On April 3, 2019, the Strategic Hub for Innovation and Financial Technology of the U.S. Securities and Exchange Commission (“SEC”) published two pieces of guidance on when a blockchain-enabled digital asset will, or will not, be considered a security.
The first piece of guidance (the “TKJ No-Action Letter”) was a no-action letter issued by the SEC’s Division of Corporation Finance in response to a request from TurnKey Jet, Inc., a Florida-based air carrier and air taxi operator. The TKJ No-Action Letter represents the first time that the SEC staff has indicated that it would not recommend enforcement action to the SEC if, in reliance on counsel’s opinion that the digital assets are not securities, the subject entity offers and sells securities without registration under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended.
The second piece of guidance came in the form of a “Framework for ‘Investment Contract’ Analysis of Digital Assets” that is intended to serve as “an analytical tool to help market participants assess whether the federal securities laws apply to the offer, sale, or resale of a particular digital asset.”
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Susan I. Gault-Brown
Susan serves as chair of the firm’s Investment Management Group and co-chair of the firm’s Blockchain + Smart Contracts Group.
Susan advises participants in the investment management, FinTech, and financial services industries—including investment advisers, exempt reporting advisers, registered funds, private funds, broker-dealers, funding portals, commodity trading advisors, commodity pool operators, FinTech companies, and blockchain and cryptocurrency companies—on regulatory, transactional, and counseling matters involving the securities More ›
F. Dario de Martino
Dario de Martino is a partner in the Corporate Department of Morrison & Foerster’s New York office, and serves as the Co-Chair of MoFo’s Blockchain + Smart Contracts Group.
Dario’s practice focuses on domestic and cross-border corporate transactions, principally in connection with public and private mergers and acquisitions, joint ventures, private equity transactions, and corporate governance matters.
He represents a broad array of U.S.-based and global More ›
Alfredo B. D. Silva
Alfredo B. D. Silva represents public and private technology companies and strategic and financial investors in a broad range of capital markets transactions, early- and late-stage financings, and corporate governance matters in a variety of industries, including Life Sciences, Health Tech, FinTech, and SaaS. More ›
Mara Elyse Goodman
Mara Goodman is an associate in the New York office of Morrison & Foerster and a member of the firm’s Corporate Department.
Ms. Goodman’s practice focuses on corporate transactions including complex mergers and acquisitions. She has advised on matters in a range of industries, including healthcare and life sciences, and technology. She is also a member of MoFo's Blockchain + Smart Contracts Group.
Ms. Goodman earned More ›
Dylan Kelsey Naughton
Dylan Naughton is an associate in Morrison & Foerster’s Corporate Department.
Her practice focuses on representing private and public companies in a variety of corporate and securities transactions. Ms. Naughton advises issuers, large financial institutions, investment banks, investment companies, real estate investment trusts, and sponsors in connection with debt and equity offerings, follow-on offerings, investment grade and high-yield debt offerings, at-the-market and medium-term note programs, More ›