The topic of this afternoon’s discussion is timely as securities are increasingly migrating from traditional (or “off-chain”) databases to blockchain-based (or “on-chain”) ledger systems.[1]
This movement of securities from off-chain to on-chain systems is akin to the transition of audio recordings from analog vinyl records to cassette tapes to digital software decades ago. The…

President Trump signed on February 10 an executive order (the “Executive Order”)[1] directing the U.S. Attorney General over the next 180 days to (i) review the guidelines and policies governing investigations and enforcement actions under the Foreign Corrupt Practices Act (“FCPA”), (ii) review existing FCPA investigations and actions, and (iii) cease initiation of any…

On April 25, 2025, the SEC Staff issued two new Compliance and Disclosure Interpretations (C+DIs) with respect to Rule 10b5-1. Under the first (Qu. 120.32), the Staff advised that purchases and sales of issuer securities pursuant to a self-directed “brokerage window” under a company’s 401(k) plan are to be analyzed in the same manner as…

Tenure voting rights, which grant increased voting power to long-term shareholders, reward duration, stability, and strategic patience. They allow founders and insiders to maintain control while accessing public capital. And when structured carefully, they can help create a shareholder base aligned with long-term corporate goals, reducing speculative behavior and fostering strategic stability. But tenure voting…