BRAEDEN ANDERSON
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We provide authoritative analysis on securities and commodities regulation, SEC and FINRA enforcement, and legal developments affecting crypto, digital assets, fintech, and financial services, authored by Braeden Anderson.
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SEC Crackdown: Key Enforcement Trends in Cyber Disclosure, Director Independence, and Reg FD
The U.S. Securities and Exchange Commission’s (SEC) Division of Enforcement has intensified its focus on significant areas of compliance for public companies. Recent actions have targeted cybersecurity incident disclosures, director independence misrepresentations, and violations of Regulation Fair Disclosure (Reg FD). Here’s what you need to know about these developments and how they could impact your company.
SEC Division of Examinations 2025 Priorities
In a November 4, 2024, risk alert, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (SEC) unveiled its strategic, risk-based approach to selecting registered investment companies for examination. The Division also shed light on its methodology for scoping exams and shared notable examples of common deficiencies encountered during recent reviews.
Navigating Complex Exemptions: SEC Compliance Questions on Securities Act Provisions
Professionals often encounter nuanced questions about SEC registration requirements under the Securities Act. This compliance blog addresses selected Securities Act provisions, focusing on real-world questions frequently posed by issuers navigating exempt offerings, dividend distributions, and registration complexities. Let’s explore common scenarios and their SEC guidance, covering Sections 2(a)(3), 2(a)(4), 2(a)(11), and 3(a)(9) as well as recent insights on securities offerings, transfer procedures, and beneficial ownership.
Compliance Guide: Disqualification of Felons and Other "Bad Actors" from Rule 506 Offerings
In 2013, the SEC introduced "bad actor" disqualification provisions under Rule 506 of Regulation D, implementing Section 926 of the Dodd-Frank Act. This compliance guide provides a comprehensive look at how these provisions impact issuers seeking to rely on Rule 506 exemptions, covering disqualifying events, exceptions, waiver processes, disclosure requirements, and transitional considerations.
Waivers of Disqualification under Regulation A and Rules 505 and 506 of Regulation D: Understanding Key Requirements and SEC Review
In the U.S. securities framework, issuers often rely on exemptions like Regulation A and Regulation D to raise capital without registering their offerings. However, certain disqualifying events can bar a company from using these exemptions, particularly if there has been past misconduct involving the issuer, its officers, or significant shareholders. This guide will explore the disqualification rules for exempt offerings, when waivers may be available, and the factors that the Securities and Exchange Commission (SEC) considers when reviewing waiver requests.