- Audit, Accounting & Financial Reporting
- FinTech & Blockchain
- Private Funds Advisory & Enforcement Defense
- Securities & Complex Commercial Litigation
- J.D. and LL.M., International and Comparative Law, Duke University School of Law, 1999
- M.Sc., International Relations, London School of Economics, 1997
- A.B., History, magna cum laude, Phi Beta Kappa, Washington University, 1992
- New York
- U.S. Court of Appeals, Second Circuit
- U.S. District Court, Eastern District of New York
- U.S. District Court, Southern District of New York
- U.S. Supreme Court
Our California Client Alert examines “The Pandemic - Legal Defenses to Contractual Nonperformance Under California Law.”
On the one year anniversary of the Supreme Court’s decision in Cyan Inc. v. Beaver County Employees Retirement Fund, James Goldfarb and Gaurav Talwar take a look at the impact the ruling has had on Securities Act class actions filed in state courts in this Expert Analysis article from Law360.
Four of our securities lawyers predict in this client alert that the SEC will scrutinize offshore activity more aggressively going forward following a recent ruling in the Tenth Circuit’s Court of Appeals.
A federal court sitting in New York and applying that state’s long-arm statute lacked personal jurisdiction over a U.S. company not based in New York. Accordingly, the court dismissed a breach of contract lawsuit brought against the company by an overseas consultant retained to assist with the company’s initial coin offering. See ICO Servs., Ltd. v. Coinme, Inc., No. 18-cv-4276, 2018 WL 6605854 (S.D.N.Y. Dec. 17, 2018) (Schofield, J.). The court held that the one-shot consulting agreement was not the type of on-going relationship courts consider in evaluating personal jurisdiction; and the alleged existence of New York-based customers, investors, and business activity had no alleged connection to the underlying dispute. Coinme illustrates – in the context of an ICO – contract-related activity that will and will not support personal jurisdiction in federal court.
A purchaser of tokens in an initial coin offering adequately alleged that the tokens are securities, a district court judge has held. See Solis v. Latium Network, Inc., No. 18-10255 (SDW) (D.N.J. Dec. 10, 2018). Accordingly, the court denied a motion to dismiss a putative class action alleging that a blockchain-based company and its co-founders violated Sections 12 and 15 of the Securities Act of 1933. The decision breaks no new ground, but adds to a growing body of district court decisions rejecting, at the pleading stage, the argument that tokens are not “securities” subject to the federal securities laws. The issue has not been addressed by a federal court of appeals or definitive guidance from U.S. regulators.
U.S. Securities and Exchange Commission Chairman Jay Clayton recently reminded us that corporate culture and the “tone from the top” remain important to regulators, even in this enforcement-lite environment. Speaking about financial firm culture before the New York Fed, Clayton predicted pain for firms whose cultural compass diverges from the commission’s.