Blockchain Tokens: The SEC Staff Issues Its Framework for Determining Whether an ICO is an Issuance of Securities

McDermott Will & Emery

In Depth

On April 3, 2019, the Staff of the Securities and Exchange Commission (the Staff) published its long-awaited guidance for analyzing whether a virtual currency is offered and sold as an investment contract and therefore is a security, titled “Framework for ‘Investment Contract’ Analysis of Digital Assets” (Framework). While, unsurprisingly, the Staff did not set forth a specific test, it did provide a long list of factors to consider when determining whether an initial coin offering (ICO) is a security.

On the positive side for those hoping to launch an ICO without registering as a security, the Framework leaves open the possibility of non-security ICOs and provides guidance as to what factors will be considered by the Staff. It also reaffirms that the Staff will continue to rely on the “investment contract” analysis first enunciated by the Supreme Court in SEC v. Howey, 328 U.S. 293 (1946), to determine whether an ICO constitutes a security. Additionally, following the suggestions set forth in Director Hinman’s speech on June 14, 2018, the November 16, 2018 Statement on Digital Asset Securities Issuance and Trading, and the March 7, 2019 letter written by Chairman Jay Clayton, it appears that the Staff agrees that “a digital asset previously sold as a security” could be “reevaluated at the time of later offers or sales.”

On the negative side, many of the factors that would lean in favor of determining that an ICO is a security are prevalent in the vast majority of ICOs. It remains to be seen how this guidance will impact possible SEC enforcement actions against past ICOs, but we anticipate that many of the factors set forth in the guidance will be paramount in SEC enforcement actions with regard to future ICOs.

Note that for purposes of this article, the terms “virtual currency”; “digital asset”; “token” and “cryptocurrency” will be used interchangeably. Similarly, while we have used the term “ICO,” that term is used interchangeably with a “token sale”; “token offering” or any other term commonly used to describe the launch or issuance of a new virtual currency.

1. The Staff Quickly Determines That Most ICOs Satisfy the First and Second Prong of the Howey Test

The Howey test, interpreted in the light of many subsequent cases, determines whether an investment will be considered a security. While there are various forms of securities, at issue in Howey and in the Framework is whether an investment constitutes an “investment contract” and therefore is a security. Under the Howey test, an “investment contract” exists when there is (1) an investment of money (2) in a common enterprise (3) with a reasonable expectation of profits to be derived from the efforts of others. As noted in the Framework, and in a legion of decisional authority, whether an investment constitutes an “investment contract,” and therefore a security, “depends on the specific facts and circumstances.”

The Framework quickly passes on whether most ICOs would satisfy the first two prongs—(1) an investment of money into (2) into a common enterprise—stating that most ICOs meet those first two prongs.

2. The Staff Unloads 65 Overlapping Factors to Consider When Determining Whether an ICO Satisfies the Reasonable Expectation of Profits Deriving from the Efforts of Others Prong of the Howey Test

However, the Framework sets forth a long list of factors to determine whether an ICO meets the third prong—“reasonable expectation of profits derived from the efforts of others.” It states that “usually, the main issue in analyzing a digital asset under the Howey test is whether a purchaser has a reasonable expectation of profits (or other financial returns) derived from the efforts of others.” According to the Staff, “[w]hen a promoter, sponsor, or other third party (or affiliated group of third parties) (each, an Active Participant or AP) provides essential managerial efforts that affect the success of the enterprise, and investors reasonably expect to derive profit from those efforts, then this prong of the test is met.” Id. The inquiry, therefore, is an objective one, focused on the transaction itself and the manner in which the virtual currency is offered and sold.

But the SEC did not set forth a specific test. Instead, it lists no less than 65 factors (inclusive of sub-factors)—a number of which overlap—to consider when determining whether an ICO constitutes an investment contract. The application of these factors is not straightforward, and there is no indication as to whether certain factors weigh more heavily to the SEC than others. However, certain the factors should be highlighted when examining typical ICOs.

For example, to the extent APs are involved in distributing or promoting the virtual currency, according to the Staff, the following factors weigh in favor of an ICO being considered an investment contract:

  • Determining who will receive additional digital assets and under what conditions.
  • Purchasers reasonably would expect that an AP’s efforts will result in capital appreciation of the digital asset and therefore to be able to earn a return on their purchase.
  • The availability of a market for the trading of the digital asset, particularly where the AP implicitly or explicitly promises to create or otherwise support a trading market for the digital asset.

Certain characteristics of the virtual currency itself are listed as relevant factors, primarily whether the virtual currency can actually be used to purchase goods or services and the transferability of the virtual currency:

  • With respect to a digital asset referred to as a virtual currency, it can immediately be used to make payments in a wide variety of contexts, or acts as a substitute for real (or fiat) currency [which would make the sale of such a virtual currency less likely to be considered an investment contract].
  • The digital asset gives the holder rights to share in the enterprise’s income or profits or to realize gain from capital appreciation of the digital asset [which would make the sale of such a virtual currency more likely to be considered an investment contract].
  • The digital asset is transferable or traded on or through a secondary market or platform, or is expected to be in the future [which would make the sale of such a virtual currency more likely to be considered an investment contract].
  • The ready transferability of the digital asset is a key selling feature [which would make the sale of such a virtual currency more likely to be considered an investment contract].

Also, as one might expect, the manner in which the ICO is marketed plays a key role in determining whether it is an investment contract. Some of the factors pertaining to the marketing of an ICO that would lean in favor of determining that the ICO is an investment contract are:

  • The digital asset is marketed in terms that indicate it is an investment or that the solicited holders are investors.
  • The intended use of the proceeds from the sale of the digital asset is to develop the network or digital asset.
  • The potential profitability of the operations of the network, or the potential appreciation in the value of the digital asset, is emphasized in marketing or other promotional materials.
  • The availability of a market for the trading of the digital asset, particularly where the AP implicitly or explicitly promises to create or otherwise support a trading market for the digital asset.

In addition, the Framework appears to indicate that if APs receive virtual currency and can benefit from the increase in value of that virtual currency, that weighs in favor of the ICO being considered an investment contract:

  • The AP has the ability to realize capital appreciation from the value of the digital asset. This can be demonstrated, for example, if the AP retains a stake or interest in the digital asset. In these instances, purchasers would reasonably expect the AP to undertake efforts to promote its own interests and enhance the value of the network or digital asset.
  • The AP is able to benefit from its efforts as a result of holding the same class of digital assets as those being distributed to the public.
  • The AP owns or controls ownership of intellectual property rights of the network or digital asset, directly or indirectly.
  • The AP monetizes the value of the digital asset, especially where the digital asset has limited functionality.

These factors are somewhat concerning, given that most APs retain some of the virtual currency and related intellectual property, such that they would benefit if the virtual currency becomes popular and increases in value.

There are also a number of factors indicating that an ICO is more likely to be considered an investment contract if the APs are involved (and they usually are) in the development and improvement of the operation of a particular virtual currency:

  • An AP is responsible for the development, improvement (or enhancement) operation, or promotion of the network, particularly if purchasers of the digital asset expect an AP to be performing or overseeing tasks that are necessary for the network or digital asset to achieve or retain its intended purpose or functionality.
  • Where the network or the digital asset is still in development and the network or digital asset is not fully functional at the time of the offer or sale, purchasers would reasonably expect an AP to further develop the functionality of the network or digital asset (directly or indirectly). This particularly would be the case where an AP promises further developmental efforts in order for the digital asset to attain or grow in value.
  • An AP creates or supports a market for, or the price of, the digital asset. This can include, for example, an AP that: (1) controls the creation and issuance of the digital asset; or (2) takes other actions to support a market price of the digital asset, such as by limiting supply or ensuring scarcity, through, for example, buybacks, “burning,” or other activities.
  • An AP has a lead or central role in the direction of the ongoing development of the network or the digital asset. In particular, an AP plays a lead or central role in deciding governance issues, code updates, or how third parties participate in the validation of transactions that occur with respect to the digital asset.

The Staff also refers to a series of managerial responsibilities that many APs are tasked with as factors weighing in favor of an ICO being considered an investment contract:

  • Determining whether and how to compensate persons providing services to the network or to the entity or entities charged with oversight of the network.
  • Making or contributing to managerial level business decisions, such as how to deploy funds raised from sales of the digital asset.
  • The AP distributes the digital asset as compensation to management or the AP’s compensation is tied to the price of the digital asset in the secondary market. To the extent these facts are present, the compensated individuals can be expected to take steps to build the value of the digital asset.

The list of factors the Staff identifies is long and inclusive. It is very likely that a vast majority of the ICOs launched in the past few years maintain at least some of the factors listed by the Staff weighing in favor of a determination that the ICO is an investment contract.

3. Subsequent Sales of Virtual Currency Can be Reassessed

Interestingly, the Staff appears to countenance the possibility that a virtual currency launched in an ICO could be “reevaluated at the time of later offers or sales” even if it originally would have considered an investment contract. In determining whether there should be such a “reevaluation,” the Staff will consider additional factors as they relate to efforts of others and separate factors as they relate to the “reasonable expectation of profits.” The Staff provided the following factors to consider in determining whether a reevaluation is appropriate: (1) whether purchasers no longer reasonably expect that continued development efforts of an AP is a key factor in determining the value; (2) the value of the virtual currency comes to have a direct and stable correlation to the value of the good or service being exchanged; (3) the volume of trading corresponds to the demand for the good or service being exchanged; (4) whether holders can use the virtual currency for its intended functionality, such as to acquire goods and services; (5) whether the economic benefit of the virtual currency is incidental to obtaining the right to use it for its intended functionality; and (6) no AP has access to material, non-public information or could otherwise be deemed to hold material inside information about the digital asset. This is of particular importance to ICOs that have been launched in the last few years. According to the Framework, even if the initial ICO should have been registered as a security, the Staff leaves open the possibility that subsequent sales of that virtual currency will not be considered an investment contract.

4. The Staff Provides an Example and a “No Action” Letter Indicating that Retail-Only ICOs Are Not Securities

The Staff also provides some helpful examples of ICOs that would not constitute securities. As one example, the Staff refers to the case of an online retailer with a fully developed operating business where that retailer “creates a digital asset to be used by consumers to purchase products only on the retailer’s network, offers the digital asset for sale in exchange for real currency, and the digital asset is redeemable for products commensurately price in that real currency.” Importantly, the “digital assets are not transferable; rather, consumers can only use them to purchase products from the retailer or sell them back to the retailer at a discount to the original purchase price.” According to the Staff, such “digital asset[s] would not be an investment contract.” However, the Staff does list some limitations to the retailer example, stating that even in the retailer scenario the sale of virtual currency may constitute an investment contract if the virtual currency is offered or sold at a discount to the value of the good or service, sold in quantities that exceed reasonable use on the retailer’s platform and there are no restrictions on reselling the virtual currency, “particularly where an AP is continuing its efforts to increase the value of the digital assets or has facilitated a secondary market.”

Similarly, together with the Framework, the Staff issued a “no action” letter to a company called TurnKey Jet, Inc. (TKJ). TKJ sought to offer a virtual currency directly tethered to the US dollar, where each TKJ token is worth one USD. TKJ tokens can only be used to purchase air charter services, can only be used within the TKJ marketplace and cannot be transferred to external wallets. Also, if a user wants to convert its TKJ token into USD, it can only do so at a discount to the face value of the TKJ (less than $1 per TKJ token). In addition, TKJ agreed to not use any of the funds from the sale of TKJ tokens to develop the TKJ platform, network or apps. Under those circumstances, the Staff stated that it “will not recommend enforcement action to the Commission, if, in reliance on [TKJ’s] opinion as counsel that [TKJ tokens] are not securities, TKJ offers and sells [TKJ tokens] without registration under the Securities Act and the Exchange Act.”

Viewing the example in the Framework and the TKJ no action letter, it appears that the Staff has become comfortable with the concept that if virtual currency is only used to purchase goods or services on an existing platform and cannot be sold for a profit, then such a sale of virtual currency is not an investment contract. It remains to be seen how this retail-only ICO concept will be adopted in the marketplace. We anticipate that APs and others in the virtual currency marketplace will test the boundaries of this retail-only concept. We also anticipate that APs will be looking at the TKJ no action letter as a model of sorts on how to conduct an ICO without concern for securities registration issues.

* * *

While we have listed a number of prominent factors above, the Framework lists many more. Despite listing 65 overlapping factors to consider, the Staff still takes the position that the Framework specifies only “some of the factors market participants should consider in assessing whether a digital asset is offered or sold as an investment contract and, therefore, is a security.” While the ICO marketplace has been seeking guidance from the SEC, the Framework may not be viewed as greatly clarifying which ICOs constitute securities and which do not. However, the Framework does give an insight as to how the Staff views ICO structures and will likely guide both enforcement actions and future ICOs. We anticipate that additional guidance, enforcement actions or decisional authority will further clarify the regulatory requirements for ICOs.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© McDermott Will & Emery | Attorney Advertising

Written by:

McDermott Will & Emery

McDermott Will & Emery on:

Readers' Choice 2017
Reporters on Deadline

Related Case Law

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.