COVID-19 induced declines in private and public company valuations have left many employee stock 
options “underwater” or “out-of-the-money”, i.e., exercise prices exceeding fair market value. This is a problem for employees and companies alike. Underwater options no longer serve their retention and incentivization objective, but nevertheless use up finite authorized shares and count against authorized
Shareholder Meetings in the Age of COVID-19
Among the many challenges companies are facing during the COVID-19 pandemic is how to conduct their shareholder meetings. Current 
social distancing requirements are effectively forcing companies to choose between postponing meetings and conducting them virtually. This requires careful attention to state executive orders, the relevant corporate statute, the company’s certificate of incorporation and by-laws, as
No Satisfaction: Absence of Affiliation Rule Waiver Leaves Most Venture-Backed Companies Ineligible for Paycheck Protection Plan Loans
Venture-backed companies did not receive the relief they had hoped for this past Friday, April 3rd, when the Small Business Administration (“SBA”) issued affiliation rule guidance on the Paycheck Protection Program (“PPP”) created under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The guidance largely affirms existing SBA regulations as they previously
COVID-19 SEC Filing Relief and Disclosure Guidance
Public companies stressing over how to meet filing deadlines during 
the COVID-19 crisis and what to say about the pandemic’s impact just received a filing reprieve and disclosure guidance from the SEC. The Securities and Exchange Commission issued an order on March 25, 2020 conditionally extending the deadlines for certain public company filings under the
Proposed Three-Year Digital Token Safe Harbor May Bridge Gap to Decentralization or Functionality
It’s not often that an SEC Commissioner quotes Bruce Springsteen – not once, but twice – in a 
speech on securities regulation. But SEC Commissioner Hester Peirce did just that in a February 6, 2020 speech in which she unveiled her novel proposal for a digital asset safe harbor. The proposal would create a three-year
Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors
The Securities and Exchange Commission is proposing to expand the definition of “accredited
investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated persons irrespective of income or wealth. The Commission’s main objective is to identify more effectively institutional and individual investors that have the knowledge and expertise
What to Make of SEC Leniency in Block.one ICO Settlement?
On September 30, 2019, the Securities and Exchange Commission announced that blockchain 
developer Block.one had agreed to pay a $24 million fine to settle charges that it had engaged in an unregistered offering of securities in violation of Section 5 of the Securities Act. The announcement set off a mini-firestorm of criticism in the crypto
Telegram TRO Sends Strong Message to Digital Token Issuers
On October 11, 2019, the Securities and Exchange Commission (the “Commission”) announced 
it filed a complaint and obtained a temporary restraining order against Telegram Group Inc. and its wholly-owned subsidiary TON Issuer Inc. (collectively, “Telegram”) relating to Telegram’s offering of tokens without registration in violation of the Federal securities laws. The action sends a strong
WeWork, SoftBank and Anti-Dilution Protection
The corporate spectacle better known as The We Company IPO officially and mercifully came
to an end September 30 when The We Company (“We Co.”), the corporate parent of WeWork, requested that the Securities and Exchange Commission consent to the withdrawal of We Co.’s registration statement because it “no longer wishes to conduct a public
First Qualified Regulation A Token Offering: Will “$2 Million Contribution to Crypto Industry” be Precedent Setting?
On July 10, 2019, the Securities and Exchange Commission 
declared Blockstack PBC’s offering statement “qualified”, thus allowing Blockstack to commence the distribution and sale of its Stacks Tokens under Regulation A. This is the first offering of digital tokens to be qualified by the Commission under Regulation A, a significant milestone for the blockchain industry