On March, 1, 2024, the U.S. District Court for the Northern District of Alabama held that the federal Corporate Transparency Act (CTA) is unconstitutional. The plaintiffs in the case are the National Small Business...more
In July 2023, I wrote about a trial court decision in the Southern District of New York (SDNY) that held that, contrary to the arguments of the Securities and Exchange Commission (SEC), sales of certain crypto assets on...more
The fourth installment in a multi-part series looking at the new Corporate Transparency Act describes recent updates from FinCEN to its CTA guidance as the law is set to take effect January 1, 2024. The updates include an...more
Earlier this month, a federal trial court judge issued an opinion ruling on whether sales of a digital token, XRP, constituted a “security” for purposes of federal securities laws. Some headlines reporting the ruling have...more
7/28/2023
/ Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment Contract ,
Investment Platforms ,
Ripple ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities
The third installment in a multi-part series looking at the new Corporate Transparency Act discusses the Act’s definition of “beneficial owners”, a concept at the heart of the new law.
The new Corporate Transparency Act and...more
The second installment in a multi-part series looking at the new Corporate Transparency Act discusses what is likely to be the first question that many companies have whenever a new law is passed – are we exempt?
...more
2/7/2023
/ CFTC ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Privately Held Corporations ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Smaller Reporting Companies ,
Subsidiaries ,
Tax Exempt Entities
A federal law adopted in 2021 takes effect on January 1, 2024, and imposes reporting obligations on many entities that may not be accustomed to reporting much information. This article provides a brief overview of the law,...more
The bankruptcy of FTX, the large, privately held cryptocurrency exchange that had raised hundreds of millions of dollars in venture capital funding, has been a top story in the financial press the past week. Although...more
Negotiating a term sheet is a common first step in a contract negotiation process. An effective term sheet can help streamline a negotiation and increase the odds that the final deal will include terms favorable to you, or...more
NDAs are everywhere in M&A and other commercial transactions, but disclosing parties occasionally forget the original reasons for signing an NDA and, as a result, key clauses may be dropped. An occasional refresher on NDA...more
Occasionally considered part of the legal “boilerplate”, the “limitation of liability” clause is an important provision in any commercial contract, and companies should carefully consider several issues when drafting and...more
Following reports that record numbers of investors in private startups are exploring selling equity before an IPO or liquidity event, it’s important to remember that secondary sales often pose issues that are not present in a...more
6/10/2022
/ Bylaws ,
Due Diligence ,
General Solicitation ,
Initial Public Offering (IPO) ,
Internal Revenue Code (IRC) ,
Investors ,
Limited Liability Company (LLC) ,
Partnerships ,
Secondary Buyouts ,
Secondary Markets ,
Shareholders' Agreements ,
Startups ,
Tax Liability