In 2020, pursuant to a request by the U.S. Securities and Exchange Commission (SEC) in SEC v. Telegram, Judge Castel of the Southern District of New York ordered a global preliminary injunction against the sale of a new cryptoasset. Although the order was issued prior to trial, the proposed...

Just months apart in 2020, two judges from the Southern District of New York wrote incredibly important opinions concerning the SEC’s approach to regulating the sales of cryptoassets. In both SEC v. Telegram and SEC v. Kik, the court concluded that the way in which a large, reputable social...

The Securities and Exchange Commission (SEC) seeks both to protect investors and to promote efficient capital formation, but in the context of cryptoassets these goals sometimes collide. The SEC vigorously reacts to fraudulent offerings of cryptoassets but has had to do so by forcing crypto into...

This Article suggests that, while the quot;check the boxquot; regulations will eliminate the need to comply with the complex corporate resemblance test in order to achieve partnership tax status for LLCs, a number of regulatory considerations will continue to be important in choosing the optimal...

This paper contains a number of terms important for understanding the developments that are taking place in the crypto community. Because change is happening so rapidly, it is extremely difficult to stay current on the terms, concepts and issues relevant to blockchain, cryptoassets, and the...

This article examines how cryptoassets such as equity tokens might change the nature of how companies and investors structure their relationships. Traditionally, corporate law theorists have argued about whether business organization law should allow for greater private ordering of relationships...

Despite the so-called “Crypto Winter” in the spring of 2022, which saw a deep plunge in global crypto markets, interest in the appropriate way to develop, use, and regulate cryptoassets and crypto-based businesses continues to be high. In the U.S., a Presidential Executive Order and multiple...

This Article looks at how the federal securities laws have been applied to cryptoassets and transactions involving cryptoassets in general, and then turns to a more detailed analysis of Coinbase’s proposed (and now abandoned) crypto lending program and BlockFi’s BIA program. Part one of the...