California Corporate & Securities Law

Last week, the United States General Services Administration, Department of Education, and Department of Health and Human Services sent a letter to Alan M. Garber, the President of Harvard University, and Penny Pritzker, Lead Member of the Harvard...

Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements. Because the statute refers to sellers, it seems unlikely that investors themselves...

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: