The SEC, MSRB, and FINRA have announced the registration opening for their Compliance Outreach Program for municipal market professionals, scheduled for November 20-21, 2024, in Denver, Colorado. The event, offering both in-person and virtual attendance, provides an opportunity for municipal advisors and dealers to engage directly with regulatory staff on key issues including compliance challenges, examination priorities, and regulatory outlooks.

Public companies pivoting to new business models must avoid becoming “shell companies,” which triggers SEC restrictions and potential NYSE delisting. Learn how to strategically plan your pivot to stay compliant and avoid regulatory risks.

This blog examines Rules 801 and 802 of the Securities Act, which offer registration exemptions for Foreign Private Issuers (FPIs) conducting rights offerings, exchange offers, or business combinations. It highlights eligibility criteria, filing requirements, and the importance of equal participation for U.S. investors.

Creating a complete trading strategy is essential for long-term success. This blog outlines five key elements that should be part of every trader's plan, from understanding market context to setting risk levels and exit strategies.

Guidehouse Inc. and Nan McKay & Associates have agreed to pay a combined $11.3 million to settle allegations of violating the False Claims Act. The case involved cybersecurity failures that compromised sensitive information in New York’s Emergency Rental Assistance Program during the COVID-19 pandemic. This settlement highlights the critical importance of adhering to cybersecurity requirements in federally funded programs.

FINRA Rule 6490 gives FINRA discretionary power over corporate actions like stock splits or mergers for companies trading on the OTC Markets. Learn about this rule and how the new FINRA Gateway system simplifies submission and processing.

Earlier this month, 38 Congressional Democrats urged the SEC to enforce existing climate disclosure rules while litigation is pending. They called for commitments to enforce current rules, remind registrants of alternative climate reporting regimes, and continue greenhouse gas emissions disclosures. The letter also asked for guidance and resources if the new rules survive litigation.

Reviving a shell company for active trading on the Over-the-Counter Bulletin Board (OTCBB) can be a technical process, requiring detailed due diligence and compliance with SEC regulations. The 15c2-11 process, overseen by FINRA, allows market makers to quote the company’s securities after verification of corporate filings, financial audits, and legal standing. A knowledgeable securities attorney plays a key role in reinstating the company’s charter, managing SEC comments, and ensuring all compliance standards are met, paving the way for future mergers or active trading.

On June 27, 2024, the SEC’s Office of the Investor Advocate released its Report to Congress, outlining key objectives for fiscal year 2025. The priorities include assisting fraud victims, enhancing Ombuds services, evaluating broker and adviser standards, increasing transparency in private markets, and boosting investor engagement to better protect and support retail investors.

The SEC has charged Silvergate Capital Corporation and its former executives with misleading investors about the effectiveness of their compliance programs and financial stability during a crisis. The allegations involve significant failures in monitoring high-risk crypto transactions and misrepresentations about the company's financial health. This case underscores the importance of transparency and compliance in the financial sector.

The SEC’s Office of the Advocate for Small Business Capital Formation, established in 2019, plays a critical role in supporting small businesses and fostering capital formation. During the 41st Small Business Forum, the office highlighted ongoing challenges in the small business sector, offering recommendations to expand capital access, enhance diversity, and modernize outdated regulations. This blog explores the forum's key recommendations, the SEC's responses, and potential impacts for small business entrepreneurs, particularly those in underrepresented communities.

Successful trading isn't about winning every trade but about having a strategy that works over the long term. Learn how to master the trifecta of profitable trading—Risk-Reward Ratio, Win Rate, and Risk Management—to navigate the complexities of the financial markets and achieve your financial goals.

The blog discusses the SEC's enforcement of related party transaction disclosures under Item 404(a) of Regulation S-K. Companies are required to disclose transactions over $120,000 involving directors, executives, or shareholders where they have a material interest. This includes indirect roles, even when the company isn’t a direct party. Proper disclosure and review by audit committees help ensure transparency and prevent conflicts of interest, protecting investors.

Explore the CSRD's new sustainability reporting obligations for EU and non-EU companies in our latest blog. The directive expands ESG disclosure requirements, mandates independent audit assurances, and integrates with the EU’s sustainable finance regulations.

Discover 10 reasons why maintaining a trading journal can improve performance and safeguard against legal risks in the financial markets. Learn how journaling enhances risk management, emotional control, and regulatory compliance.

Nasdaq-listed FPIs are exempt from several corporate governance rules but must comply with key requirements such as maintaining an audit committee, board diversity disclosures, and material information reporting. Read on for a detailed breakdown of FPI compliance.

The SEC has introduced new disclosure requirements and offering processes for registered index-linked annuities (RILAs) and registered market-value adjustment annuities. The changes include adopting Form N-4 for non-variable annuities and enhancing investor disclosures to improve transparency and protect investors in the rapidly growing RILA market. The amendments aim to streamline registration processes, safeguard against misleading sales practices, and provide investors with the critical information needed to make informed decisions.

The SEC’s regulatory framework for digital assets remains challenging for token issuers. Commissioner Hester Peirce’s safe harbor proposal could offer a workable solution by exempting token projects from federal securities laws for three years, allowing networks to grow towards decentralization. Learn more about this balanced approach.

The SEC's recent EDGAR Next amendments usher in robust security protocols, demanding individual credentials for account administrators and an annual account verification process. This modernization aims to enhance EDGAR’s security posture, introducing a comprehensive dashboard feature that centralizes access management for filers.

In the current economic climate, navigating the credit market requires a keen understanding of the interplay between central bank policies, inflationary pressures, and geopolitical uncertainties. We see significant opportunities in sectors like semiconductors, metals, and energy, while remaining cautious about telecom and chemicals. However, challenges such as market volatility, the looming commercial real estate crisis, and the potential for black swan events emphasize the need for active management. As we anticipate ‘Higher for Longer’ interest rates, the importance of strategic credit investments and robust risk management has never been greater.

Explore the SEC’s enforcement-based approach to crypto regulation, examining its impact on market stability and the industry's response. Ripple and BlockFi highlight the complexities of navigating compliance without clear rules.

On June 27, 2024, the U.S. Supreme Court affirmed the Fifth Circuit’s decision in SEC v. Jarkesy, ruling 6-3 that defendants are entitled to a jury trial under the Seventh Amendment when the SEC seeks civil penalties for securities fraud. This landmark decision, penned by Chief Justice Roberts, underscores the legal nature of SEC antifraud actions and limits the scope of the public rights exception, significantly impacting the SEC’s enforcement mechanisms and potentially influencing other federal agencies' powers.

Just as traders use pinbar candlesticks to anticipate market movements, legal professionals must navigate contract negotiations with precision. Learn how interpreting contractual terms with a strategic mindset can lead to successful outcomes.

The SEC's revised Rule 144 provides important guidelines for the resale of restricted securities, particularly for reporting companies and those classified as shell companies. The updated rule allows non-affiliates to resell securities after a six-month holding period, but former shell companies face more stringent requirements. Learn about the revised regulations and their impact on businesses seeking to go public.

Delaware Chancery Court rulings in cases like Crispo v. Musk and West Palm Beach Firefighters v. Moelis & Company are reshaping the landscape for shareholder rights and corporate governance. The decisions, along with proposed amendments to the DGCL, signal significant changes in how merger agreements, board duties, and governance provisions are interpreted and enforced.

Explore the SEC’s latest regulatory agenda, featuring updates in ESG disclosures, board diversity, and enhanced transparency in SPAC and accredited investor standards. Key proposed and final rule stage highlights address investor protection and market adaptability.

SEC Commissioner Hester Peirce has proposed a three-year safe harbor for blockchain developers to issue tokens and build decentralized networks. Learn how this bold initiative could reshape the regulatory landscape for digital assets.

The SEC updated its guidance on Confidential Treatment Requests (CTRs) for the first time since 2019, detailing how companies can redact sensitive information from material agreements. This blog discusses the streamlined submission process, FOIA exemptions, and procedures for extensions.

The SEC has approved significant rule amendments aimed at strengthening the stability of clearing agencies, focusing on intraday margin collection, reliable inputs, and new recovery and wind-down planning requirements.

The SEC approved an NYSE rule change on July 24, 2024, allowing the delisting of companies that change their primary business focus. Companies must notify the NYSE of such changes, triggering a review to assess continued listing suitability. Delisting is considered an extraordinary measure and is not expected to be routine.

The SEC successfully secured final judgments against Michael M. Beck, accused of orchestrating a penny stock fraud scheme via Twitter, and his mother, Helen Robinson. Beck, known as @BigMoneyMike6, promoted microcap stocks to millions of followers while secretly selling his shares, earning nearly $900,000 in profits. The court's final judgment imposes permanent injunctions, civil penalties, and a five-year ban on Beck from participating in any penny stock offerings. Investors and financial market practitioners are reminded of the importance of transparency, compliance, and vigilance against fraudulent schemes.

Digital assets and cryptocurrencies bring unique challenges to the financial markets, particularly regarding custody and investor protection. The SEC and FINRA have outlined a temporary five-year non-enforcement period for broker-dealers who comply with specific safeguards in handling digital asset securities. With these guidelines, broker-dealers can safely innovate within the digital space while upholding the integrity of customer asset protections under the Customer Protection Rule.

The SEC’s recent settlements in its "off-channel communications" probe include the second settlement with an entity solely operating as an RIA, highlighting the expanding scope of the investigation. This blog explores the implications for RIAs and the benefits of voluntary self-disclosure, as evidenced by significantly reduced penalties for self-reporting firms.

The SEC's regulatory stance on cryptocurrency has evolved from guidance to enforcement, leading to significant scrutiny of disclosures, audit firms, and business operations within the digital asset space. Learn more about recent actions, heightened risks, and the future of crypto regulation.

The joint statement by the SEC, CFTC, and FinCEN highlights AML/CFT obligations for digital assets under the Bank Secrecy Act. Learn about compliance requirements for financial institutions, including broker-dealers, MSBs, and mutual funds.

The SEC’s new Clawback Rules require Nasdaq and NYSE-listed companies to implement rigorous recovery policies for erroneously awarded incentive-based executive compensation following accounting restatements. This blog explores Nasdaq and NYSE clawback standards, providing a clear understanding of the rules’ application and compliance requirements for publicly traded companies.

Reverse mergers through Bulletin Board Shells have become a favored route for private companies, particularly in emerging sectors such as biofuels and health supplements. These mergers enable quicker public offerings by utilizing shells that already comply with SEC reporting requirements, ensuring transparency and thorough due diligence before the merger. The detailed reporting obligations also help deter fraudulent activities, making reverse mergers a more secure option for companies seeking to go public.

The DOJ’s updated compliance program guidance emphasizes risk assessments for emerging technologies, post-merger integration, and leveraging data for program effectiveness. Learn how these updates impact corporate compliance strategies.

The EU’s Corporate Sustainability Reporting Directive (CSRD) significantly broadens sustainability reporting requirements for companies, with phased obligations beginning in 2025. Covering both EU and international firms with EU business ties, the CSRD mandates disclosures on environmental, social, and governance practices, aligning corporate efforts with the EU’s Green Deal and sustainable finance goals.

The blog discusses related party transactions and the disclosure obligations under Item 404 of Regulation S-K for domestic companies. It emphasizes the importance of transparency, especially in transactions involving directors, officers, or shareholders, and provides guidance on disclosure thresholds and best practices for compliance with SEC regulations.

On June 24, 2024, SEC Director Erik Gerding outlined key areas of disclosure review, emphasizing China-related matters, artificial intelligence, non-GAAP disclosures, and more. The SEC's focus underscores the importance of staying abreast of evolving capital markets regulations.

The U.S. District Court for the Southern District of New York has dismissed the majority of the SEC's claims against SolarWinds and its CISO, Tim Brown, stemming from the 2020 SUNBURST cyberattack. This ruling highlights the importance of accurate and consistent public statements on cybersecurity practices and serves as a critical reminder for companies to align their internal and external communications to avoid securities law violations.

The SEC revised Rule 144, effective February 2008, easing some restrictions on the resale of restricted securities by reporting companies. Notably, non-affiliates of a reporting company may now resell restricted securities after a six-month holding period, with no volume or manner-of-sale limitations. However, if a company has ever been a shell company, it must meet additional filing requirements. This blog explores how the revisions impact holding periods, exemptions, and the nuances of selling restricted securities, particularly for non-affiliates and affiliates of both reporting and non-reporting companies.

Nasdaq’s Rule 5101 grants broad discretionary authority over the listing process to protect investors and maintain market quality. Learn how Nasdaq’s stringent requirements safeguard investor interests, including criteria for companies with foreign auditors and those operating in restrictive markets.

The SEC's recent sample letter underscores the importance of accurate and consistent Inline XBRL disclosures. Learn how to comply with new guidance, avoid common pitfalls, and ensure your reporting aligns with SEC regulations.

In a significant enforcement action, the SEC announced that R.R. Donnelley & Sons Company (RRD) has agreed to pay over $2.1 million to settle charges related to cybersecurity control failures. The SEC's investigation revealed weaknesses in RRD's disclosure and internal control procedures following cybersecurity incidents in late 2021. The case underscores the necessity for companies to implement robust internal controls to protect sensitive data and highlights increasing regulatory focus on cybersecurity.

The Samuelian case clarifies California law regarding noncompetition agreements in the context of partial sales of business interests. The decision offers guidance on when these agreements can be enforced under the "rule of reason" standard and underscores the importance of contractually imposed fiduciary duties for LLC members.

Changing a company's name can be a time-consuming and costly process, especially when shareholder approval is required. However, by utilizing a short-form merger with a wholly-owned subsidiary, companies can bypass the need for shareholder votes and SEC proxy filings. This method, available under Delaware and Nevada law, allows for a streamlined name change with just board approval, saving both time and legal expenses.

This blog outlines a structured six-step approach for traders to evaluate and improve their trading performance, focusing on discipline, risk management, and recognizing strengths.

Under Section 16 of the Securities Exchange Act of 1934, directors, executive officers, and 10% shareholders of publicly traded companies are required to report holdings and transactions of company securities, preventing insider trading and promoting transparency. Insiders must file Form 3 upon initial acquisition of securities, with ongoing reporting obligations via Forms 4 and 5 for subsequent trades and holdings changes. Penalties for untimely filing can be severe, and insiders should consult legal counsel to ensure compliance with these and other requirements for managing insider trading liabilities.

In January 2024, the SEC adopted final rules aimed at aligning SPAC IPO and de-SPAC transactions with traditional IPO requirements, with new rules impacting shell companies and blank check companies. These rules include enhanced disclosure obligations, legal liability considerations, and specific guidance on SPACs under the Investment Company Act. This blog delves into the potential risks of SPACs being deemed unregistered investment companies, the role of the "Tonopah factors," and the implications for SPAC sponsors and management.

The term "affiliate" holds significant weight under federal securities laws, affecting everything from regulatory compliance to eligibility for using certain forms like the S-3. Defined under Rule 405 of the Securities Act as an individual or entity that "controls, is controlled by, or is under common control with" a specified person, determining "control" status requires a thorough analysis of various factors. These include share ownership, voting control, and business relationships. For affiliates, Rule 144 provides a safe harbor for resale exemptions, while also imposing requirements on current public information, volume limitations, and more. Additionally, Form S-3 eligibility and Section 4(a)(7) exemptions hinge on non-affiliate status, making the understanding of affiliation vital for both public and private companies.

Changing a company’s name doesn’t always require shareholder consent. Delaware and Nevada allow a simplified approach through parent-subsidiary mergers, enabling companies to adopt a new name with only board approval, streamlining the process and reducing costs.

Sustainability-linked bonds (SLBs) are a significant innovation in ESG investing, linking bond coupons to the achievement of sustainability targets. Unlike traditional Green, Social, and Sustainability (GSS) bonds, SLBs offer greater flexibility in the use of proceeds, attracting companies unable to issue GSS bonds. While SLBs have rapidly gained traction since their debut by Italian utility Enel in 2019, their effectiveness varies widely. Key performance indicators (KPIs) and structural features are critical in determining their impact. For SLBs to fully realize their potential, the market must evolve to ensure these instruments genuinely contribute to sustainable development.

Margin trading allows investors to leverage their capital by borrowing from brokers, amplifying both potential gains and risks. While this strategy can boost returns by enabling the purchase of more securities than one’s available funds allow, it also increases the risk of significant losses, particularly in volatile markets. To successfully trade on margin, investors must employ disciplined risk management strategies, such as setting stop-loss orders and monitoring positions closely.

On June 26, 2024, former Outcome Health CEO Rishi Shah was sentenced to seven and a half years in prison for orchestrating a billion-dollar fraud scheme involving video ads in doctors' offices. The case underscores the importance of due diligence, transparency, and vigilance for investors to avoid falling victim to fraudulent activities.

In the fourth quarter of 2023, the SEC released new compliance and disclosure interpretations (C&DIs) on topics such as filing fee tables and Inline XBRL requirements. This final blog post in the series provides key insights into these updates, ensuring that issuers understand the latest SEC guidance for accurate reporting and compliance.

When a public company "goes dark" and becomes a delinquent shell, legal processes can restore it to operational status. This article explores the necessary steps, such as reinstating the corporate charter, updating SEC filings, and conducting reverse stock splits. With expert legal assistance, shell companies can once again become viable entities ready for mergers or new business opportunities. Let experienced securities attorneys at The Law Offices of Destiny Aigbe PLLC guide you through this process to ensure compliance with Rule 15c2-11 and other SEC regulations.

The SEC has charged Meta Materials Inc. and its former CEOs, John Brda and George Palikaras, with market manipulation and fraud. While Meta Materials has agreed to settle the charges, litigation against the former CEOs will proceed. The case highlights the SEC's efforts to protect investors and maintain market integrity, with ongoing investigations into related matters.

Understand Rule 506 bad actor provisions, including disqualification criteria, covered persons, and SEC guidance on waivers and compliance for securities offerings.

This blog delves into reversal trading strategies, including divergences, Bollinger Band shifts, and momentum shifts. We explore how these strategies can help traders spot new trends early, and how law firms can guide traders in managing risks and ensuring compliance with industry regulations.

Section 18 of the Securities Exchange Act creates liability for misleading statements in SEC filings, but only for "filed" documents, not "furnished" ones. This blog explores the nuances of Section 18, including the use of incorporation by reference, the implications for Form 8-K and S-3 eligibility, and the need for precise wording to manage liability.

Direct listings offer companies a pathway to go public without an IPO, allowing existing shareholders liquidity and access to the public market. With distinct processes for exchanges like NASDAQ and NYSE compared to OTC Markets, direct listings have become a streamlined alternative to traditional IPOs.

On June 11, 2024, the SEC announced the reappointment of Erica Y. Williams as Chairperson of the PCAOB, with her second term beginning on October 25, 2024. This reappointment reflects continued confidence in her leadership and dedication to improving audit standards and protecting investors in the U.S. capital markets. Williams brings a wealth of experience from her previous roles at the SEC, the White House, and in private practice.

Section 404(b) of the Sarbanes-Oxley Act requires companies to include an auditor’s attestation report on the effectiveness of internal control over financial reporting in their annual SEC filings. For non-accelerated filers, compliance with this requirement has been postponed multiple times due to cost concerns and the need for guidance from the SEC and PCAOB. This blog explores how recent guidelines, including PCAOB’s Auditing Standard No. 5, aim to make audits more cost-effective and risk-based, while discussing the financial burden faced by smaller companies.

On December 14, 2022, the SEC implemented amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, enhancing disclosure requirements and protecting investors against insider trading. Key changes include introducing cooling-off periods before trading under a Rule 10b5-1 plan, requiring directors and officers to certify they are not aware of material nonpublic information, and limiting the use of multiple overlapping trading plans. Enhanced disclosures about insider trading policies and the timing of options grants are also mandated. The amendments include a "sell-to-cover" exception for transactions aimed at satisfying tax withholding obligations from equity vesting.

The SEC has introduced final rules aimed at enhancing the disclosure obligations for SPAC IPOs and de-SPAC transactions, aligning them more closely with traditional IPOs. These regulations emphasize transparency and accountability, particularly around financial disclosures, co-registrant responsibilities, and underwriter liabilities. Importantly, SPACs must now navigate strict rules under the Investment Company Act of 1940.

The SEC’s regulation of cryptocurrencies has relied heavily on enforcement actions, sparking debates about the need for clearer rules. Discover how industry participants navigate this challenging landscape and what lies ahead for crypto compliance.

As ESG reporting gains prominence, corporate boards and auditors play a pivotal role in enhancing accountability. This article delves into board and auditor responsibilities in ESG oversight, covering essential steps for integrating ESG within corporate governance and the benefits of auditor assurance in ESG reporting.

This blog examines the SEC’s regulatory stance on cryptocurrencies since the 2017 DAO investigation, addressing compliance challenges, auditor scrutiny, and capital market barriers. Learn how firms are affected by recent enforcement actions, budget increases, and regulatory uncertainties.

Bull and bear flags are crucial chart patterns for trend-following traders. Bull flags signal potential upward trend continuation, while bear flags indicate a likely continuation of a downtrend. This guide explores the formation of these patterns and provides strategies for trading them effectively.

Direct listings provide a cost-efficient alternative to traditional IPOs, allowing companies to go public without underwriters and raise capital through private offerings. While NASDAQ and NYSE offer easier access to market trading, OTC Markets listings require additional steps through market makers and 15c2-11 applications.

The Supreme Court has invalidated the SEC's practice of using in-house administrative courts for pursuing civil penalties in fraud cases. This landmark ruling challenges the impartiality of administrative judges appointed by the SEC and mandates a shift of such enforcement actions to federal district courts. While the SEC has already been directing most fraud cases to federal courts, this decision underscores a broader move towards enhancing judicial fairness and could influence enforcement strategies across various federal agencies.

The SEC fined Keurig $1.5 million for misleading statements about the recyclability of K-Cup pods. This case highlights the importance of accurate ESG disclosures, as the SEC continues to prioritize environmental transparency.

Understanding the key U.S. securities laws is essential for navigating the complex world of investments and corporate finance. Our latest blog breaks down the major Acts—from the Securities Act of 1933 to the Dodd-Frank Act of 2010—highlighting their purposes and impact on investors and companies alike.

The FTC has announced its most extensive update to the Hart-Scott-Rodino (HSR) Act filing requirements in 40 years, set to impact M&A transactions starting January 2025.

This blog explores the specific disclosure requirements for foreign private issuers (FPIs) concerning related party transactions under Item 7.B of Form 20-F. Unlike domestic companies, FPIs can comply with their obligations by providing information mandated by their home jurisdiction, alongside the details required under the Securities Act and Exchange Act. Learn how loans between FPIs and related entities, and the interests of key management personnel and experts, must be disclosed, as well as what exemptions and exclusions apply to foreign banks under specific privacy regulations.

Just as traders use journals to refine their strategies, lawyers can leverage detailed documentation to enhance legal strategy and risk management. Learn how maintaining a legal journal can boost your confidence, improve risk management, and ensure continuous professional growth.

The Corporate Transparency Act mandates reporting companies to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Learn about key deadlines, reporting requirements, and penalties for non-compliance to ensure your company is prepared.

Shane Hampton and Michael Kane have been sentenced for their roles in manipulating the price of Hydrogen Technology’s cryptocurrency, HYDRO, leading to multimillion-dollar securities and wire fraud schemes. This landmark case, which marked the first criminal jury trial where a cryptocurrency was deemed a security, underscores the serious consequences of fraudulent activities in the cryptocurrency market.

Nasdaq Rule 5210 has recently been updated, introducing new requirements for underwriters in IPO listings. With Nasdaq’s stricter standards, lead underwriters must now be Nasdaq members or limited underwriting members, ensuring accountability and minimizing manipulation risks. This update highlights Nasdaq’s commitment to market transparency and investor protection.

In October 2024, small-cap IPOs saw a revival, with 19 IPOs completed under $25 million. Our roundup covers insights into the latest deals, top bankers, and trends among domestic and foreign issuers.

The SEC approved new Nasdaq corporate governance rules on August 26, 2024, impacting IPOs, carve-outs, spin-offs, and more. Learn about phase-in schedules and key compliance deadlines.

Insiders of public companies are subject to Section 16 of the Exchange Act, requiring them to disclose securities holdings and transactions. Discover the reporting requirements and short-swing trading prohibitions under the law.

The SEC has updated its Public Alert: Unregistered Soliciting Entities (PAUSE) list to help protect investors from fraudulent schemes. The latest update includes 24 soliciting entities, six impersonators of genuine firms, and four bogus regulators. Investors are advised to verify the authenticity of any communication claiming to be from the SEC or other regulatory bodies and to stay informed about potential threats by regularly reviewing the PAUSE list.

Form F-3 and S-3 provide valuable opportunities for publicly traded companies to engage in at-the-market offerings or issue securities at variable prices, offering more flexibility than traditional fixed-price offerings. While the eligibility criteria for F-3 are similar to S-3, there are unique considerations for foreign private issuers (FPIs). This blog outlines both the registrant and transaction requirements for utilizing Form F-3, focusing on eligibility, reporting standards, and different types of offerings like the baby shelf rule and secondary offerings.

The SEC has reached a historic $4.5 billion settlement with Terraform Labs and its founder, Do Kwon, following a unanimous jury verdict that found them guilty of orchestrating a major securities fraud involving crypto assets. The case, one of the largest in U.S. history, resulted in devastating losses for investors, including many who lost their life savings. The settlement underscores the SEC’s commitment to holding crypto issuers accountable and protecting investors from fraudulent schemes.

The U.S. Supreme Court's recent decision to overturn the Chevron deference in Loper Bright Enterprises v. Raimondo marks a major shift in how federal agency interpretations of law are reviewed by courts. This ruling could have significant implications for the SEC, particularly in its rulemaking and enforcement actions, by subjecting the agency’s interpretations to greater judicial scrutiny.

Unlock trading success with a structured 6-step review process that improves performance while ensuring legal compliance. Learn how adherence to trading rules, risk analysis, and trade management can impact your trading outcomes and legal standing.

This blog highlights key trading strategies, including liquidity runs, resistance levels, and emotional detachment, and discusses how law firms can guide traders through both market opportunities and legal compliance.

In a recent statement, SEC Commissioner Mark T. Uyeda criticized the agency's approach to enforcing unlicensed dealer activity regulations, particularly in cases involving convertible note investors. Uyeda argues that the SEC's actions have introduced a novel and potentially overreaching interpretation of what constitutes a "dealer," without providing clear guidance to the industry. This has led to uncertainty and legal challenges, with Uyeda calling for the SEC to pursue rulemaking rather than relying on enforcement to shape regulatory expectations. His statement raises significant concerns about the fairness and clarity of the current regulatory environment.

NYSE American has recently informed us of a policy change under which IPO listings with gross proceeds under $10 million will no longer be accepted. This policy, aimed at reducing volatility in smaller IPOs, is expected to take effect soon, though no formal announcement has been made. Learn more about the implications and how to navigate this change.

Nasdaq has amended its rules to accelerate delisting for companies using reverse splits to regain bid price compliance but falling below other listing standards. Discover the new policies and their implications.

The Cup and Handle pattern, traditionally used in stock trading, offers valuable insights for legal firms navigating financial litigation, investment advising, and compliance management. By understanding this pattern, legal professionals can provide nuanced advice, robust litigation strategies, and proactive risk management, positioning themselves as leaders in financial law. Discover how this technical analysis tool can be integrated into your legal practice to better serve clients in complex market environments.

Learn about the SEC’s regulatory landscape for digital assets and cryptocurrency, including Commissioner Hester Peirce's proposed safe harbor to address security classifications of tokens.

Safe harbor proposal offers a three-year grace period for token issuers to develop decentralized networks without triggering strict securities regulations. This blog explores balancing regulatory oversight and blockchain innovation, the ongoing compliance challenges, and the potential future of digital asset regulation.

Foreign Private Issuers (FPIs) are companies that meet specific criteria under U.S. securities law, exempting them from some of the stringent reporting requirements applicable to domestic U.S. companies. FPIs have unique forms and exemptions available for registration and reporting with the Securities and Exchange Commission (SEC), such as Form 20-F and Form F-1. This blog dives into the qualifications for FPI status, the registration process, ongoing reporting obligations, and the nuances of deregistration. Additionally, it covers the flexibility FPIs have regarding accounting standards, reporting requirements, and the use of American Depository Receipts (ADRs) for U.S. investors.

Discover the top 7 money habits that transform your trading approach and help you achieve consistent long-term success. From risk management to emotional discipline, learn how to master the art of profitable trading.

Elliot Wave Theory (EWT) is a popular technical analysis method that helps traders predict market trends by analyzing collective investor behavior through wave patterns. This guide explores the core principles of EWT, including impulsive and corrective waves, and provides practical strategies for integrating EWT with other technical tools to improve trading decisions.

The SEC has proposed updates to the auditor independence rules, reducing compliance burdens for companies by redefining audit clients, standardizing engagement periods, and easing loan restrictions. The amendments aim to maintain auditor impartiality while making audits more accessible and fostering competition.

In the dynamic world of trading, combining legal insights with strategic market analysis is key to success. Learn how to navigate the complexities of financial markets with our expert legal guidance, ensuring compliance while maximizing trading potential.

The SEC has charged Joshua Goltry and his firm, JAG Capital Advisors LLC, with defrauding investors of $3 million through a fraudulent investment scheme. The SEC's complaint reveals that Goltry misled investors, diverted funds for personal use, and falsified documents. Both Goltry and JAG Advisors have agreed to settle the charges, and parallel criminal charges have been filed. This case highlights the SEC's commitment to safeguarding investors and pursuing justice in financial fraud cases.

Entities involved in money transmission using Convertible Virtual Currency (CVC) must comply with FinCEN’s BSA obligations. This includes registering as MSBs, implementing AML programs, and reporting suspicious activities, as detailed in recent FinCEN guidance on digital asset compliance.

Psychological biases can significantly impact decision-making, not just in everyday life but also in legal practice. From hindsight bias to loss aversion, these cognitive shortcuts influence how lawyers assess cases, advise clients, and negotiate outcomes. Being aware of these biases allows legal professionals to make more informed, data-driven decisions and avoid costly errors in strategy. In this post, we explore five common biases and how law firms can mitigate their effects.

Smart contracts, while revolutionizing transactions through automation and blockchain technology, face significant challenges in terms of enforceability and practicality. Governed by state contract laws, smart contracts must fulfill key elements like offer, acceptance, and consideration, while remaining compatible with legal requirements like the ESIGN Act. However, programming subjective clauses or handling complex business dynamics presents difficulties. Additionally, integrating off-chain resources (oracles) and managing physical asset custody remain hurdles. Learn how these contracts work and their legal implications in the digital asset landscape.

Rule 206(4)-1, known as the Advertising Rule, is essential for regulating how investment advisers market their services. The SEC’s Office of Compliance Inspections and Examinations highlights common violations, including misleading performance claims and cherry-picking profitable recommendations. Here’s how advisers can maintain compliance and transparency.

California Governor Gavin Newsom recently signed SB 219, which introduces key amendments to the Climate Corporate Data Accountability Act (SB 253) and the Climate-Related Financial Risk Act (SB 261). Companies must begin preparing for GHG emissions and financial risk disclosures by 2026 and 2027, despite ongoing litigation.

The SEC’s Spring 2024 regulatory agenda outlines key rulemaking priorities, including proposed rules on ESG disclosures, cybersecurity risk management, and equity market structure reforms. This blog provides an overview of the agenda and practical guidance for navigating these regulatory changes.

Convertible Virtual Currency (CVC) businesses face stringent regulatory scrutiny under the Bank Secrecy Act (BSA) and FinCEN’s guidelines. Whether an entity must register as a Money Services Business (MSB) depends on its activities and a substance-over-form approach. This blog outlines key requirements for CVC-related businesses, including AML compliance, customer identification, recordkeeping, and reporting, and clarifies exemptions and specific use cases, such as decentralized apps, ATMs, and payment processors, helping CVC operators understand their obligations.

Learn how to invest in hard assets like real estate, precious metals, and natural resources while maintaining a socially responsible and sustainable approach. Prioritize transparency, sustainability, and ethical practices to align your investments with your values.

FINRA has launched a new Corporate Actions Management Platform to streamline the submission process for companies filing under Rule 6490. This new system promises greater transparency and communication, but companies should still prepare for in-depth scrutiny and potential delays in the review process.

Exchange-Traded Funds (ETFs) are increasingly popular but come with legal complexities, especially around tax and regulatory compliance. This post explores how ETF structures work and highlights the importance of understanding tax rules across regions like the U.S., Australia, and the UK.

Explore Treasury’s new outbound investment regulations, focusing on the AI, quantum computing, and semiconductor sectors. With restrictions on investments in countries of concern, the rule requires companies to reassess their cross-border technology investments for compliance.

The history of financial markets is marked by dramatic rises and falls, often driven by speculation, economic shocks, and global crises. From the Dot-Com Bubble Burst to the Global Financial Crisis, each event offers critical lessons for investors and policymakers alike. Understanding these past crises can help us navigate future market cycles, manage risks more effectively, and build a more resilient financial system.