Securities Laws and Regulation

On June 14, 2018, the SEC’s Division of Corporation Finance Director, William Hinman, gave a speech titled “Digital Asset Transactions: When Howey Met Gary (Plastic).”  This speech provides additional insight into the SEC’s view as to whether cryptocurrencies and initial coin offerings (“ICOs”) are securities.  Here is a summary:

In his speech, Hinman

The first two weeks in March 2018 have seen a number of developments with respect to the regulation of cryptocurrencies in the United States.

Regulation of Online Cryptocurrency Trading Platforms

On March 7, 2018, the Securities and Exchange Commission (“SEC”) issued a release addressing the regulation of online trading platforms (or exchanges) on which investors

The SEC has adopted final rules to address intrastate and small offerings, further expanding and modernizing the manner in which start-ups and other small businesses are able to raise capital.  The final rules amend Rule 147 under the Securities Act of 1933, as amended (the “Securities Act”) to facilitate the continued application of intrastate offering

The SEC’s recently-adopted changes to Form ADV and Rule 204-2 of the Investment Advisers Act of 1940, as amended (the so-called “books and records rule”), raise important considerations for many private fund advisers – particularly those that also advise separately managed accounts or that manage multiple funds through affiliated entities.

In particular, the amendments will:

Earlier this month, the Securities and Exchange Commission approved amendments to, among other things, revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).

The amendments, include establishing:

  • a higher threshold of (1) a minimum of