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

…

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 I. 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, …

Skadden Discusses California Ruling Upholding Exclusive Federal Forum Charter Provision

By Virginia Milstead, Peter B. Morrison and Raza Rasheed September 22, 2020 by snehapandya

On September 1, 2020, Judge Marie S. Weiner of the San Mateo County, California Superior Court held that an exclusive federal forum provision was enforceable under California law. See Wong v. Restoration Robotics, Inc., No. 18CIV02609 (Cal. Super. Ct., Sept. …

Cleary Gottlieb Discusses How Court Allowed Securities Liability for Slack’s Direct Listing

By Nicolas Grabar, David Lopez, Jared Gerber and Les Silverman May 4, 2020 by renholding

Over the last two years, direct listings – in which companies list their stock on an exchange to enable insiders and early investors to sell their holdings to the public without issuing new shares – have received considerable attention as …

“Cyan,” Reverse-“Erie,” and the PSLRA Discovery Stay in State Court

By Wendy Gerwick Couture June 14, 2019 by renholding

In the wake of the Supreme Court’s holding in Cyan, Inc. v. Beaver County Employees Retirement Fund[1] that state courts have concurrent jurisdiction over Securities Act claims, even if asserted as class actions, there has been an influx of …

Prosecuting Securities Fraud Under Section 17(a)(2)

By Wendy Gerwick Couture March 20, 2019 by renholding

Traditionally, securities fraud has been civilly enforced under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and criminally prosecuted under Section 32 of the Exchange Act. Recently, however, the SEC has increasingly asserted claims under Section 17(a)(2) …

Latham & Watkins Discusses Supreme Court Hearing on State Jurisdiction Over Securities Claims

By Joshua G. Hamilton, James H. Moon and Tanya Syed December 7, 2017 by renholding

On November 28, 2017, the Supreme Court of the United States held oral argument in the highly anticipated case of Cyan, Inc. v. Beaver County Employees Retirement Fund, No. 15-1439, to decide whether the Securities Litigation Uniform Standards Act …

Gibson Dunn Updates Securities Litigation for First Half of 2017

By Monica Loseman, Paul Collins, Douglas Cox, Brian Lutz and Mark Perry August 4, 2017 by renholding

The first half of 2017 brought with it a nearly unprecedented rate of new filings (a pace few predicted), as well as several important developments in the securities laws. Among other things, the U.S. Supreme Court decided to weigh in …

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