MSBA BUSINESS LAW SECTION
SECURITIES LAW COMMITTEE
May 16, 2019 meeting
Conti Fenn & Lawrence LLC
36 South Charles Street
Baltimore, MD 21201
If you are planning on attending the meeting please RSVP directly to Greg Lawrence’s paralegal Tanya Metz (firstname.lastname@example.org) and indicate whether you will be attending in person or via conference call. If you will be attending in person, please email Tanya (email@example.com) and let her know what you would like for lunch – (1) wrap or sandwich (including type of bread, any condiments you’d like on the sandwich, etc.), (2) turkey, ham, tuna salad, other, (3) beverage, and (4) any food allergies you may have. She will need your order no later than noon on Wednesday, May 15.
a. Please remember that if you are attending via conference call, email Michelle Walsh firstname.lastname@example.org so we can have an accurate record of attendance for the meeting.
II. Approval of Minutes of January 24, 2019 and October 25, 2018 Securities Law Committee Meetings. Please email me if you would like copies of the minutes, which will also be available at the meeting.
III. New Business
a. Token/Initial Coin Offerings Developments
i. SEC v. Blockvest – California Judge reverses earlier preliminary ruling and holds the Blockvest tokens in question were securities under the Howey investment contract test: https://www.sec.gov/litigation/litreleases/2019/order24400.pdf
ii. SEC No-Action letter finding that certain tokens are not securities:https://www.sec.gov/divisions/corpfin/cf-noaction/2019/turnkey-jet-040219-2a1.htm (SEC response); https://www.sec.gov/divisions/corpfin/cf-noaction/2019/turnkey-jet-040219-2a1-incoming.pdf (incoming letter)
iii. SEC’s Division of Corporation Finance issues “Framework for ‘Investment Contract’ Analysis of Digital Tokens: https://www.sec.gov/files/dlt-framework.pdf
b. SEC Adopts additional amendments to “modernize and simplify” Regulation S-K:https://www.govinfo.gov/content/pkg/FR-2019-04-02/pdf/2019-05695.pdf
c. SEC proposed expansion of permissible “test the waters” communications:https://www.govinfo.gov/content/pkg/FR-2019-02-28/pdf/2019-03098.pdf
d. Enforcement developments
i. Rule 10b-5 liability – SEC prevails at the U.S. Supreme Court in Lorenzo v. Securities and Exchange Commission: https://www.supremecourt.gov/opinions/18pdf/17-1077_21o3.pdf
e. NASAA/State law developments
f. SEC Speaks roundup (time permitting)
IV. Next meeting