Larry E. Bergmann attorney profile image
Practice Areas
  • J.D., Boston College Law School
  • B.S., Massachusetts Institute of Technology
  • District of Columbia
  • Massachusetts (Inactive)

Larry E. Bergmann
C: (202) 480-7222
1001 G Street, N.W.
Seventh Floor
Washington, DC 20001
T: (202) 661-7032
F: (202) 661-7059


  • Surprise: SEC Opens the Sandbox
    (Co-authored with Matthew B. Comstock)
    Blockchain Law Center | (10/31/2019)

    The staff of the SEC’s Division of Trading and Markets has issued a no-action letter that permits Paxos Trust Company, LLC (“Paxos”) to operate a limited type of blockchain-based clearing agency.  Although the no-action letter places tight limits on who and what can clear and settle securities transactions through the Paxos system, and how that settlement has to occur, this is the first time the SEC has allowed market participants to operate in regulatory sandbox.

  • SEC Staff Issues Second Utility Token No-Action Letter
    (Co-authored with Matthew B. Comstock, Macauley B. Venora)

    The staff of the Division of Corporation Finance issued the second no-action letter permitting an unregistered token offering and sale for use on a functional platform.

  • Tenth Circuit Extends SEC’s Geographic Reach. Just How Far Is Uncertain.
    (Co-authored with James K. Goldfarb, Stephen J. Crimmins, Daniel T. Brown)

    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.

  • SEC Divisions' Statement on Digital Assets
    (Co-authored with Matthew B. Comstock, Maxwell T.S. Thompson)

    This article discusses the statement of the SEC's Divsions of Corporation Finance, Investment Managementa and Trading and Markets relating regulatory approaches to digital assets.  We discuss in particular the path to compliance for entities that issued securities in a manner that did not comply with the registration requirements of the federal securities laws.

  • Larry E. Bergmann attorney profile image

    Whether digital assets are securities under Federal securities law or something other than a security, and therefore outside those provisions, is a pressing question.  On June 14, 2018, William Hinman, the Director of the Division of Corporation Finance at the Securities and Exchange Commission, provided valuable insights about current staff thinking and offered future guidance for market participants.  However, parsing the analysis in respect of a particular digital asset remains a daunting task.

  • Larry E. Bergmann attorney profile image

    This article addresses the problem of how to separate capital-raising securities from utility tokens.  The proposed solution is to use the basic SAFT model, but add a mechanism that extinguishes the capital-raising securities and results in the distribution only of utility tokens.