Securities Act

Shadow SEC Statement No. 12: The SEC’s Retreat from Enforcement (and the Special Case of Mandatory Arbitration Clauses)

By John Coates, John C. Coffee, Jr., James D. Cox, Merritt B. Fox and Joel Seligman August 10, 2026 by renholding

Since the Securities Act of 1933, Congress has created and carefully maintained a two-track enforcement system that relies on both public enforcement and private enforcement to prevent fraud and protect investors. Congress has at times adjusted the balance of advantage …

How to Evaluate Non-Majority Control: What the Statutory Consensus Tells Us

By J. Travis Laster June 2, 2026 by renholding

For the past two decades, Delaware court decisions addressing non-majority control have aligned with one of two competing schools of thought. A functional school has examined the ability to exercise control over corporate conduct, considered multiple sources of influence, and …

Sullivan & Cromwell Discusses Second Circuit Decision Affirming Dismissal in Major Securities Fraud Case

By Jeffrey T. Scott, Jacob E. Cohen, Matthew J. Porpora and Robert W. Downes May 18, 2026 by renholding

The U.S. Court of Appeals for the Second Circuit recently affirmed the dismissal of a securities fraud class action against S&C client Barclays in Knapp v. Barclays PLC. S&C represented Barclays in the appeal. The court resolved two “issues …

Gibson Dunn Discusses SEC Division of Corporation Finance’s Helpful Updates to Guidance

By Mellissa Campbell Duru, Sebastian L. Fain, Gina Hancock, Julia Lapitskaya and Rodrigo Surcan February 10, 2026 by renholding

On January 23, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission issued several new and updated Compliance and Disclosure Interpretations (C&DIs) related to Proxy Rules, Executive Compensation, Tender Offers and Schedules, and Securities Act …

Davis Polk Discusses SEC Guidance Facilitating IPOs During the Shutdown

By Maurice Blanco, Michael Kaplan, John B. Meade, Byron B. Rooney and Richard D. Truesdell, Jr. October 20, 2025 by renholding

Following discussions with Davis Polk and other leading capital markets law firms, the SEC posted updated guidance that provides a path forward for companies seeking to IPO during the shutdown. Because the SEC is currently shut down, it cannot declare …

Wachtell Lipton Discusses Proposed End of Quarterly Reporting and Action on Shareholder Litigation

By Martin Lipton, Adam O. Emmerich, David A. Katz and Joseph S. Payne September 26, 2025 by renholding

The U.S. Securities and Exchange Commission last week took steps toward modernizing the periodic reporting system for public companies, and also permitted issuers to include mandatory arbitration provisions in their charters and/or bylaws in connection with IPOs and other securities …

Startup Compensation 2.0

By Abraham Cable February 10, 2025 by renholding

In the early stages of the unicorn era, it seemed that Rule 701 under the Securities Act, which provides a generous exemption for private company equity compensation, might not be up to the task.  It is one thing to conclude …

Cahill Gordon Discusses Second Circuit Decision Lowering Bar for Materiality in Fraud Claims Against Auditors

By Joel Kurtzberg, John MacGregor, Jason Rozbruch and Jessica Urgo January 13, 2025 by renholding

On October 31, 2024, a Second Circuit panel amended its August 2023 decision in New England Carpenters Guaranteed Annuity & Pension Funds v. DeCarlo after granting a motion for rehearing1 and held that misstatements in an audit opinion may be

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John C. Coffee, Jr. – What Would a Trump Administration Mean for Securities Regulation?

By John C. Coffee, Jr. August 5, 2024 by renholding

There can be no debate: The Administrative State has been scaled back. The rule-making powers of administrative agencies have clearly been curbed. Most blame the Supreme Court and particularly its decision in West Virginia v. EPA, 597 U.S. 697 …

Regulate Congressional Trading Through Registration Under the  Securities Laws

By Sarah J. Williams January 23, 2024 by renholding

Illegal insider trading is the weird Barbie of securities regulation, a concept that, like the movie-version of the doll, has been pushed and pulled and misshapen over time. It started with the notion that trading securities of a company based …

The Use of NFTs in Raising Non-Investment Funding

By Joan MacLeod Heminway October 17, 2023 by renholding

In their practices, corporate finance lawyers typically focus on private investments in public and private for-profit businesses.  With the introduction of more blockchain applications, however, the structure and implementation of coin and token offerings have also become logical areas for …

SEC v. Ripple: Everyone Loses

By Edwin Hu July 18, 2023 by renholding

On July 13, Judge Analisa Torres handed down a long-awaited decision in SEC v. Ripple. Crypto enthusiasts immediately began celebrating the opinion as holding that XRP, the Ripple token, was not a security. Others welcomed the finding that certain …

Paul Weiss Discusses Supreme Court Decision Limiting Who May Sue Under Section 11 of Securities Act

By Kannon K. Shanmugam, Susanna M. Buergel, Andrew J. Ehrlich, Audra J. Soloway and Brian M. Lipshutz June 7, 2023 by renholding

On June 1, 2023, the Supreme Court unanimously held in Slack Technologies v. Pirani that Section 11 of the Securities Act of 1933 requires plaintiffs to plead and prove that they bought shares registered under the registration statement they claim …

How Changes to Form 8-K Disclosure Rules Affect Corporate Innovation

By Yangyang Chen, Yue Luo, Jeffrey Pittman and Qin Tan March 15, 2023 by renholding

Studies have shown that the disclosure of information can affect a company’s technological innovation in different ways, depending on how complete or timely it is. The complete disclosure can promote innovation by making capital providers more receptive to providing financing, …

Simpson Thacher Discusses Supreme Court Case on Standing and Direct-Listing Shares

By Jonathan Youngwood, Peter Kazanoff, Craig Waldman, Stephen Blake and David Elbaum February 6, 2023 by renholding

On December 13, 2022, the Supreme Court granted certiorari to consider whether Sections 11 and 12(a) of the Securities Act require a plaintiff who purchased shares through a direct listing to plead and prove that he bought shares registered under …

SEC Chair Gensler Speaks on Crypto and the Securities Laws

By Gary Gensler September 9, 2022 by renholding

Joseph Kennedy, the first Chairman of the SEC, had a saying: “No honest business need fear the SEC.”[1]

In the depths of the Great Depression, Congress and President Franklin Delano Roosevelt (known for a slightly more famous quotation about

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To Remove or Not To Remove: Is that the Question in 1933 Act Securities Cases?

By Tanya Pierce March 25, 2022 by renholding

When the removal provisions of the Securities Act of 1933 (1933 Act) and the Class Action Fairness Act of 2005 (CAFA) conflict, the 1933 Act should prevail. The conflict arises in cases involving initial offerings of noncovered securities when plaintiffs …

Legal Guardrails for a Unicorn Crackdown

By Alexander Platt February 17, 2022 by renholding

The SEC is undertaking an historic effort to redraw the boundary between public and private companies.  After years of watching – and sometimes encouraging – the explosive growth in less tightly regulated private markets and the proliferation of so-called “unicorns,” …

The Jobs Act Did Not Raise IPO Underpricing

By Omri Even-Tov, Panos N. Patatoukas and Young S. Yoon September 17, 2021 by renholding

The JOBS Act was signed into law on April 5, 2012, with the objective of improving access to the public capital market for growth companies. Title I of the JOBS Act amended the Securities Act and the Exchange Act and …

The SEC, Digital Assets, and Game Theory

By Yuliya Guseva August 27, 2021 by renholding

Digital assets, cryptoassets, cryptocurrencies, and security-tokens have become ubiquitous. Yet approaches to regulating them differ around the globe. In the U.S., the Securities and Exchange Commission (“SEC” or “Commission”) has become a uniquely active crypto-regulator. In my recent article, …