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Stradling

Corporate Law

  • December 2018

    A Federal Judge Just Chin-checked the SEC. Here’s What It Means.

    San Diego-based Amit Singh, a shareholder in the firm's corporate and securities and emerging growth practice groups, was interviewed by BlockTelegraph regarding the SEC’s first ever loss in an ICO case. The article, “A Federal Judge Just Chin-checked the SEC. Here’s What It Means.” covers the case in which a federal judge denied the SEC a preliminary injunction against Blockvest LLC after previously granting a temporary restraining order on the same issue.
  • November 2018

    Capital Formation Deal Elusive as Senators Race Against Clock

    San Diego-based Amit Singh, a shareholder in the firm’s M&A and Emerging Growth practice groups, was quoted in the article, “Capital Formation Deal Elusive as Senators Race Against Clock,” published by Bloomberg Law – Securities Law News on November 30. The article covered the bipartisan package of capital formation bills, also known as the Jobs Act 3.0, that passed the House in July and is trying to make its way to the Senate floor.
  • November 2018

    ICO Mania Cools Amid Regulatory Crackdown, Crypto Plunge

    San Diego-based Amit Singh, a shareholder in the firm’s M&A and Emerging Growth practice groups, was quoted in the article, “ICO Mania Cools Amid Regulatory Crackdown, Crypto Plunge,” published by Law360 on November 30. The article covered the recent decline in ICO offerings and fundraising coinciding with increased regulatory scrutiny by the SEC, which penalized two issuers for unregistered ICOs earlier this month.
  • November 2018

    California To Require Security Features For IoT Devices

    California Gov. Jerry Brown recently signed cyber security legislation that requires manufacturers of internet connected devices (IoT) to equip these devices with reasonable security features. California broke new ground with the legislation, becoming the first state in the country to regulate Internet connected devices.
  • August 2018

    Ryan Wilkins Discusses IPO Roadshows With Law360

    Newport Beach-based Ryan Wilkins, a shareholder in Strading’s Corporate and Securities practice group was quoted in the Law360 article, “5 Keys to a Successful IPO Roadshow."
  • August 2018

    The Up-C IPO: Strange Name, Bankable Structure

    Ryan Gaglio, a shareholder in Stradling's corporate and tax practice groups, and Parker Schweich, a shareholder in the firm's corporate and securities practice groups, co-authored an article, "The UP-C IPO: Strange name, Bankable structure," for the Orange County Business Journal, that ran in its August 20th issue.
  • May 2018

    Amit Singh Quoted in Law360 Article Regarding ICOs

    San Diego-based Amit Singh, a shareholder in Stradling's Corporate and Securities practice group, was quoted in an article published in Law360, “Securities Attys Challenged By New Role As ICO Gatekeepers.” The article discussed how the SEC believes attorneys are meant to be “ICO gatekeepers” and should be held accountable for the advice they give to their clients in determining if their ICO should be registered with the SEC or not.
  • March 2018

    The Topsy-Turvey World of Post-Tax Cuts and Jobs Act Planning

    Ryan Gaglio, a shareholder in Stradling's Corporate and Tax practice groups, authored an article, “The Topsy-Turvy World of Post-Tax Cuts and Jobs Act Planning”, published in the Orange County Business Journal on March 5th. The article explains why the TCJA led to the increasingly popularity of C corporations over S corporations and partnerships.
  • February 2018

    Crowdfund Insider Interviews Amit Singh Regarding Year End Equity Crowdfunding Report

    San Diego-based shareholder Amit Singh was interviewed by Crowdfund Insider about his Year End Equity Crowdfunding Report and asked his reasons for compiling the report, if his results were what he expected them to be and what needs to be done to boost Regulation CF activity.
  • February 2018

    A Year End Look at Equity Crowdfunding in the US: 2017

    In recent years, crowdfunding websites have become a popular way for people to solicit charitable contributions to raise money for projects. Now, companies can use crowdfunding for a whole new purpose: to offer and sell securities to the investing public. While the regulations were adopted in 2015, offerings under these rules gained significant traction in 2017. This report gives a comprehensive year end look at the equity crowdfunding that took place during 2017 in the United States.
  • December 2017

    SEC Chair Issues Cautionary Statement About ICOs

    Securities and Exchange Commission Chairman Jay Clayton issued a statement this week cautioning investors and market professionals about the use of initial coin offerings (ICOs) to raise capital. The statement, the latest communication from the SEC about the burgeoning ICO market, suggests there is no bright line test for determining whether a token sale runs afoul of federal securities laws and cases will continue to be evaluated on their specific circumstances.
  • November 2017

    Four Items Every Startup Should Consider When Engaging a Startup Lawyer

    A few of the exciting, yet unfortunate, realities of every startup are that the company does not know if it will succeed, the startup is typically built on an innovative but unproven idea or product that needs to be cultivated and ultimately brought to market, which can take years, and the founders usually bootstrap operations until receiving outside funding. With that comes the desire to keep costs low, minimize expenses and operate lean until funding is imminent, which often results in a startup not engaging an attorney for months or even years.
  • October 2017

    New California Law Will Prevent Employers From Asking Applicant's Salary History

    On Oct. 12, 2017, Governor Jerry Brown signed AB 168, prohibiting California employers from asking job applicants about their salary history. The law, which takes effect in January 2018, is the latest effort from state law makers to combat pay discrimination through local legislation.
  • October 2017

    Report Finds Just 1 In 10 ICO Tokens In Use After Sale

    The market for initial coin offerings has been red-hot this year, as more startups look to raise capital by selling virtual tokens. But one report reveals few of the tokens remain in use after the fundraising.
  • October 2017

    What Should Be The Interest Rate On A Convertible Note (AKA Bridge Note)?

    Convertible notes are structured as loans that to the company that convert into equity at a later point in time. The note is similar to a promissory note for any other kind of loan, with similar terms including interest and a maturity date (note that these two terms are the key differentiators between convertible notes and SAFES).
  • October 2017

    SEC Publishes CDIs On Rules 147, 503, 504 and Reg A

    The Securities and Exchange Commission’s Division of Corporate Finance (Corp Fin) recently published its interpretation of various rules under the Securities Act with new Compliance and Disclosure Interpretations (CDIs). The CDIs reflect updates for the amendments to Rule 147, as well as Rules 503 and 504 of Regulation D. There were also a few CDIs related to Regulation A.
  • September 2017

    A First Look At Equity Crowdfunding in the US: Q1 & Q2 2017

    In recent years, crowdfunding websites have become a popular way for people to solicit charitable contributions to raise money for projects. Now, companies can use crowdfunding for a whole new purpose: to offer and sell securities to the investing public. This report gives a first look at the equity crowdfunding that took place during the first two quarters of 2017 in the United States.

  • September 2017

    What Happens To A Trademark Licensee When The Licensor Is In Bankruptcy?

    When a business licenses a trademark, lawyers often warn that if the licensor files for bankruptcy, the licensee could be left without a right to use the mark. This was based on long-standing case law that held a debtor-licensor’s rejection of an IP licensing agreement cuts off the licensee’s right to use the IP. But recent appeals court decisions suggest licensees may be better protected than previously thought.
  • September 2017

    SEC Warns Investors About Dangers of SAFEs

    Earlier this month, the SEC’s Office of Investor Education and Advocacy issued an Investor Bulletin entitled “Investor Bulletin: Be Cautious of SAFEs in Crowdfunding.” The bulletin was meant to warn and educate retail investors – an individual investor who buys and sells securities for their personal account – about the dangers of investing in startups through a Simple Agreement for Future Equity (SAFE).
  • September 2017

    SEC Finds Securities Laws Apply To Some Initial Coin Offerings

    Businesses are increasingly using Initial Coin Offerings to raise capital – and the U.S. Securities and Exchange Commission has taken an interest. The commission recently issued a report concluding the coins offered in a high-profile ICO last year were in fact securities. The report serves as a warning to those using distributed ledger or blockchain technology to facilitate the raising of capital about the need to comply with securities laws.