Private companies in the gig economy like Uber and Airbnb would love to issue compensatory equity to their 
platform participants, just like they’re able to do with their employees. The problem is that the exemption from registration for compensatory issuances only covers issuances to employees and consultants of the issuer. Last July, however, the Securities
SEC Expands Eligibility for Scaled Disclosure; Signals Possible Auditor Attestation Relief
On June 28, 2018, the Securities and Exchange Commission issued a release amending the definition of “smaller reporting company” (“SRC”) to expand the number of reporting companies eligible for relaxed or scaled disclosure. The change is estimated to benefit nearly 1,000 additional small public companies currently outside the SRC definition. But equally noteworthy in the
Can a Digital Token Evolve? Head of Corp Fin Says “Yes”, if Network Becomes Decentralized
“Can a digital asset that was originally offered in a securities offering ever be later sold in a manner that does not constitute an offering of a security?”
Such was the question posed by William Hinman, Director of the Securities and Exchange Commission’s Division of Corporation Finance, in his speech at the Yahoo Finance All
First S-1 Filing for an ICO: Going Legit or Just a Crypto Head Fake?
Initial coin offerings so far have gone through two major phases in their brief lifespan. The initial phase flew under the regulatory radar in an explosion of deals that raised billions of dollars seemingly overnight and without either registering the offerings with the SEC or complying with an exemption from registration. The ICO atmosphere changed
Hand it Over: SAFT-Based ICOs Challenged by SEC Subpoenas
The Wall Street Journal ominously reported on February 28 that the Securities and Exchange Commission recently issued dozens of subpoenas to initial coin offering issuers and their advisors demanding information about the structure of their ICOs. Although the Commission has yet to 
officially acknowledge them, the subpoenas are consistent with a series of SEC enforcement
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
The JOBS Act at Five: Congressional Hearing Highlights Need for Further Reform
On March 22, the Subcommittee on Capital Markets, Securities, and Investment of the Financial Services Committee conducted a hearing entitled “The JOBS Act at Five: Examining Its Impact and Ensuring the Competitiveness of the U.S. Capital Markets”, focusing on the impact of the JOBS Act on the U.S. capital markets and its effect on capital
House Passes Watered Down “Fix Crowdfunding Act”
On July 5, the House of Representatives passed a watered down version of the Fix Crowdfunding Act (the “FCA”) that was initially introduced in March. The bill seeks to amend Title III of the JOBS Act by expressly permitting “crowdfunding vehicles” and broadening the SEC registration exclusion, but leaves out three important reforms that were
Fix Crowdfunding Act Would Cure Title III Crowdfunding Ills
Beginning on May 16, issuers for the first time will be able to offer and sell securities online to anyone, not just accredited investors, without
registering with the SEC. The potential here is breathtaking. Some $30 trillion dollars are said to be stashed away in long-term investment accounts of non-accredited investors; if only 1% of
Working the Crowd: A Primer for Funding Portals
One of the key investor protections of Regulation Crowdfunding under JOBS Act Title III is the
requirement that offerings must be conducted exclusively through a single platform operated by a registered broker-dealer or a new type of SEC registrant, a funding portal. Although SEC registration for funding portals began January 29, 2016, intermediaries (funding portals