Any US corporation with multinational operations and an unoptimized corporate structure that would benefit from reorganization of its operations along regional lines and responsibilities should consider whether a principal or other efficiency and profitability promoting restructuring might achieve similar benefits for it.
This checklist is a tool and guide to necessary and optional elements to negotiate and document the principal agreement or deal document in an international or cross-border joint venture (“JV”) between a U.S. party or parties and one or more non-U.S. parties.
Securities Act Exemption Chart
This article provides a discussion of the principal US Securities Act of 1933 sections, rules and regulations that may be used for registration-exempt offers and sales of securities for the purpose of raising capital and their respective requirements, advantages and disadvantages. Following the discussion, are “Deal Points” on important considerations in the exempt-from-registration offering process and what at all costs not to do.
SPACs (“Special Purpose Acquisition Companies”) burst into mainstream popularity in 2020 as a financing alternative to traditional Initial Public Offerings (“IPOs”) and private placements after years of on-again-off-again vogue. While SPACs are not for every business financing need, they have largely shed an earlier sometimes negative reputation and emerged as a mainstream alternative in the palette of financing options. This article discusses SPACs and “Deal Points” on important considerations in the SPAC IPO and business combination process and what at all costs not to do.
On August 3, 2022, a new bipartisan US Senate crypto/digital assets bill titled the "Digital Commodities Consumer Protection Act of 2022" ("DCA") was introduced by Senators Debbie Stabenow (D-MI), John Boozman (R-AR), Cory Booker (D-NJ) and John Thune (R-SD). This article compares and contrast the Lummis-Gillibrand Responsible Financial Innovation Act and the DCA. While neither bill is likely to become law in its current form, their common assumptions and elements, and that both are bipartisan efforts indicate the likely direction of U.S. regulation of crypto/digital assets.
On June 7, 2022, US Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced a bipartisan bill to regulate the cryptocurrency/digital assets market. While the Lummis-Gillibrand Bill will no doubt undergo substantial amendments before - and if - it becomes law, its bipartisan provenance points to likely directions for U.S. crypto/digital assets law and regulation. This article explains why some of the Lummis-Gillibrand provisions are revolutionary.