Rebecca Matsumura

Judge Amy Berman Jackson of the District Court for the District of Colombia issued an order resolving the pending motion to dismiss in SEC v. Binance. The order addresses in detail the application of the US securities laws to crypto assets, as the Court opted to follow the reasoning of the recent Ripple Labs crypto-asset securities case.

Issuers cannot offer or sell securities without registering them with the SEC under Section 5 of the Securities Act of 1933 or finding a valid exemption from registration. XRP is the native cryptocurrency of the XRP Ledger, a blockchain on which Ripple Labs builds enterprise cryptocurrency solutions. On December 22, 2020, the SEC sued Ripple and two of its executives in the U.S. District Court for the Southern District of New York, alleging that they violated Section 5 in connection with… Show more

Issuers cannot offer or sell securities without registering them with the SEC under Section 5 of the Securities Act of 1933 or finding a valid exemption from registration. XRP is the native cryptocurrency of the XRP Ledger, a blockchain on which Ripple Labs builds enterprise cryptocurrency solutions. On December 22, 2020, the SEC sued Ripple and two of its executives in the U.S. District Court for the Southern District of New York, alleging that they violated Section 5 in connection with certain transactions involving XRP. The crux of the SEC’s claim is that Ripple offered and sold XRP without registration and without an exemption from the registration requirements.

In a landmark summary judgment decision, Judge Analisa Torres effectively rejected the SEC’s position that XRP is itself a security. SEC v. Ripple Labs, Inc., No. 20-CV-10832, --- F. Supp. 3d ----, 2023 WL 4507900 (S.D.N.Y. July 13, 2023). Show less

Public companies developing or manufacturing Covid-19-related treatments, vaccines, and personal protective equipment may face more shareholder lawsuits. King & Spalding attorneys offer mitigation measures to consider relating to SEC disclosures, public statements, and the involvement of boards of directors.

Spurred by the dispute between Russia and the Organization of the Petroleum Exporting Countries, and the worldwide lockdown to prevent the spread of COVID-19, the price of oil has fallen to historical lows. Many oil and gas companies face substantial doubt about their ability to continue as going concerns. A deluge of bankruptcies in the oil sector appears inevitable. Bankruptcy trustees, plan agents, and creditor and equity committees will no doubt second-guess the business decisions of… Show more

Spurred by the dispute between Russia and the Organization of the Petroleum Exporting Countries, and the worldwide lockdown to prevent the spread of COVID-19, the price of oil has fallen to historical lows. Many oil and gas companies face substantial doubt about their ability to continue as going concerns. A deluge of bankruptcies in the oil sector appears inevitable. Bankruptcy trustees, plan agents, and creditor and equity committees will no doubt second-guess the business decisions of officers and directors in the months preceding the filing of bankruptcy. Now more than ever it is vital that directors and officers in the oil and gas industry understand (1) the legal framework that governs their conduct as corporate fiduciaries, (2) the types of transactions that will face enhanced scrutiny during bankruptcy proceedings, and (3) what to do now to minimize their bankruptcy litigation risks. This article provides timely advice for directors and officers to protect themselves from potential litigation during the months preceding a bankruptcy filing. Show less

Boards of pharmaceutical companies should take notice of the recent opinion coming out of the Delaware Court of Chancery and Vice Chancellor Joseph Slights in In re Clovis Oncology, Inc. Derivative Litigation,
which breathes new life into certain Caremark claims against boards of directors.