Lone

Although the United States Supreme Court has never directly addressed the issue, many lower courts have inferred that a private right action exists under Section 14(e) of the Exchange Act.  That may not come of much a surprise since it was modeled...

Why I Disagree With A Semi-Annual Reporting Mandate (And It Probably Isn't The Reason That You Expect)

Last Friday, President Trump tweeted that he has asked the Securities and Exchange Commission to study stopping quarterly reporting and going to a six-month reporting system.  A few years back, I proposed a more free market approach:

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