SEC Commissioner Mark T. Uyeda Archives

Widespread “Dealer” Litigation Is Almost Over!

In August 2024, then SEC Commissioner Mark T. Uyeda made a public statement against the rampant enforcement proceedings against small cap investors claiming violations of the dealer registration requirements (see HERE). Fast forward to today, now Chair of the SEC, Mr. Uyeda, is sticking by his contentions and finally, after eight long years of numerous enforcement proceedings, is directing the SEC to roll back its position.

What Happened

This week, the SEC enforcement division entered into two joint motions halting ongoing litigation claiming violations of the dealer registration rules. The U.S. District Court for the District of Massachusetts entered an order in the case involving Auctus Fund Management staying the case while the parties wrap up an agreement to end the litigation. Under the agreement Auctus will not seek attorney fees from the government or pursue a review of the enforcement action.

In the filing, Auctus said “[T]he parties have reached an agreement in principle to dismiss this

March 18, 2025

SEC Chair Uyeda Talks SEC Priorities

Just a few weeks after SEC Commissioner Hester Peirce gave some insight into the SEC’s priorities (see HERE), acting SEC Chair Mark Uyeda got more granular on what we can expect under his regime. Commissioner Uyeda drilled down on particular SEC goals while giving a speech at the Florida Bar’s Annual Federal Securities Institute and M&A Conference.

The overarching goal of the SEC over the next few years will be to foster innovation, job creation and economic growth by maintaining cost effective regulations throughout a business’s life cycle. To accomplish these goals, the SEC intends to “return normalcy” to the SEC by being cognizant of its legal authority, policy priorities and enforcement initiatives, all of which have gone awry over the last few years.

Commissioner Uyeda highlights some of the actions already taken to facilitate these goals, including rescinding Staff Legal Bulletin 14 related to shareholder proposals and proxy statements (for more on Staff Legal Bulletin 14 see

March 11, 2025

Climate Disclosure Rules On The Way Out

On February 11, 2025 SEC Chairman Mark T. Uyeda issued a statement on the Enhancement and Standardization of Climate-Related Disclosure for Investors rule (“Climate Disclosure Rule”) adopted by the SEC on March 6, 2024 and later stayed as a result of ongoing litigation.

Commissioner Uyeda reiterated both he and Commissioner Peirce’s consistent view that the current disclosure rules are sufficient to cover any material climate related disclosures. Furthermore, the Climate Disclosure Rule lacks statutory authority, SEC expertise and goes beyond the SEC’s arena of capital market regulation.

Commissioner Uyeda points out (and I whole-heartedly agree) that the Climate Disclosure Rule would require a large volume of financially immaterial information overstepping the SEC’s authority.

The Rule is currently preparing for oral argument in front of the Eighth Circuit based on briefs submitted by the prior administration. Commissioner Uyeda has instructed the SEC litigation team to inform the Court that the SEC’s previously submitted briefs do not reflect the SEC’s

February 18, 2025

Commissioner Uyeda’s Statement On Dealer Litigation

On August 19, 2024, SEC Commissioner Mark T. Uyeda published a statement regarding one of the numerous defendants in SEC initiated enforcement proceedings claiming unlicensed dealer activity. The statement resonates with the sentiments of most of my colleagues, peers and clients.

Background

In November 2017 the SEC shocked the industry when it filed an action against Microcap Equity Group, LLC and its principal alleging that its investing activity required licensing as a dealer under Section 15(a) of the Exchange Act. Since that time, the SEC has filed numerous additional cases with the sole allegation being that the investor acted as an unregistered dealer. In each case, the investor entity purchased convertible promissory notes from micro-cap OTC Markets issuers (or other existing note holders), which, after the applicable Rule 144 holding period, were converted into shares of common stock and sold on the open market. As the securities were generally low priced, the conversions resulted in large quantities of additional

August 27, 2024

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