News
News from our committees on business law topics, announcements and more.
SEC Risk Alert on Investment Adviser Rule
The SEC issued a risk alert on Monday (attached) about the new SEC’s Investment Adviser marketing rule, which becomes effective on November 4, 2022. It is worth a read.
SEC increases Emerging Growth Company Revenue Threshold, leaves Crowdfunding threshold unchanged.
Per the attached release, the SEC has increased the Emerging Growth Company maximum revenue threshold to $1,235,000,000. The Crowdfunding threshold is unchanged.
SEC report says SEC Ombudsman neglected duties
Findings Related to the Former SEC Ombudsman The U.S. Securities and Exchange Commission (SEC) Office of Inspector ...
Richard Latham
Denny Crawford reports that her predecessor as Texas Securities Commissioner, Richard Latham, passed away last month. (Denny was Richard’s general counsel at the agency).
Texas Securities Act Amendment filed!
The attached recodified Texas Securities Act amendment was filed today in both the House and the Senate. As a reminder, the recodified TSA becomes effective next January. The bill would amend the recodified Texas Securities Act civil liability provisions to remove cross-references to TSA provisions that impose no duties on private actors.
Financial Advisers and Investors Face a Crazy Quilt of State Regulations
New state rules come on top of federal requirements. If you’re confused, you aren’t alone. The muddle of state regulation traces to the SEC’s adoption of a less-strict investor-protection measure than some had argued for.
Investment Adviser Advertising Rule Effective Date is May 4
The Investment Adviser Advertising Rule has been published in the Federal Register. I attach it. Thus, the effective date is May 4, 2021.
SEC Division of Examinations 2021 Examination Priorities (attached)
The Securities and Exchange Commission’s Division of Examinations today announced its 2021 examination priorities, including a greater focus on climate-related risks. The Division will also focus on conflicts of interest for brokers (Regulation Best Interest) and investment advisers (fiduciary duty), and attendant risks relating to FinTech in its initiatives and examinations. The Division publishes its examination priorities annually to provide insights into its risk-based approach, including the areas it believes present potential risks to investors and the integrity of the U.S. capital markets.
SEC kills contingent offers of settlement
The SEC will no longer allow contingent offers of settlement – that is an offer of settlement contingent on the granting of bad actor waivers. Acting Chair Lee seems to have the position that allowing contingent offers of settlement means that bad actor waivers can be priced in settlement discussions.
Attorney General William P. Barr Announces Publication of Cryptocurrency Enforcement Framework
A letter, and accompanying report, was released by the U.S. Department of Justice
Legal Opinions Resources
The Legal Opinions Committee of the Section has been working with the Legal Opinions Committee of the ABA's Business Law Section and the World Group on Legal Opinions Foundation to craft a Statement of Opinion Practices to be used by practitioners who regularly give legal opinions about various subjects to their clients. You can find the Statement of Opinion Practices, the related Core Opinion Principles and an Explanatory Note in our Legal Opinions Committee page. Click here to see the materials:
Texas Securities Act Revised and Codified
The Texas Securities Act recodification bill has been filed in the 86th session of the Texas Legilature.
Vermont S 269 Passed and Signed into Law -- Paving the way for state incorporation of digital corporations
Effective on July 1, 2018, Vermont creates a new corporate entity type -- the BBLLC (Blockchain-Based Limited Liability Company) -- that expressly envisions a company that is wholly or partly implemented as a set of smart contracts on a blockchain.
Judge Rules that Cryptocurrencies Can Be Regulated as Commodities
Jack B. Weinstein, Senior United States District Judge so ruled in an order from the court. Commodities Futures Trade Commission v. McDonnell, (E.D.N.Y., March 6, 2018).