- J.D., Boston College Law School
- B.S., Massachusetts Institute of Technology
- District of Columbia
- Massachusetts (Inactive)
United States Senate Acts to Address Concerns About Audit Integrity of Foreign Issuers Trading on United States Markets – With a Focus on Chinese Companies.
On April 9, the Securities and Exchange Commission acted on its proposal published in 2016 and adopted rules that are designed to simplify the scope of “covered clearing agency” in Rule 17Ad-22(a) under the Securities Exchange Act of 1934.
The author examines the decisions in SEC v. Telegram and how they may impact digital token issuers’ use of the Simple Agreement for Future Tokens model for distributing tokens.
The Southern District of New York has issued two main rulings in SEC v. Telegram—that the offer and sale of Telegram’s cryptocurrency (Grams) involved a "scheme" to distribute securities subject to 1933 Act registration requirements, and that the Court’s preliminary injunction regarding sales or resales of Grams applies to both U.S. and non-U.S. purchasers. Murphy & McGonigle’s Larry Bergmann examines both rulings and weighs the impact they might have on future issuances of digital tokens. Among other things, Bergmann believes that the decisions will make it more difficult for digital token issuers to argue that securities sold to raise capital can be transformed at a later date into "utility" digital assets that are not securities. He also raises the question of whether improvements can be made to an operational cryptocurrency platform to enhance the value of that platform’s tokens.
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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.
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.
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.