This is an interesting, even if somewhat obscure, interpretation. A reasonable guess is that the purpose of the interpretation is to allow smaller firms to participate in underwriting without taking the capital charge (or the underwriting risk). While the public policy of this interpretation is clear, it also means that the prospectus disclosure of the underwriters and their underwriting commitment is no longer accurate; i.e., firms that seem to be at risk in an underwriting may…

One step that the SEC might take to address the lack of liquidity in small businesses is to revisit rules regulating the production and distribution of investment research. Following the discovery of material improprieties by firms in the production of investment research on internet companies, the SEC adopted rules that both significantly raised the compliance costs of producing research and diminished the possible business benefits of doing so. These rules should now be…

The name of the hearing, "Hold Executives Accountable," reveals, to unfortunate effect, what you need to know about this hearing and the majority of the proposals. The proposals seem to take a general view that executives are often bad actors, overly compensated, and are not sufficiently liable for corporate wrongdoing under existing law. This general view, and the language in certain of the proposals, could result in a practical effect that the bills give license to regulators…

The incoming no-action letter (which doubtless was negotiated with the SEC and is ) seems to concede - without argument - that the tokens "may" constitute a "common enterprise," though it is not obvious that it does.

The issuer can afford to concede on this point because its "real" argument is that there is no expectation of profit from a customer's purchase of the assets. The customer is simply buying for one dollar a digital asset that he expects to use to purchase services…