A recent report on the state of Regulation Crowdfunding published by a major crowdfunding advisory firm is cause for both celebration and renewed reform efforts. The $100 million aggregate funding milestone and the prorated year over year growth data indicate that the market, while still in its infancy, is growing at a nice pace. Nevertheless,
Massachusetts’ First ICO Enforcement Action Offers Important Lessons for Offshore ICOs
Last month, Secretary of the Commonwealth of Massachusetts William Galvin made good on his promise to conduct an exam sweep of ICOs in Massachusetts. On January 17, the Enforcement Section of the Massachusetts Securities Division brought its first ICO related enforcement action, an administrative complaint against a company called Caviar and its founder Kirill Bensonoff
Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans
What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders, the awards will generally be protected by the business judgment rule and judges will not second guess them. Or will
Company Abandons ICO, Agrees to Cease-and-Desist; SEC Chairman Issues ICO Warning
December 11, 2017 was a day of reckoning for entrepreneurs conducting or contemplating initial coin offerings, and for securities professionals who advise them. First, a company selling digital tokens to investors to raise capital for its blockchain-based food review service abandoned its initial coin offering after being “contacted” by the Securities and Exchange Commission, and
Is a Utility Token ICO a Sale of Securities?
Bloomberg reported on October 16 that over $3 billion dollars have been raised in over 200 initial coin offerings so far this year. It remains to be seen whether the pace of ICOs will slow down in the face of regulatory headwinds such as the 
outright ICO bans in China and South Korea. Here
What Can’t be Cured, Must be Endured: Delaware Limits Defective Corporate Act Ratification
A recent Delaware Chancery Court decision provides important guidance on what types of defective corporate acts may be ratified under Section 204 of the Delaware General Corporation Law (the “DGCL”), and what types may not. Paul Nguyen v. View, Inc. also underscores the importance of focusing on whether to opt out of the class vote
Cornell Tech Dedicates New Roosevelt Island Campus
Cornell Tech celebrated a historic milestone today with the dedication of its new campus on Roosevelt Island in New York City. A collaboration of Cornell University (yes, my law school) and The 
Technion – Israel Institute of Technology, the 12 acre applied science and engineering campus is one of the most significant additions to the
Unchained: Delaware Authorizes Blockchain Technology for Corporate Records
On August 1, 2017, Delaware became the first state to allow corporations to 
record issuances, transfers and ownership of stock using blockchain technology. Amendments to the Delaware General Corporation Law authorizing blockchain stock ledgers were passed by the Delaware State Senate and House of Representatives in June, signed by Governor John C. Carney Jr. in
SEC Provides Initial Coin Offering Guidance
On July 25, 2017, the SEC’s Division of Enforcement issued a Report of Investigation 
(the “Report”) that concluded that the tokens issued in an initial coin offering (“ICO”) by a decentralized autonomous organization called “The DAO” were “securities” and that the ICO itself should either have been registered with the SEC under the Securities Act
Do Private Company M&A Intermediaries Need to Register with the SEC as Broker-Dealers?
Since 2014, many private company mergers and acquisitions intermediaries have 
chosen not to register as broker-dealers. That’s because a 2014 SEC no-action letter took the position that intermediaries that limited their activities to representing private companies in M&A deals were not required to register with the SEC as broker-dealers. But as a no-action letter, the