From Crowdfunding to ICOs:
|
|
- Neal Walsh
- 5 years ago
- Views:
Transcription
1 From Crowdfunding to ICOs: Tips for Creatively (and Legally) Financing Your Business Brian Edstrom Shareholder & Attorney, Avisen Legal, P.A. David Duccini Founder & CEO, Silicon Prairie Portal and Exchange, LLC TCSW Wednesday, October 10, 2018
2 This presentation provides general information only. Nothing in this presentation, and nothing the presenters say during this presentation or at this event, is offered as legal advice. Raising money from investors likely requires you to comply with federal and state securities regulations, which are highly complex. This presentation does not cover all aspects of these, or other potentially applicable, regulations. You should consult an attorney prior to raising money from investors.
3 Overview What problem does an ICO or Crowdfunding solve? Raising money is hard, especially for early-stage companies You may be tired of: - bootstrapping your business - schmoozing with VCs or angel investors - trying to get a loan - asking friends and family for help Crowdfunding and ICOs present an alternative to the above options but Doing it wrong could land you in trouble. Big trouble.
4 Overview Questions we hope to answer with this presentation: What is (securities) crowdfunding? How do I engage in crowdfunding legally? What is an ICO? How do I conduct an ICO legally? Assuming I am fully compliant with the law, is a crowdfunding campaign or ICO right for me/my business?
5 What is Crowdfunding? Utilizing the Internet to raise money from a crowd of investors to support your project. Typically, money is only collected if a stated minimum target is reached.
6 Rewards vs. Securities Crowdfunding Rewards Crowdfunding securities laws don t apply mostly unregulated the sky is the limit on $ raised you typically don t owe investors anything in return* Securities Crowdfunding securities laws apply regulated at federal and state level limits apply to the $ amount raised investors expect something in return *Though you could be accused of fraud if you promise, say, a copy of your product in exchange for a contribution and then don t deliver on that promise
7 What is Crowdfunding? Reward-based crowdfunding: contribution is made in return for reward of nominal value or nothing at all. Kickstarter Indigogo GoFundMe
8 Rewards Crowdfunding Success Stories Oculus Rift - Raised $2.5 million through Kickstarter to create virtual reality headsets - Sold to Facebook 3 years later for $2 billion Astropad (MN company) - Raised over $645,000 on Kickstarter to create Ipad app, Luna Display Potato Salad Guy - Set $10 goal to raise money to finetune potato salad recipe - Raised $55,492 on Kickstarter to make potato salad
9 Rewards Crowdfunding (Not so) Success Stories Reality: Crowdfunding does not bring the crowd to you. Most successful (Kickstarter) projects raise less than $10k. Over 63% (Kickstarter) projects fail to reach minimum target.
10 What is Crowdfunding? Securities crowdfunding: Think Kickstarter, but where you promise investors equity or a financial return in exchange for investment Regulation CF MNvest SCOR Other State Regs
11 Securities Crowdfunding Success Stories Rustech Brewing (MN company) - Raised $62,500 through a MNvest offering to build a brewery Tilion Brewing Co (MN company) - Raised $230,000 through a SCOR offering to build a brewery Silicon Prairie Portal & Exchange (MN company) - Raised $254,000+ money to build its own crowdfunding platform!
12 Securities Crowdfunding (Not so) Success Stories Reality: Crowdfunding does not bring the crowd to you. Around 40% of securities crowdfunding offerings do not hit minimum target Crowdfunding issuers ability to repay investors is yet to be seen
13 How do I engage in crowdfunding legally? Three Initial Questions: 1. What do you give to or promise people in exchange for a financial contribution? 2. Are you engaged in a securities offering? 3. If you are engaged in a securities offering: - is the offering registered or exempt under federal law? - is the offering registered or exempt under applicable state law? More on questions 2 & 3 later...
14 How do I engage in crowdfunding legally? To conduct a lawful Securities Crowdfunding offering, you MUST: 1. Conduct the offering through a registered portal (some exceptions apply) 2. Prepare a disclosure document and other required information to provide to investors 3. Comply with applicable geographical restrictions 4. Comply with applicable limits regarding the total $$ raised through the offering 5. Comply with applicable limits regarding $$ raised from individual investors 6. Comply with applicable restrictions on advertisements Failure to meet the above, and other, requirements will expose you to civil, administrative, and (in a worst case scenario) criminal liability
15 What is an ICO? Initial Coin Offering: The sale of cryptocurrency tokens to raise money for a business venture or (usually blockchain-related) project. Tokens can represent different things, not always equity in company Investors may be able to invest using US$ or other cryptocurrencies Different from Initial Public Offerings (IPOs), which involve sale of stock in the company
16 What is Blockchain? A distributed public database that keeps a permanent record of digital transactions. Each block is a record of a specific transaction, which are linked together and secured in a chain using cryptography Transparent and decentralized Resistant to modification Not only used for cryptocurrencies
17 What is a Cryptocurrency? A proposed medium of exchange that is created and stored electronically in the blockchain. Use cryptography to record and control transactions No physical form Cannot always be exchanged for other commodities No inherent value Not insured Not controlled by a central bank or other authority
18 Cryptocurrencies - Examples Bitcoin Ethereum Litecoin Monero Ripple Dogercoin Sia NZT ZCASH 2GIVE
19 ICOs Success Stories Protocol Labs, INC. (Filecoin) - Raised $257 million via two offerings in Filecoin represents data storage on a decentralized storage network Wenn Digital Inc. (KODAKCoin) - Raised $6.75 million in KODAKCoin is used for payments for licensing photographs Telegram Group Inc. Raised $1.7 billion(!) via two offerings in Telegram already has messaging service; now aims to create Telegram Open Network that will become an alternative to credit cards
20 ICOs (Not so) Success Stories REcoin Group Foundation and DRC World SEC Fraud Charges/ Asset freeze (9/29/2017) PlexCorps SEC Fraud Charges/Asset freeze (12/4/2017) Munchee Inc. SEC Cease and Desist Order (12/11/2017) AriseBank SEC Asset Freeze (1/30/2018) Cherubim Interests, Inc. SEC Trading Suspension (2/16/2018) PDX Partners Inc. SEC Trading Suspension (2/16/2018) Victura Construction Group, Inc. SEC Trading Suspension (2/16/2018) Centra Tech SEC Fraud Charges/ Injunction/ Penalties (4/2/2018) Source:
21 SEC Actions Involving ICOs NYTimes: Subpoenas Signal S.E.C. Crackdown on Initial Coin Offerings (2/28/2018) CNBC: SEC Subpoenas TechCrunch Founder s Cryptofund Amid Broader Investigation into Digital Coins (3/2/2018) EBIT News: SEC Issues 80 Subpoenas to Cryptocurrency Funds (3/5/2018)
22 What do Regulators Say? SEC Chairman Jay Clayton: I have instructed the SEC staff to be on high alert for approaches to ICOs that may be contrary to the spirit of our securities laws and the professional obligations of the U.S. securities bar. Source: I believe every ICO I ve seen is a security. Source: Comments in a 2/6/2018 US Senate hearing
23 What do Regulators Say? Financial Industry Regulatory Authority (FINRA): Where [cryptocurrencies] are securities or where an ICO involves the offer and sale of securities, FINRA may review the mechanisms for example, supervisory, compliance and operational infrastructure firms have put in place to ensure compliance with relevant federal securities laws and regulations and FINRA rules. Source:
24 What do Regulators Say? North American Securities Administrators Association (NASAA): The recent wild price fluctuations and speculation in cryptocurrency-related investments can easily tempt unsuspecting investors to rush into an investment they may not fully understand. Cryptocurrencies and investments tied to them are high-risk products with an unproven track record and high price volatility. Combined with a high risk of fraud, investing in cryptocurrencies is not for the faint of heart. Source:
25 What do Regulators Say? Minnesota Department of Commerce: The Minnesota Department of Commerce is urging Minnesotans to proceed with caution and understand the potential risks of any investment or transaction involving a virtual currency such as Bitcoin. Source:
26 Why have so many ICOs gone wrong? Is the coin really necessary? Over-hyped Fraud Ignoring securities laws
27 How do I engage in an ICO legally? Four Initial Questions: 1. What does the coin/token really represent? I.e., what do investors hope to get by purchasing the coin? 1. Is the coin a security? 2. If the coin is not a security, why not? (This better be good ) 3. If you are engaged in a securities offering: - is the offering registered or exempt under federal law? - is the offering registered or exempt under applicable state law? Now to the boring part
28 Overview of Securities Laws Federal Laws at Play: Securities Act of 1933 Securities Exchange Act of 1934 Investment Company Act of 1940 State Laws at Play: Minnesota Securities Act Other States Laws Enforced by: SEC FINRA Enforced by: MN Dept. of Commerce State securities regulators Attorneys General (?)
29 What do securities regulations do? Require registration of securities offerings, unless exempt Limit who can sell securities Limit how securities are sold Impose reporting requirements Impose anti-fraud provisions *Tip: Its all about disclosure; say what you do, do what you say
30 Is it a Security? Security is defined broadly in federal (and state) statutes: Securities Act: The term security means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. *Tip: When in doubt, assume it s a security.
31 Is it a Security? SEC v. Howey, 328 U.S. 293 (1946) Establishes 4-part test for defining investment contract 1. A person invests money 2. In a common enterprise 3. Is led to expect profits 4. Solely from the efforts of others
32 Is it a Security? The Howey Test isn t the only game in town State v. Gopher Tire SEC v. C.M. Joiner State v. Investors Security Corp Others Tip: Don t be an arm chair lawyer!
33 Its Not a Security, it s a Utility Token! Ask yourself: How is the token marketed? What do investors hope to get out of the token? Are investors only motivated by utility use, or also by hope the value of the coin, itself, will increase? Has SEC taken action against similar utility tokens? Whether a particular investment transaction involves the offer or sale of a security regardless of the terminology or technology used will depend on the facts and circumstances, including the economic realities of the transaction. 7/25/2017 SEC Press Release
34 Planning to say its not a Security? Minnesota Securities Act, Section 80A.70; EVIDENTIARY BURDEN. (a) Civil. In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (b) Criminal. In a criminal proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim. *Tip: Do your homework first, not after you receive a subpoena
35 Must it be registered with the SEC? Securities Act Sec. 2: Unless a registration statement is in effect, it is unlawful to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell a security. But several exemptions apply. *Tip: Before applying for registration, always consider whether an exemption applies
36 Must it be registered with states? Minnesota Securities Act: It is unlawful for a person to offer or sell a security in Minnesota unless: - The security is a federal covered security; - The security, transaction or offer is exempted from registration - The security is registered with the Minnesota Department of Commerce Other states have similar requirements *Tip: Review registration/exemption requirements in every state where offers occur
37 Finding an Exemption 1. How much money do you need? 2. Do you want non-accredited investors? 3. Do you want to advertise? 4. Where (in which states) do you want to raise money? 5. How much money can you afford to spend?
38 Common Exemptions This chart identifies common exemptions from federal securities law requirements, and state (Minnesota) exemptions/requirements commonly paired with those federal exemptions. Federal Exemptions State (MN) Exemptions Rule 506(b) of Regulation D + [federal preemption applies] + Rule 506(c) of Regulation D + [federal preemption applies] + Rule 504 of Regulation D + Regulation A Tier 2* Regulation A Tier 1* Regulation Crowdfunding (Reg CF) + SCOR (Minn. Stat. 80A.50(b))* [federal preemption applies] Must register with state(s)* [federal preemption applies] Section 3(a)(11) and Rule 147A MNvest (Minn. Stat. 80A.461) + + Requires a notice filing * This exemption is actually a simplified registration requirement.
39 How much money do you need? As much as possible Up to $50 million Up to $20 million Up to $5 million Up to $2 million Up to $1 million Unlimited (Rule 506(b) or (c)) $50 million (Reg A Tier 2) $20 million (Reg A Tier 1) $5 million (Rule 504/SCOR) $2 million (MNVest) $1 million (Reg CF)
40 Do you want non-accredited investors? Accredited investors include individuals who: for the past two years, have made at least $200,000 per year (or $300,000 if joint with a spouse s income) have a net worth of at least $1 million, not including the value of the individual s home. Most people (around 95% of the U.S. population) do not meet these thresholds, making them non-accredited investors
41 Do you want to advertise? Some securities regulations prohibit general advertising or solicitation. General advertising and solicitation occurs when you share information about the offering with someone with whom you do not have a preexisting, substantial relationship. This could include: Social media posts TV/newspaper interviews Verbal conversations with strangers
42 Advertising Violation? What if this was a securities offering? A metaphor: Don't celebrate your sea salt for being "formed by the primal sea more than 250 million years ago" without also disclosing it expires next year. Source:
43 Advertising Violation? A University of Minnesota professor is hoping to raise money to research the parasite that's devastating Minnesota's moose population. [ ] While researchers also plan to apply for research grants, Wolf said the $6,000 funding goal at the university's crowdfunding site is a good way for members of the public to help the research along. So far about half of the goal has been raised.
44 Where do you want to raise money? All securities offerings must comply with both federal and state securities laws. To avoid registering the offering, you will need to comply with an exemption in each state where securities are offered or sold. Some federal regulations (e.g., Rule 506(b) & (c), Reg CF) preempt state regulations, though you may still need to file notice of the offering with state(s).
45 How much can you afford to spend? Each of the options discussed here involve some form of regulatory filing. Some require lengthy disclosure documents. Some require audited/reviewed financial statements. Some require ongoing reporting. Legal, accounting, and filing fees can be expensive
46 Common Exemption Options Question Regulation CF MNvest Rule 504/ SCOR + Reg A Tier 1 Reg A Tier 2 Rule 506(b) Rule 506(c) How much money do you need? Do you want nonaccredited investors? Do you want to advertise? * Do you want to raise money from investors in multiple states? Up to $1 million allowed Non-accredited allowed, but investment limits apply Only limited advertising allowed Sales permitted in all states Up to $2 million allowed Non-accredited allowed, but investment limits apply Only limited advertising allowed Sales permitted in MN only Up to $5 million allowed Non-accredited allowed, subject to state law requirements Advertising allowed, but only in states where registered Sales permitted in all states where state law requirements are also met Up to $20 million allowed Non-accredited allowed Advertising allowed Sales permitted in only those states where the offering is qualified Up to $50 million allowed Non-accredited allowed, but investment limits apply Advertising allowed Sales permitted in all states Unlimited amount allowed Up to 35 nonaccredited allowed, so long as they are sophisticated Advertising not allowed Sales permitted in all states Unlimited amount allowed Non-accredited not allowed Advertising allowed Sales permitted in all states How important is it to you to minimize legal & accounting fees? ** Highest Costs Medium Costs Medium Costs Highest Costs Highest Costs Lowest Costs Lowest Costs This chart contains limited information only and is not provided as legal advice. This chart does not address bad actor restrictions, integration issues, anti-fraud provisions, regulations applicable to finders, agents, broker-dealers or investment advisers, reporting requirements, or other regulations that may apply to a company conducting a securities offering. Companies planning to engage in equity crowdfunding should consult an attorney and an accountant before commencing the offering.
47 Is Crowdfunding or an ICO right for me? Do you have a well thought-through business plan? Do you have a marketable story? Do you have a crowd of interested persons ready to support you? Do you have a compelling idea for using blockchain technology? Are you comfortable with securities law compliance?
48 Securities Crowdfunding Success Stories (Revisiting) Rustech Brewing (MN company) - Raised $62,500 through a MNvest offering to build a brewery Tilion Brewing Co (MN company) - Raised $230,000 through a SCOR offering to build a brewery Silicon Prairie Portal & Exchange (MN company) - Raised $254,000+ money to build its own crowdfunding platform!
49 ICOs Success Stories (Revisiting) Protocol Labs, Inc. (FileCoin) raised $257mm from accredited investors via two 506(c) offerings (8/7/2017 and 8/25/2017) Wenn Digital Inc. (KodakCoin) - raised $6.75mm from accredited investors via 506(c) offering (1/16/2018) Telegram Group Inc. raised $1.7 billion(!) from accredited investors via two 506(c) offerings (2/13/2018 and 3/29/2018)
50 Questions? Brian Edstrom David Duccini
What Constitutes a Security and Requirements Relating to the Offer and Sales of Securities and Exemptions From Registration Associated Therewith
What Constitutes a Security and Requirements Relating to the Offer and Sales of Securities and Exemptions From Registration Associated Therewith Many people don t realize that every offer and sale of a
More informationMEMORANDUM. Re: Preliminary assessment of whether the Token GVT (Genesis Vision Token) which is CONTENTS A. BACKGROUND...2 B. QUERY:...
MEMORANDUM From: Lionel Iruk, Esq. Managing Partner & General Counsel EMPIRE GLOBAL PARTNERS, LLC IRUKE LAW FIRM PLLC 2211 Norfolk St Ste 600 Houston, TX 77098-4055 lion@empireglobal.partners A Global
More informationOVERVIEW OF SECURITIES LAWS
Securities Laws Compliance For CDFIs Timothy Horner and Matthew Johnson Warner Norcross & Judd LLP September 26, 2017 OVERVIEW OF SECURITIES LAWS 1 WHAT IS A SECURITY? Securities Act of 1933: The term
More informationRaising Money? Great! But Know the Legal Issues Involved
Raising Money? Great! But Know the Legal Issues Involved OUR TEAM 414.978.5440 Debt Bank Loans SBA Loan Program Bonds Convertible Notes (initially) Debt vs Equity Equity Joint Venture Friends & Family
More informationSTATE SECURITIES OVERVIEW: CAPITAL FORMATION UNDER BLUESKY
OFFICE OF THE GEORGIA SECRETARY OFSTATE STATE SECURITIES OVERVIEW: CAPITAL FORMATION UNDER BLUESKY Presented by the The Securities & Charities Division February 13, 2019 THIS PUBLICATION IS NOT LEGAL ADVICE
More informationA Primer on Securities Laws and Exemptions including recent changes made pursuant to the Jobs Act By Romana Kaleem, Esq. 1
A Primer on Securities Laws and Exemptions including recent changes made pursuant to the Jobs Act By Romana Kaleem, Esq. 1 On September 23, 2013, certain amendments to the Securities Act of 1933 (the Securities
More informationQuickLaunch University Webinar Series Initial Coin Offerings: Recent Developments and Legal Considerations for Startups
QuickLaunch University Webinar Series Initial Coin Offerings: Recent Developments and Legal Considerations for Startups November 7, 2017 Attorney Advertising Speakers Glenn Luinenburg Partner WilmerHale
More informationInvestment Crowdfunding for Wineries. February 17, 2017
Investment Crowdfunding for Wineries February 17, 2017 A Little Bit About Me 2 Zach Robins Email: zrobins@winthrop.com Twitter: zjrobins LinkedIn: https://www.linkedin.com/in/zjrobins Winthrop & Weinstine
More informationCryptocurrencies: A Tax and Securities Law Primer
Cryptocurrencies: A Tax and Securities Law Primer Presented By: Doug Jones, Esq., and Shana McGirl, Esq. Date: May 9, 2018 at Capital Factory Part I Presented By: Doug Jones, Esq. 512-495-6013 djones@mcginnislaw.com
More informationMontana State Auditor
Montana State Auditor The Office of Montana State Auditor, Commissioner of Securities and Insurance, is a criminal justice agency whose primary mission is to protect Montana s consumers through insurance
More informationThe Challenge Balance Competing Interests
Agenda Introduction Some Challenges and Alternatives Applicable Laws (Including the JOBS Act) The Security Commonly Discussed Terms Top 10 (or so) Pitfalls Questions and Answers (But Don t Wait) 1 The
More informationMcGinnis Lochridge. Austin Houston Dallas Decatur mcginnislaw.com
McGinnis Lochridge Austin Houston Dallas Decatur mcginnislaw.com Cryptocurrencies: A Tax and Securities Law Primer Presented By: Doug Jones, Partner and Date: August 20, 2018 at Capital Factory Part I
More informationPrivate Wealth Management. Understanding Blockchain as a Potential Disruptor
Private Wealth Management Understanding Blockchain as a Potential Disruptor 2 Blockchain and Cryptocurrency The interest in blockchain stems from the idea that its development is comparable to the early
More informationCRYPTO SECURITIES REGULATIONS IOI
CRYPTO SECURITIES REGULATIONS IOI BLOCKFIN SUMMIT LENDIT FINTECH USA 2018 April 9, 2018 ABOUT ME: TIMING IS EVERYTHING Ryan Feit CEO & CO-FOUNDER www.seedinvest.com 2 WE CHANGED 8O-YEAR-OLD SECURITIES
More informationThe Challenge Balance Competing Interests
Agenda Introduction Applicable Laws (Including the JOBS Act) The Security Commonly Discussed Terms Top 10 (or so) Pitfalls Questions and Answers (But Don t Wait) 1 The Challenge Balance Competing Interests
More informationTexas Blue Sky and Federal Securities Laws as to Oil & Gas Investments (or, We Are All Securities Lawyers Now, with apologies to Milton Friedman.
Texas Blue Sky and Federal Securities Laws as to Oil & Gas Investments (or, We Are All Securities Lawyers Now, with apologies to Milton Friedman.) Jasper Mason But I m an oil & gas lawyer Did we rename
More informationOutline. Amy starts a cupcake shop. Sources of capital 1/31/2017. Securities Regulation Crowdfunding and Investor Rights
Outline Securities Regulation Crowdfunding and Investor Rights Leo John Legal Specialist, Business and Investor Outreach, N.C. Department of the Secretary of State, Securities Division Email: ljohn@sosnc.gov;
More informationUNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933 Release No. 10608 / February 20, 2019 ADMINISTRATIVE PROCEEDING File No. 3-19004 UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION In the Matter of Respondent.
More informationInitial Coin Offerings An Alternative Funding Mechanism for Startups
Initial Coin Offerings An Alternative Funding Mechanism for Startups James Gatto Sheppard Mullin 9.20.17 Sheppard Mullin Richter & Hampton LLP 2016 $1.8 Billion in ICO Funding as of 7.31.17 Blockchain
More informationRevised - April 5, 2015
Revised - April 5, 2015 Legal Disclaimer We Are Not Your Lawyers The purpose of this presentation is to provide information, rather than advice or opinion. The materials presented have been prepared solely
More informationInvestments Overview: Regulation; Structures; Alternative Funds and Recent Developments
Investments Overview: Regulation; Structures; Alternative Funds and Recent Developments Andrew Raby, Partner Fundriver EA Conference November 8 2017 2017 Drinker Biddle & Reath LLP All rights reserved.
More informationENROLLED ACT NO. 27, HOUSE OF REPRESENTATIVES SIXTY-FOURTH LEGISLATURE OF THE STATE OF WYOMING 2018 BUDGET SESSION
AN ACT relating to securities; providing that a person who develops, sells or facilitates the exchange of an open blockchain token is not subject to specified securities and money transmission laws; providing
More informationStart-Up Funding: Avoiding the Pitfalls and Positioning the Company
Start-Up Funding: Avoiding the Pitfalls and Positioning the Company Oded Green October 23, 2018 Copyright 2018 by K&L Gates LLP. All rights reserved. Agenda Introduction Some Challenges and Alternatives
More information2014 Nuts & Bolts Seminar Des Moines
2014 Nuts & Bolts Seminar Des Moines TRANSACTIONAL TRACK Securities 4:00 p.m.- 5:00 p.m. Presented by Joe Leo BrownWinick 666 Grand Avenue, Suite 2000 Des Moines, IA 50309-2510 Phone: 515-242-2462 TUESDAY,
More informationICOs - The Hottest Thing in FinTech and a Trap for the Unwary
13 December 2017 ICOs - The Hottest Thing in FinTech and a Trap for the Unwary #KLGIMConf @KLGates Moderator: Judith Rinearson, Partner, K&L Gates LLP London/New York Ed Dartley, Partner, K&L Gates LLP
More informationThe Proposal: Considerations in Starting or Acquiring a Business
The Proposal: Considerations in Starting or Acquiring a Business Jeffrey P. Gleason, Esq., Partner, Woods Oviatt Gilman, LLP Matthew B. Morey, Esq., Partner, Lipsitz Green Scime Cambria, LLP Acquiring
More informationCROWDFUNDING. Anna Pinedo David Lynn. May 16, Morrison & Foerster LLP All Rights Reserved mofo.com
CROWDFUNDING 2011 Morrison & Foerster LLP All Rights Reserved mofo.com Anna Pinedo David Lynn May 16, 2012 The JOBS Act - Background The Jumpstart Our Business Startups Act, H.R. 3606 (the JOBS Act ),
More informationSEC Ends 2018 Signaling Its Approach to Regulating the Cryptocurrency Markets
VOLUME 33, NUMBER 2, FEBRUARY 2019 SECURITIES REGULATION SEC Ends 2018 Signaling Its Approach to Regulating the Cryptocurrency Markets Recent SEC actions reinforce its commitment to applying traditional
More informationICOs: The Rise of a Blockchain-Based Financing Instrument
ICOs: The Rise of a Blockchain-Based Financing Instrument In 2017, we have seen rapid growth in capital raised through initial coin offerings (ICOs), which startup companies use to raise funds online via
More informationTHE JOBS ACT ENHANCES PRIVATE CAPITAL RAISING ACTIVITIES May 2012
THE JOBS ACT ENHANCES PRIVATE CAPITAL RAISING ACTIVITIES May 2012 On April 5, 2012, Jumpstart Our Business Startup Act of 2012 (the JOBS Act ) was enacted into law. In addition to providing an onramp designed
More informationCorporate Law Points & Business-Building Points Key issues for start-up or early stage companies:
Legal Issues for Entrepreneurs, Start-Ups and Emerging Companies Which Are Preparing to Raise Capital From Investors Presentation by Nancy Fallon-Houle 2006 Corporate Law Points & Business-Building Points
More informationFrom the Boston Business Journal:
MENU Account FOR THE EXCLUSIVE USE OF KOBRIEN@BIZJOURNALS.COMKOBRIEN@BIZJOURNALS.COMKOBRIEN@BIZJOURNALS.COM From the Boston Business Journal: https://www.bizjournals.com/boston/news/2017/11/09/gambling-on-cryptocurrency-boston-area-startups.html
More informationGetting Ready for Crowdfunding. A Legal Guide to Understanding Federal Equity Crowdfunding Regulations
Getting Ready for Crowdfunding A Legal Guide to Understanding Federal Equity Crowdfunding Regulations Notice Getting Ready for Crowdfunding: A Legal Guide to Understanding Federal Equity Crowdfunding Regulations
More informationCROWDFUNDING AND THE JOBS ACT IN 2016
CROWDFUNDING AND THE JOBS ACT IN 2016 2 Right now, you can only turn to a limited group of investors -- including banks and wealthy individuals -- to get funding. Laws that are nearly eight decades old
More information15 USC 77b. NB: This unofficial compilation of the U.S. Code is current as of Jan. 4, 2012 (see
TITLE 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES 77b. Definitions; promotion of efficiency, competition, and capital formation (a) Definitions
More informationObtaining the American Dream: EB-5 Million Dollar Investor Visas. Beverly Hills Bar Association, Business Law Section
Obtaining the American Dream: EB-5 Million Dollar Investor Visas Beverly Hills Bar Association, Business Law Section January 9, 2014 Leon Hazany Leon Hazany & Associates, APLC 5670 Wilshire Blvd., 17 th
More informationSEC DAO Report and The Future of Virtual Currencies
SEC DAO Report and The Future of Virtual Currencies October 11, 2017 By: Carol Van Cleef and John Harrington Contact Us Carol R. Van Cleef Partner 202.861.1514 cvancleef@bakerlaw.com @carol_vancleef John
More informationDisruptive Technology and Legal
Disruptive Technology and Legal James Atherton, LLB CEO of Capiche Capital Technologies Corporation Blockchain/Bitcoin What is blockchain technology? Blockchain technology is a decentralized digital ledger
More informationCorporate Policies and Procedures Manual. Corporate Governance: Code of Ethics
Corporate Corporate Governance: Code of Ethics Policy Created: December 11, 2006 Last Revision: October 3, 2009 Table of Contents STATEMENT OF PURPOSE AND APPLICABILITY...3 DEFINITIONS...3 STANDARDS OF
More informationEquity Crowdfunding: Past, Present & Future Canadian Crowdfinance Summit. March 1, 2017 Presented by Ryan Feit
Equity Crowdfunding: Past, Present & Future Canadian Crowdfinance Summit March 1, 2017 Presented by Ryan Feit T H E A G E N D A Section I Section II Quick Introduction The Past Section III The Present
More informationInitial Coin Offerings
Initial Coin Offerings Hossein Kazemi CAIA Association & Isenberg School of Management, University of Masschusetts May 30, 2018 1. Introduction In the late 1940s, W.J. Howey company owned a hotel and large
More informationEnron. the nation s largest natural gas pipeline system. Within a year the head of the Houston
Hasan Akay Business Law 405 Professor Diane Mcdonald Enron Enron had its beginnings in Nebraska State; it all started in 1930 when three small utilities formed the Northern Natural Gas Company to pipe
More informationFollowing the Wisdom of the Crowd?
Client Alert November 2, 2015 Following the Wisdom of the Crowd? A Look at the SEC s Final Crowdfunding Rules In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding,
More informationLawyer Insights. AML and Sanctions Compliance Issues Facing Cryptocurrency Companies. June 4, by Richard S. Garabedian and Shaswat K.
Lawyer Insights June 4, 2018 AML and Sanctions Compliance Issues Facing Cryptocurrency Companies by Richard S. Garabedian and Shaswat K. Das Published in Crowdfund Insider Over the past few years, continued
More informationPottery Research is an organization that uses knowledge of law and financial markets, where it interacts, to assist investment and business stability
Pottery Research is an organization that uses knowledge of law and financial markets, where it interacts, to assist investment and business stability in Sub Saharan Africa. Through the provision of business,
More informationHow Congress Could Change The Game For Digital Tokens
Portfolio Media. Inc. 111 West 19 th Street, 5th Floor New York, NY 10011 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7161 customerservice@law360.com How Congress Could Change The Game For Digital
More informationCODE OF ETHICS FOR APOLLO TACTICAL INCOME FUND INC.
CODE OF ETHICS FOR APOLLO TACTICAL INCOME FUND INC. Section I. Statement of General Fiduciary Principles This Code of Ethics (the Code ) has been adopted by Apollo Tactical Income Fund Inc. (the Fund )
More informationForm FP-NMA. Contact person First name Last name address Phone number
Form FP-NMA Application Contact Information Provide the following information for the person who will be the primary contact for the Funding Portal ( FP ) Applicant during FINRA s review of the Funding
More informationEditor's Letter. Initial Coin Offerings. Introduction. Blockchain
Initial Coin Offerings Introduction In the late 1940s, W.J. Howey company owned a hotel and large tracts of orange groves in Florida. It devised a plan to sell portions of the groves to the public, whereby
More informationAMENDED AND RESTATED CODE OF ETHICS FOR APOLLO INVESTMENT CORPORATION
AMENDED AND RESTATED CODE OF ETHICS FOR APOLLO INVESTMENT CORPORATION Section I. Statement of General Fiduciary Principles This Amended and Restated Code of Ethics (the Code ) has been adopted by Apollo
More informationAn Overview by Elesa A. Rectanus, Associate, Sloane & Johnson, PLLC
B. CROWDFUNDING RULES An Overview by Elesa A. Rectanus, Associate, Sloane & Johnson, PLLC On October 30, 2015 the Securities and Exchange Commission (the SEC ) adopted the final rules, Regulation Crowdfunding,
More informationPrivacyStake Whitepaper
PrivacyStake Whitepaper Support@PrivacyStake.com Introduction PrivacyStake has seen cryptocurrency grow throughout the years. Since 2016 staking and lending platforms have become more popular. However,
More informationUNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933 Release No. 10575 / November 16, 2018 ADMINISTRATIVE PROCEEDING File No. 3-18898 UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION In the Matter of Respondent.
More informationU.S. Regulators Continue Scrutiny of Virtual Currencies and ICOs
U.S. Regulators Continue Scrutiny of Virtual Currencies and ICOs March 15, 2018 This past week, we received further evidence that U.S. federal regulators will continue to scrutinize potential compliance
More informationPractical Blockchain: Navigating Through The Hall of Mirrors. Sandy Carielli Director of Security Technologies Entrust Datacard
Practical Blockchain: Navigating Through The Hall of Mirrors Sandy Carielli Director of Security Technologies Entrust Datacard Quick Survey QUICK SURVEY "Blockchain In Banking: Success Depends On Technology
More informationBlockchain Legal Breakfast: A Cryptocurrency Funding Revolution
Blockchain Legal Breakfast: A Cryptocurrency Funding Revolution Koker Christensen, Fasken Martineau Jeff Dennis, Fasken Martineau Daniel Fuke, Fasken Martineau Alan Wunsche, TokenFunder.io & Blockchain
More informationBlockchain Legal Breakfast
Blockchain Legal Breakfast: A Cryptocurrency Funding Revolution Koker Christensen, Fasken Martineau Jeff Dennis, Fasken Martineau Daniel Fuke, Fasken Martineau Alan Wunsche, TokenFunder.io & Blockchain
More informationDECENTRALIZED ASSET TRADING PLATFORM WHITEPAPER VERSION 3.1 DATP.MARKET
DECENTRALIZED ASSET TRADING PLATFORM WHITEPAPER VERSION 3.1 DATP.MARKET CONTENTS 1 INTRODUCING DECENTRALIZED ASSET TRADING PLATFORM 2 PROBLEM PROBLEM WITH EXCHANGE OF THIRD PARTY PAYMENTS USER EXPERIENCE
More informationTax Reporting of Bitcoin and Other Cryptocurrency: Calculating Basis, Income and Gain
Tax Reporting of Bitcoin and Other Cryptocurrency: Calculating Basis, Income and Gain FOR LIVE PROGRAM ONLY TUESDAY, JUNE 26, 2018, 1:00-2:50 pm Eastern IMPORTANT INFORMATION FOR THE LIVE PROGRAM This
More informationLEGAL MEMORANDUM. Zen Systems Attn: Robert Viglione. From: Cogent Law Group, LLP Evan Smith Adella Toulon-Foerster. Date: January 25, 2018
LEGAL MEMORANDUM To: Zen Systems Attn: Robert Viglione From: Cogent Law Group, LLP Evan Smith Adella Toulon-Foerster Date: January 25, 2018 Questions Presented Is the ZenCash token (the Token ) considered
More informationMORE THAN A TOKEN RISK ICO TRADING PLATFORMS AND PROMOTERS IN SEC CROSSHAIRS
MORE THAN A TOKEN RISK ICO TRADING PLATFORMS AND PROMOTERS IN SEC Since issuing its "DAO Report" in July 2017, 1 the US Securities and Exchange Commission (the "SEC") has aggressively asserted jurisdiction
More informationGOODHAVEN CAPITAL MANAGEMENT CODE OF ETHICS
Appendix C: Code of Ethics with Exhibits Exhibit A: List of Access Person Required to Report Under this Code of Ethics Exhibit B: Acknowledgement of Receipt of this Code of Ethics and Any Amendments Exhibit
More informationSEC ADOPTS JOBS ACT PRIVATE PLACEMENT PROVISIONS: LIFTS BAN ON GENERAL SOLICITATION AND ADVERTISING IN PRIVATE PLACEMENTS
Corporate Alert July 2013 SEC ADOPTS JOBS ACT PRIVATE PLACEMENT PROVISIONS: LIFTS BAN ON GENERAL SOLICITATION AND ADVERTISING IN PRIVATE PLACEMENTS On July 10, 2013, the Securities and Exchange Commission
More informationTHE MOST INNOVATIVE AND LUCRATIVE WAY TO EARN BITCOIN.
THE MOST INNOVATIVE AND LUCRATIVE WAY TO EARN BITCOIN Abstract... Our Goal... The Marketplaces Issues... What is Kubic Coin?. What we do?... Why we use Ethereum?... Fast and Smooth Investment System...
More informationSEC RENEWS FOCUS ON CRYPTOCURRENCIES AND INITIAL COIN OFFERINGS
On December 11th, 2017, the SEC filed a cease-and-desist order against Munchee Inc. to halt its Initial Coin Offering (ICO). This was the first SEC enforcement action brought on the basis that the ICO
More informationbrave new world of money ask the money guy vc viewpoint your money ECON
money ask the money guy vc your money ECON the brave new world of ICOs Initial Coin Offerings (ICOs) are exploding in popularity, but both offerers and investors need to understand the regulatory landscape
More informationBlockchain / Distributed Ledger Technology
Blockchain / Distributed Ledger Technology Emerging Legal Issues and Business Trends Michael D. Palage (Michael@Palage.com) Blockchain: Hip or Hype 2 Blockchain/DLT - Cryptocurrency October 2008 White
More informationJumpstart Our Business. Startups (JOBS) Act. March 30, Morrison & Foerster LLP All Rights Reserved mofo.com
Jumpstart Our Business 2011 Morrison & Foerster LLP All Rights Reserved mofo.com Startups (JOBS) Act March 30, 2012 The JOBS Act Background The Jumpstart Our Business Startups Act, H.R. 3606, was passed
More informationIntroduction About Me
Introduction About Me Partner with the law firm of Freeborn & Peters LLP in Chicago Specialize in securities, commercial finance, real estate and general corporate law Industry recognized expert in crowdfunding
More informationNon-recourse business funding with no personal guarantee required
1 Non-recourse business funding with no personal guarantee required A personal guarantee on a business loan means that you are personally responsible for the repayment of that money if the business fails
More informationCMR White Paper THE ICO STARTER
CMR White Paper THE ICO STARTER Index 1. Introduction 2. What is CMR coin? 3. How does CMR create value? 4. CMR coin characteristics 5. ICO of CMR 6. Buying and trading CMR 7. How is the underlying portfolio
More informationBlockstack Token Sale Mechanics v1.0
Blockstack Token Sale Mechanics v1.0 The following summary of terms and description of the sale of tokens by Blockstack Token LLC and its affiliates through various investment vehicles is preliminary and
More informationCrypto-assets and crypto-businesses a regulatory and legal issues
Crypto-assets and crypto-businesses a regulatory and legal issues Commercial Court CPD seminar 13 February 2019 Mark Sneddon Adjunct Professor of Law Monash University Partner, Holley Nethercote and Principal
More informationHow to Launch STO BLOCKCHAIN PRACTICE GROUP. Things to consider when structuring and launching STO in the U.S.
BLOCKCHAIN PRACTICE GROUP How to Launch STO Things to consider when structuring and launching STO in the U.S. ABOUT US Blockchain, VC/PE & Real Estate Dilendorf & Khurdayan offers practical and effective
More informationStructuring Your Regulation A+ Offering
Structuring Your Regulation A+ Offering April 14, 2015, 1:00PM 2:00PM EST Speakers: Marty Dunn, Morrison & Foerster LLP Anna T. Pinedo, Morrison & Foerster LLP 1. Presentation 2. Client Alert Regulation
More informationThe Jumpstart Our Business Startups Act
The Jumpstart Our Business Startups Act Richard B. Levin April 3, 2012 Baker & Hostetler LLP - 2012 Summary Congress recently passed the Jumpstart Our Business Startups Act (the JOBS Act ). The JOBS Act:
More informationDigital Coin Offerings: Recent SEC Guidance and Tax Considerations
Digital Coin Offerings: Recent SEC Guidance and Tax Considerations October 31, 2017 MORRISON & FOERSTER LLP 2017 mofo.com Overview Background What Is a Blockchain? What Is a Smart Contract? Cryptocurrencies
More informationFinance, Securities, Regulation. Adam Sterling UC Berkeley School of Law
Finance, Securities, Regulation Adam Sterling UC Berkeley School of Law Introduction Introduction Introduction Introduction Introduction Introduction Today s Lecture Old School Venture Finance Securities
More informationMontana State Auditor
Montana State Auditor The Office of Montana State Auditor, Commissioner of Securities and Insurance, is a criminal justice agency. Our primary mission: to protect Montana s consumers through insurance
More informationSEC.gov Digital Asset Transactions: When Howey Met Gary (Plastic)
Page 1 of 7 Speech Digital Asset Transactions: When Howey Met Gary (Plastic) William Hinman Director, Division of Corporation Finance San Francisco, CA Remarks at the Yahoo Finance All Markets Summit:
More informationNew IRS Scrutiny on Cryptocurrency Reporting: Filing Requirements and Exchange Treatment
Presenting a 90-minute encore presentation featuring live Q&A New IRS Scrutiny on Cryptocurrency Reporting: Filing Requirements and Exchange Treatment TUESDAY, APRIL 24, 2018 1pm Eastern 12pm Central 11am
More informationSend in the Crowds? Crowdfunding Under the JOBS Act
Send in the Crowds? Crowdfunding Under the JOBS Act By Carl F. Barnes mbbp.com Send in the Crowds? Crowdfunding Under the JOBS Act By: Carl F. Barnes April 2012 With President Obama s signature on the
More informationMNVest Security Crowdfunding Presented by Chris Hanson Co-founder & CEO of thedatabank,gbc and past Board President of MetroIBA
The MetroIBA Education Committee welcomes you to the webinar: MNVest Security Crowdfunding Presented by Chris Hanson Co-founder & CEO of thedatabank,gbc and past Board President of MetroIBA April 19, 2015
More informationTable of contents. 2
Whitepaper Table of contents Table of contents... 2 Overview... 3 TrillionToken... 3 Sports Betting Platform... 3 Cryptocurrency... 3 Blockchain technology... 3 Ethereum network... 5 TrillionToken token...
More informationTHE SOFEROX PROJECT THE TWIN-CHAIN BLOCKCHAIN
THE SOFEROX PROJECT THE TWIN-CHAIN BLOCKCHAIN Soferox isn t just an exchange. We have created a new style blockchain that is basically Ethereum on steroids. We create a new style of chaining that will
More informationSagePoint Financial, Inc. FSC Securities Corporation
CODE OF ETHICS SagePoint Financial, Inc. 2800 N. Central Ave., Suite 2100 Phoenix, AZ 85004 (800)552-3319 FSC Securities Corporation 2300 Windy Ridge Parkway, Suite 1100 Atlanta, GA 30339 (800)547-2382
More informationSEC FINALIZES REGULATION CROWDFUNDING
November 5, 2015 SEC FINALIZES REGULATION CROWDFUNDING The United States Securities and Exchange Commission has issued final rules on Regulation Crowdfunding. Our summary is set forth below. The final
More informationAlgebraix Token Economics
An Algebraix Data Whitepaper Algebraix Token Economics October 2017, Version 1.0 Pg 1 (858) 381-4800 AlgebraixData.com 9601 Amberglen Blvd Austin, TX 78729 Algebraix Token Economics This document describes
More informationBitcoin (BTC) C$8, (US$6,308.36) October 29, 3:15 pm
Bitcoin (BTC) C$8,283.19 (US$6,308.36) General Cryptocurrency News: Forbes announced the launch of Forbes CryptoMarkets last week, a crypto tracking portal which licenses to use the Forbes brand name.
More informationCapital Raising in US: Do s and Don ts on Solicitation Activities for Australian Fund Managers
Capital Raising in US: Do s and Don ts on Solicitation Activities for Australian Fund Managers AIMA Australia Education Forum Sydney, Australia (February 2016) Presented by Peter J. Bilfield, Partner,
More information(the Company ) CODE OF ETHICS
Appendix 16 SHARESPOST 100 FUND (the Company ) CODE OF ETHICS I. Introduction. The Company has approved and adopted this Code of Ethics and has determined, in accordance with the requirements of Rule 17j-1
More informationBad Actor Disqualification in Private Placements New Rule 506(d)
Bad Actor Disqualification in Private Placements New Rule 506(d) The Vine November 8, 2013 www.morganlewis.com DB1/76600736.2 Morgan, Lewis & Bockius LLP Registration or Exemption Rule #1: Registration
More informationWhat Is BlockChain? X
WHITEPAPER 2 The BlockChain Network Illustrated What Is BlockChain? The BlockChain was first made public in 2009 with the advent of the Bitcoin, the first digital currency. Technically speaking Blockchain
More informationClient Update Blockchain Tokens and Initial Coin Offerings: New Year, New Perspective
1 Client Update Blockchain Tokens and Initial Coin Offerings: New Year, New Perspective Sales of blockchain tokens in so-called initial coin offerings ( ICOs ) 1 exploded in 2017. According to CoinSchedule,
More informationDISCUSSION PAPER ON INITIAL COIN OFFERINGS, VIRTUAL CURRENCIES AND RELATED SERVICE PROVIDERS MFSA REF:
DISCUSSION PAPER ON INITIAL COIN OFFERINGS, VIRTUAL CURRENCIES AND RELATED SERVICE PROVIDERS MFSA REF: 08-2017 ISSUED: 30 NOVEMBER 2017 CLOSING DATE: 11 JANUARY 2018 THESE PROPOSALS ARE NOT BINDING AND
More informationBÖRSER. Spend it, trade it, Or just receive dividends
BÖRSER Spend it, trade it, Or just receive dividends INTRODUCTION Börser s concept wasn t created just to take advantage of the crypto boom, but instead it was created as a direct response to many existing
More informationCrypto & Forex. Three-Way concept for a profitable future! Whitepaper 1.0
Crypto & Forex Three-Way concept for a profitable future! Whitepaper 1.0 2 Corexcoin Table of Contents 1. Story of Corex 3 2. About Corex 3 3. Why should I invest? 4 4. Vision 4 5. CorexCoin 5 6. Roadmap
More informationHOUSE BILL NO. HB0070
0 STATE OF WYOMING LSO-00 HOUSE BILL NO. HB000 Open blockchain tokens-exemptions. Sponsored by: Representative(s) Lindholm, Brown, Clem, Harshman, Larsen, Miller and Olsen and Senator(s) Agar, Case, Driskill,
More informationF50 s 2018 VC Blockchain Report
F50 s 2018 VC Blockchain Report Proposed Table of Contents 1. 2. 3. 4. 5. Introduction to Blockchain a. current state of Blockchain industry Statistics/Facts Sheets Blockchain trend bullet points below)
More informationUNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933 Release No. 10543 / September 11, 2018 UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 84075 / September 11, 2018
More information