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SEC Qualifies First Token Offerings Under Regulation A

USA - July 18 2019 On July 10 and July 11, 2019, the US Securities and Exchange Commission (the SEC) qualified the Regulation A token offerings of Blockstack PBC and...

Nancy Wojtas, Karen Ubell, Kenneth Juster, Katherine Snow, Rodrigo Seira.

SEC Releases Long-Awaited ‘Plain English’ Guidance for Digital Assets and Investment Contract Analysis

USA - April 4 2019 On April 3, the SEC Division of Corporation Finance released a No Action Letter and a suggested framework for applying the investment contract...

Nancy Wojtas, Patrick Gibbs, Luke Cadigan, Tali Sealman, Karen Ubell.

The Massachusetts Securities Division and Its Recent ICO Actions

USA - April 26 2018 On March 27, 2018, Massachusetts' top securities regulator - the Massachusetts Securities Division (the Division) - propelled itself to the forefront...

Nancy Wojtas, Patrick Gibbs, Luke Cadigan.

The Art of Drafting Milestones for an Earn-Out

USA - October 26 2017 Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a...

Jamie Leigh, Craig Menden, Mutya Harsch, Steven Tonsfeldt, Rama Padmanabhan, Barbara L. Borden.

Chicago Bridge Reversal Reiterates Need for Consistent Accounting in Working Capital True-Up

USA - July 14 2017 The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial...

Jamie Leigh, Craig Menden, Mutya Harsch, Steven Tonsfeldt, Barbara L. Borden.