Liquid Staking and U.S. Securities Law: What the August 2025 SEC Guidance Means
On August 5, 2025, the SEC’s Division of Corporation Finance issued a staff statement on liquid staking. In short: when structured in a limited, “receipt-style” way, liquid staking activities and the issuance/trading of the receipt tokens are not, by themselves, offers or sales of “securities” that must be registered—unless the setup involves an investment contract […]
A Deep Dive Into Regulation D and Its Strategic Use For Startups
Regulation D is a critical framework under the U.S. Securities Act of 1933 that allows issuers to raise capital through the sale of securities without registering the offering with the Securities and Exchange Commission (SEC). It does so by providing “safe harbor” exemptions—essentially clearly defined conditions under which an issuer can be confident that its […]
Genius Act: A Turning Point For U.S. Stablecoin Regulation
On June 17, 2025, the U.S. Senate passed the Guiding and Establishing National Innovation for U.S. Stablecoins Act—better known as the GENIUS Act—marking a watershed moment in the legal treatment of digital assets. With strong bipartisan support, the bill lays the foundation for the first comprehensive federal regulatory regime governing the issuance and operation of […]
SEC 2025 Report on Private Capital Markets Ownership Concentration and Access to Funding
On May 28, 2025, the U.S. Securities and Exchange Commission (SEC) released new data and analysis that shine a light on how private markets are evolving—especially in three key areas that affect both investors and companies looking to raise money. The goal of this release was to give the public, regulators, and market participants a […]
What Every Company Should Know About Unregistered Offerings
What Every Company Should Know About Unregistered Offerings When a company wants to raise money by selling shares or bonds, it usually has to “register” that sale with the U.S. Securities and Exchange Commission (SEC). But sometimes companies don’t go through this public registration process. Instead, they rely on certain legal exceptions that let them […]
Term Sheets Explained: The Deal Before the Deal
Term Sheets Explained: The Deal Before the Deal A term sheet is a simple document that outlines the basic terms of a deal before the full contract is written. It’s like a roadmap that helps both sides see if they’re on the same page before spending time and money on detailed negotiations and legal work. […]
What Companies Need to Know About Listings, Governance, and Capital Access before Going Public in the U.S.?
What Companies Need to Know About Listings, Governance, and Capital Access Before Going Public in the U.S.? Going public, whether for a budding startup or an established company seeking to expand its horizons, is a momentous milestone in the life cycle of any business. But going public on a multi-tiered exchange like the NYSE or […]
The Legal Impact of Drag-Along Agreements on Founders, Investors, and Minority Shareholders
The Legal Impact of Drag-Along Agreements on Founders, Investors, and Minority Shareholders Imagine you and a group of friends start a company together. Over time, you bring in outside investors to help grow the business. These investors provide the funding you need, but in return, they get a say in how the company is run. […]
Equity Vesting in Employment and Corporate Agreements
Equity Vesting in Employment and Corporate Agreements When a company offers stock options to employees, it does not hand over all the shares immediately. Instead, the process of becoming fully entitled to these shares happens gradually over time, which is known as vesting. The most common arrangement for vesting spans four (4) years. However, there […]
Liquidation Preferences: The Investor’s Legal Recipe for Getting Paid First
Liquidation Preferences: The Investor’s Legal Recipe for Getting Paid First Imagine you’ve invested in a company, and now it’s being sold or its assets are being liquidated. A liquidation preference determines who gets paid first and how much they get before others receive anything. Think of it as a safety net for investors. If the […]