California Corporate & Securities Law

I recently wrote about the Securities and Exchange Commission's announcement that it had settled "charges" against several entities for failing to file time Forms D. One of the entities settling with the SEC is a registered investment adviser to...

Last week, the U.S. Securities and Exchange Commission announced that it had settled "charges" against two private companies and one registered investment adviser for failing to timely file Forms D for several unregistered securities offerings in...

Professor Ann Lipton recently wrote about an ingenious scheme developed by the Federal Bureau of Investigation that has resulted in indictments of 18 individuals and entities for alleged fraud and manipulation in the crypto currency markets....

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...

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...

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...

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:

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...

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...