News and Recent Events

Article prepared by and republished courtesy of our colleagues Larry W. Nishnick, Bradley E. Phipps, Kevin R. Bettsteller, Brittney Bennett and David Kurlander; originally published here:  https://www.dlapiper.com/en/us/insights/publications/2020/09/sec-adopts-changes-to-accredited-investor-definition/

The SEC recently adopted amendments to the long-standing definition of “accredited investor,” an important qualification standard under the securities laws that determines what types of investors may invest in certain kinds of private securities offerings, including securities offerings to natural persons and entities conducted pursuant to Rules 506(b) and 506(c) of Regulation D under the Securities Act of 1933 and “qualified institutional buyers” for Rule 144A under the Securities Act and other important federal and state securities law exemptions.  The final rule adopted by the SEC is substantially similar to the proposed rule with a few teaks based on comments it received as part of the adoption process.

The current definition of “accredited investor” has been in place without any significant update since 1985. At a high level, the rule broadens the categories of individuals and entities that qualify by adding categories of eligibility based on their professional knowledge, experience or certifications and allows these investors to further qualify as “accredited investors” thereby making them eligible to participate in private capital markets. The stated purpose of the amendments is to “update and improve the definition to more effectively identify institutional and individual investors that have the knowledge and expertise to participate in those markets.”  Ultimately, the amendments allow individuals and entities to participate in private capital markets not only based on their income or net worth, but also based on established, clear measures of financial sophistication.
Continue Reading SEC adopts changes to “accredited investor” definition

Article prepared by and republished courtesy of our colleagues Christine Daya, Thomas M DeButts, Danish Hamid, Sarah E. Kahn, Richard Newcomb, Ignacio E. Sanchez, Lawrence E. Levinson and Dana Zelman; originally published here: https://www.dlapiper.com/en/us/insights/publications/2020/01/new-regulations-reinforce-cfius-expanded-role/.

On January 13, 2020, the US Department of the Treasury released two sets of new regulations that comprehensively implement the Foreign Investment Risk Review Modernization Act (FIRRMA) – a law that strengthens the authority of the Committee on Foreign Investment in the United States (CFIUS). CFIUS is an interagency committee chaired by the Secretary of the Treasury and is responsible for screening foreign investments into the United States to determine if they could impair US national security. The new CFIUS regulations will become effective on February 13, 2020 and are titled (i) Provisions Pertaining to Certain Investments in the United States by Foreign Persons (31 CFR Parts 800 and 801) and (ii) Provisions Pertaining to Certain Transactions by Foreign Persons Involving Real Estate in the United States (31 CFR Part 802).  These CFIUS regulations reflect the Treasury Department’s response to comments provided after its issuance of certain proposed rules in September 2019, as described in our previous alert. Among various developments, the new regulations:
Continue Reading New regulations reinforce CFIUS’s expanded role with respect to foreign investments in the US

Article prepared by and republished courtesy of our colleagues Larry W. Nishnick, Bradley E. Phipps, and David Kurlander; originally published here: https://www.dlapiper.com/en/asiapacific/insights/publications/2020/01/sec-proposes-changes-to-accredited-investor-definition/.

The SEC recently proposed amendments to the long-standing definition of “accredited investor,” an important qualification standard under the securities laws that determines what types of investors may invest in certain kinds of private securities offerings, including securities offerings conducted pursuant to Rules 506(b) and 506(c) of Regulation D under the Securities Act of 1933 and other important federal and state securities law exemptions.

The current definition of “accredited investor” has been in place without any significant update since 1985. At a high level, the proposal would expand the number of natural person investors that qualify by adding categories of eligibility based on their professional knowledge, experience or certifications. The proposal would also expand the types of entities that qualify as “accredited investors.” The proposed changes would allow additional persons and entities to qualify as “accredited investors,” thereby allowing them to purchase securities through private offerings, including shares and interests in certain private investments funds.

Notable changes
Continue Reading SEC proposes changes to “accredited investor” definition

Yesterday, the SEC issued an enforcement order regarding Munchee’s token offering and SEC Chairman Jay Clayton released a general public statement on cryptocurrencies and ICOs.  For those who previously read our post about the SEC’s report in the DAO, much of this might not be a surprise – although the SEC staff did answer the call of discussing so-called “utility tokens.”
Continue Reading The SEC has the Munchees: Eating away at the “utility token” theory

One of the more interesting phenomena in early-stage investing is the recent emergence of initial coin offerings (“ICOs”), token generation events (“TGEs”), or similar distributed ledger or blockchain-enabled means for raising capital. Much has been written, including by many skilled lawyers in the technology sector, about whether the tokens issued in these structures involve “securities” – and, frankly, some of it is unhelpful. Hungry for something that seems like crowdfunding, but that actually works to raise meaningful capital for promising technology initiatives, many in the technology space really want these
Continue Reading SEC Report on Tokens as Securities: Seven Takeaways

DLA Piper is pleased to announce the launch of Prize Promotions Around the World, an updated edition of our popular handbook.

Prize Promotions Around the World is an online tool designed to assist companies across the globe in managing the early development stages of a prize promotion, such as a sweepstakes or a skill-based contest, and to bring to their attention potentially problematic issues.

Key features include:

  • Additional jurisdictions, now with over 35 countries
  • Expansion of topics, including rules on judging and sanctions
  • Interactive map, highlighting the range of


Continue Reading Prize Promotions Around the World: New Handbook

From our colleagues Paolo Morante, Steven E. Levitsky, Laura Kam and Adam Steene:

The Federal Trade Commission has announced its annual revision to the jurisdictional thresholds under the Act. The new thresholds will go into effect 30 days after publication in the Federal Register, which is expected in the next few days.

Under the new thresholds, no transaction will be reportable unless, as a result of it, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued above $80.8 million (increased
Continue Reading Hart-Scott Rodino Thresholds Revised

In this recent post to our fellow DLA blog – Technology’s Legal Edge – our colleague Giulio Coraggio identifies some of the legal issues that are being sorted out with respect to the Internet of Things, including the following:

  • Is “industrial” data personal data?
  • How do you protect data and IoT technologies?
  • Who is the owner of the data?
  • Is data kept secure?
  • What liability if things go wrong?

He also notes some EU-specific questions.  His full post can be found here.
Continue Reading The Internet of Things and its Legal Dilemmas

The US Department of Commerce announced that it will begin accepting applications for Privacy Shield certifications beginning on August 1.

For US organizations collecting personal data from the EU, the past year has been an anxious one, as the European Court of Justice invalidated the EU-US Safe Harbor program in October 2015 and the terms of a far-reaching General Data Protection Regulation (GDPR) have been promulgated to replace the EU’s 1995 Data Protection Directive. Among other things, one of the major impacts of the GDPR – when it takes effect in May 2018 – is that it will apply to US businesses that sell to, make services available to or somehow target data subjects in the EU – even if those US businesses have no operations or affiliates in the EU. With the GDPR looming, the issue of cross border data transfers and the significance of the Privacy Shield program for US businesses are likely to become even more relevant.
Continue Reading Privacy Shield is final: What it means for businesses

The pace of innovation and adoption in technology – fast and getting faster – has long presented a stark contrast to the deliberate pace of change in the law. That contrast is greater than ever today, as entrepreneurs and established tech companies alike accelerate the time to market and the speed of global expansion. With that as a backdrop, DLA Piper’s Global Technology Summit, scheduled for September 27-28, 2016, at the Rosewood Sand Hill in Menlo Park, California, is expecting record attendance, and representatives from major tech players such as
Continue Reading At the Intersection of Business, Law and Technology; DLA Piper’s Global Tech Summit