Now more than ever, technology is influencing the way we do business, communicate, move through and around the world, access and manage our homes, receive and administer healthcare, make purchases, secure information, and protect our most valuable property. Morrison Foerster keeps pace with this rapidly evolving landscape across our internationally recognized corporate, finance, intellectual property, and litigation practices. MoFo Tech brings together our insights relating to fields such as blockchain and distributed ledger, cloud and as-a-service technologies, driverless cars, drones, fintech, computer hardware and software, the Internet of Things, semiconductors, and telecommunications. The MoFo Tech blog offers real-time, in-depth analyses of the trends and complex issues shaping the global technology industry.<h2>ABOUT MORRISON FOERSTER</h2>Morrison Foerster is a leading global law firm that transforms complexity into advantage for its clients. Our clients include some of the largest financial institutions, banks, consulting and accounting firms, and Fortune 100, technology, and life sciences companies. Highlighting the firm’s commitment to client service, leadership in market-changing deals and impact litigation, and values-based culture, Morrison Foerster has been repeatedly recognized as one of the top 10 firms on The American Lawyer’s A-List. Year after year, the firm receives significant recognition from Chambers and The Legal 500 across their various guides, including Global, USA, Asia‑Pacific, Europe, UK, Latin America, and FinTech Legal. Our lawyers passionately care about delivering legal excellence while living our values. Morrison Foerster has a long-standing commitment to creating a culture that respects and celebrates differences, while providing an inclusive environment. The firm has achieved Mansfield Certification Plus since 2018 as a result of successfully reaching at least 30 percent women, communities of color, and LGBTQ+ lawyer representation in a notable number of current leadership roles and committees. The firm also has a long history of commitment to the community and society through providing pro bono legal services, including litigating for civil rights and civil liberties, improving public education and fostering the wellbeing of children, advocating for veterans, promoting international human rights, enforcing the right to asylum, and safeguarding the environment.

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Scott Llewellyn’s practice focuses on complex litigation in federal and state courts around the country, with an emphasis on patent and trade secret disputes. Over the past decade, he has worked on some of the most significant, high–profile IP cases involving technology for televisions, smartphones, and self–driving cars, relying on 40 years of experience with computer hardware and software. Scott also has significant experience with business divorce cases before courts and arbitrators, involving a mix of trade secret, patent, tort, and contract claims relating to technology development and implementation.Scott also has successfully tried general commercial arbitration and agency matters, briefed and argued various appeals in federal appellate court, and tried more than 20 cases for the Denver City Attorney’s office, most of them jury trials.Scott also has an active pro bono practice, having worked on a variety of criminal and immigration appeals, and having represented Colorado criminal defense and mental health organizations in high–profile suits against the state of Colorado for violations of the constitutional rights of defendants.At MoFo, Scott serves on the board of the Morrison & Foerster Foundation. In the broader legal community, he serves on the boards of the Colorado Lawyers Committee and Drop in the Bucket (a charity that builds wells and sanitation systems in sub–Saharan Africa).After law school, Scott clerked for the Honorable Clarence A. Brimmer, District of Wyoming, and the Honorable Diarmuid F. O’Scannlain, Ninth Circuit. He was also previously an adjunct professor at the Georgetown University Law Center.

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Partner

Scott Llewellyn’s practice involves complex litigation before state and federal courts around the country, with an emphasis on patent and trade secret disputes for high-tech companies, to which he brings more than 35 years of experience with computer hardware and software, in particular relating to the processing and transmission of audio, video, voice, and other types of data. Mr. Llewellyn has also tried commercial arbitration and agency matters; briefed and argued various appeals in federal appellate court; and tried more than 20 cases for the Denver city attorney’s office, most of them jury trials.

Scott F. Llewellyn

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MoFo Tech brings together legal insights and in-depth analyses on trends and complex issues shaping the global technology industry, covering fields such as blockchain and distributed ledger, cloud and SaaS technologies, driverless cars, drones, FinTech, computer hardware and software, the IoT, semiconductors, and telecommunications.

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Provides insights and reports on the most current class actions lawsuits and product liability issues that affect consumer-facing companies.

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News and thought leadership from lawyers who are adding value to the legal profession and the communities we call home.

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MoFo Tech brings together legal insights and in-depth analyses on trends and complex issues shaping the global technology industry, covering fields such as blockchain and distributed ledger, cloud and SaaS technologies, driverless cars, drones, FinTech, computer hardware and software, the IoT, semiconductors, and telecommunications.

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At the Intersection of Technology, Law, and Business

At the Intersection of Technology, Law, and Business

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Current State of the AI VC Financing Market

MoFo Tech Law Summit – Tech and Antitrust: Policy Shifts in the Second Trump Administration

MoFo Tech Law Summit – Responsible Tech: Policy Becomes Practice

AI Dynamics: Regulatory Landscape and Industry Insights

Introducing the MoFo Tech Law Summit – Innovation Under Regulation

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Until yesterday, the enforcement actions of the U.S. Securities and Exchange Commission (SEC) in the digital token space have primarily focused on the primary issuances of tokens. However, on November 8, 2018, the SEC announced in an order (the “Order”) that it had settled charges against Zachary Coburn, the founder of the digital token exchange EtherDelta, marking the first time that the SEC has brought an enforcement action against an online digital token platform for operating as an unregistered national securities exchange.Read our <a href="https://protect-us.mimecast.com/s/alqKC1wBEMsXVD0ghpmCdI">client alert</a>.

Marrone Bio Innovations' Acquisition by Bioceres Crop Solutions Corp

Temasek’s Joint Venture with Bayer

SoftBank Group and SoftBank Vision Fund’s Investment Transactions

Temasek's Investment in Verily Life Sciences and Agtech Space

Intel's Investment in Cloudera

Visa's Strategic Investments in the Fintech Space

Marrone Bio Innovations’ Public Offerings

Ekso Bionics Holdings, Inc.’s Stock and Warrant Financings

Temasek's Investment in Coherus, Inc.

Catalyst Biosciences, Inc. IPO/Reverse Merger and Public Offerings

RH's Public Offerings

InvenSense's Public Offerings

At-the-Market Programs

Marrone Bio Innovation’s Acquisition of Pro Farm and Jet-Ag

SoftBank's Acquisition of Sprint

Novellus' Merger with Lam Research

Shutterfly's Acquisition of Tiny Prints

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Alfredo Silva is a partner in the Transactions Department, co-chair of the firm's Social Enterprise and Impact Investing Group, and a member of the ESG Strategy Committee.

Alfredo B. D. Silva

Alfredo Silva is co-chair of the firms Social Enterprise + Impact Investing practice and member of the firm’s Pro Bono Committee. He represents public and private companies and investors in a broad range of corporate and securities law matters, as well as nonprofit organizations on entity formation, fiduciary issues, and structuring.

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First SEC Enforcement Action Against Unregistered Digital Token Exchange

Do You Want to Launch an ICO? Please, Listen to the SEC

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Until yesterday, the enforcement actions of the U.S. Securities and Exchange Commission (SEC) in the digital token space have primarily focused on the primary i

First SEC Enforcement Action Against Unregistered Digital Token Exchange

Updates to the Y Combinator SAFE formsJoin Morrison & Foerster partner John Rafferty and associate Kate Tyler for a free webinar to discuss the recent changes to the Y Combinator forms of Simple Agreement for Future Equity (SAFE) and how those changes impact a startup’s fundraising efforts when using SAFEs.Topics covered in this session will include:<ul><li>How do the changes to the forms impact the way founders calculate the amount of equity in a company being sold to SAFE investors? </li><li>How do the changes to the forms impact dilution to founders and existing equity holders? </li><li>What do founders need to know to correctly model this on a pro forma capitalization table? </li><li>What do founders need to know about the changes to the SAFE pro rata rights provisions?</li></ul>Founders and investors contemplating purchasing a SAFE from a startup will find this webinar most useful.Registration details to follow.

ThreatMetrix, Inc.

BestReviews, Inc.

Viator, Inc.

Streetline, Inc.

Urban Remedy, Inc.

Innova Dynamics, Inc.

Sonora Mills d/b/a popchips

Temasek

RE/MAX Holdings, Inc.

LLC International, Inc.

Nanogen, Inc.

Campari Group

Ancestry.com, Inc.

Sega Corporation

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John Rafferty focuses his practice on representing emerging growth companies in a broad range of corporate and securities law matters. John's practice includes private financings, public financings, mergers, tender offers, and strategic and financial investments.

John Rafferty

John M. Rafferty

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Save the Date for a MoFo Webinar: Updates to the Y Combinator SAFE Forms

UK Regulations: Urgent Action Required from Loan-Based Crowdfunding Platforms

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Updates to the Y Combinator SAFE forms
Join Morrison & Foerster partner John Rafferty and associate Kate Tyler for a free webinar to discuss the recent changes 

Save the Date for a MoFo Webinar: Updates to the Y Combinator SAFE Forms

Two key federal government announcements were made on July 31, 2018 related to fintech issues. First, the U.S. Department of the Treasury issued a press release announcing a report entitled “Nonbank Financials, Fintech, and Innovation.” The Report is the fourth and final in a series of reports prepared by Treasury in response to President Trump’s February 2017 Executive Order 13772. In addition, the Office of the Comptroller of the Currency announced that it would begin accepting applications for special purpose national bank charters from fintech companies that are engaged in the business of banking, but do not take deposits. This alert reviews these important developments.Read our <a href="https://protect-us.mimecast.com/s/-RC7CVO0oWIZlQX3typ6xo">client alert</a>.

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Co-Chair of Financial Services Group

Jeremy Mandell is the co-chair of our Financial Services Practice Group. His practice focuses on financial services regulation, with particular attention to payment

Jeremy R. Mandell

Jeremy Mandell

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Treasury and the OCC Make Significant Fintech Announcements

Why Should Your Startup Care About Intellectual Property?

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Two key federal government announcements were made on July 31, 2018 related to fintech issues. First, the U.S. Department of the Treasury issued a press release

Treasury and the OCC Make Significant Fintech Announcements

Originally, there were no foreign ownership limits for a non-bank company to act as an e-Wallet provider, e-Money issuer or fund transfer operator, leading to an influx in applications from foreign owned providers in Indonesia.On 7 May 2018, Bank Indonesia (“BI”) published a new Regulation on Electronic Money (Regulation No. 20/6/PBI/2018), limiting foreign investments in the payment sector to 49% direct or indirect ownership of the licensed entity.This client alert was first published in April and has been updated to reflect the impact of such new regulations on electronic money in Indonesia.Find out more in our <a href="https://protect-us.mimecast.com/s/XWiGCxk78yUzgLmnsYLO_t">client alert</a>.

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Payments and Lending: Trends to Convergence in the Indonesian FinTech Industry

Paying Employees in Cryptocurrency: Is That Lawful? 

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Originally, there were no foreign ownership limits for a non-bank company to act as an e-Wallet provider, e-Money issuer or fund transfer operator, leading to a

Payments and Lending: Trends to Convergence in the Indonesian FinTech Industry

Many in the blockchain and cryptocurrency community were in a celebratory mood on June 14, 2018, following a landmark speech given by William Hinman, Director for the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”). Director Hinman’s remarks addressed, head on, a key question that has long been vexing market participants and their lawyers—namely, whether present-day sales of Ether, the native token of the Ethereum blockchain, are sales of investment contracts and, hence, securities. Perhaps even more significant, however, was the analysis behind Director Hinman’s views on Ether—that the characteristics that cause a token to be classified as a security can change so that the same token, or one issued at a later time, may be reclassified as a non-security.Director Hinman’s speech is significant in many ways. Key takeaways include:1.      Using Bitcoin and Ether as primary examples, Director Hinman clarified that tokens that are initially classified as securities can later be viewed as non-securities under certain circumstances.2.      The speech emphasized the importance of decentralization as a factor that is relevant not just to the U.S. federal securities law analysis, but also to the degree and necessity of ongoing disclosure requirements.3.      As the SEC staff has stated before, an issuer cannot simply label a token as a “utility token” in an attempt to avoid the applicability of U.S. federal securities laws.4.      Consistent with prior guidance, sales of tokens for capital raising purposes will likely continue to be deemed securities offerings.5.      There is certainly no one-size-fits-all structure or bright-line test for determining when a token is, is not, or ceases to be a security. 6.      Director Hinman signaled that the SEC staff intends to provide assistance and guidance to token sellers on the proper characterization of the sale of digital assets.Read our <a href="https://protect-us.mimecast.com/s/CIUQC4xYV2fqlP1VcBBcaf">client alert</a>.

KISS

U.S. Silica Holdings, Inc.

Ascendent Capital Partners

Astellas 

Qatalyst Partners/Multiple Transactions

Southwest Gas

Axalta

Winterhawks Sports Group

Vimian Group AB/Multiple Transactions

Fidelio Capital/Multiple Transactions

Odevo AB/Multiple Transactions

Verdane

Aegis Ventures

Evercore Partners/Multiple Transactions

Ducera Securities/Multiple Transactions

Exantas Capital Corp.

Vonage/Multiple Transactions

Whitestone REIT/Multiple Matters

DaVita/Multiple Transactions

Inovalon/Multiple Transactions

DST Systems/Multiple Transactions

Banc of California/Proxy Contest Defense

Rao’s Specialty Foods/Advent International

TMI Hospitality/Starwood Capital Group

Kajima/IDI

Terumo/CaridianBCT

AmREIT/Takeover Defense

American Pacific/Proxy Contest Defense

NTT Data/Multiple Transactions

GMAC LLC/Transformative Transactions

HLTH Corporation/Multiple Transactions

Jean Coutu Group/Eckerd and Brooks

Global Co-Chair of M&A Practice

Spencer Klein

The Journey from Security to Non-Security: SEC Director Comments on Mutability of Token Treatment