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SEC Report of Investigation: Implications for Offers and Sales of Blockchain Tokens and Other Digital Assets

Speaker(s): Alfredo B. D. Silva, Daniel R. Kahan, Jay G. Baris, Joshua Ashley Klayman
Recorded on: Sep. 13, 2017
PLI Program #: 226932

Alfredo Silva is a partner in Morrison & Foerster LLP’s corporate group and is a member of the firm’s Pro Bono Committee.  Mr. Silva represents public and private companies and investors in a broad range of corporate and securities law matters.

Mr. Silva’s practice includes initial public offerings and other capital markets transactions, including primary and secondary equity offerings, at-the-market offerings, 144A offerings and private placements, early- and late-stage preferred stock financings and public and private mergers and acquisitions.  In his public company practice, Mr. Silva also counsels issuers on corporate governance issues, reporting under the 1934 Act and Section 16, compliance with the U.S. federal securities laws, and compliance with the listing standards of Nasdaq and the New York Stock Exchange.

Among other engagements, Mr. Silva represented Restoration Hardware Holdings, Inc. (NYSE: RH) on its initial public offering, two secondary offerings of common stock, and an offering of convertible notes for a combined $1.7 billion, Marrone Bio Innovations, Inc. (NASDAQ: MBII), an agtech company, on its initial public offering, follow-on common stock offerings and a private placement for a combined $168 million, and Catalyst Biosciences, Inc. (NASDAQ: CBIO) and DURECT Corporation (NASDAQ: DRRX), both clinical-stage pharmaceutical companies, in their implementation of at-the-market equity programs and other transactions.

Mr. Silva is recognized by The Recorder, California’s leading legal news publication, as a 2013 Lawyer on the Fast Track, was the inaugural winner of Morrison & Foerster LLP’s Kathi Pugh Award for Pro Bono Service in 2014 and is a 2017 Fellow in the Leadership Council for Legal Diversity program.

Mr. Silva received his B.S. degree, cum laude with distinction, in Engineering Sciences (Chemical) from Yale College in 2004 and received his J.D. degree from Yale Law School in 2008. Mr. Silva speaks conversational Mandarin Chinese, and spent a year at China’s Tsinghua University researching issues in intellectual property protection on a Fulbright Fellowship.

Daniel Kahan is an associate in Morrison & Foerster’s Corporate Department. His corporate transactional practice focuses on venture capital and private equity investments, mergers and acquisitions, divestitures and spin-offs, public securities offerings, and corporate governance matters. Mr. Kahan also regularly advises clients in strategic technology transactions, including professional service agreements, software-as-a-service agreements, sourcing agreements, transition service agreements, distribution agreements, reseller agreements, and intellectual property licensing matters.

Mr. Kahan has worked with companies, entrepreneurs, venture capital investors, private equity investors, and strategic corporate investors and acquirers across a range of sectors, including enterprise software, software and cloud infrastructure, cybersecurity, e-commerce, hardware, life sciences, healthcare, travel, and financial services.

Mr. Kahan has been recognized by Legal 500 for Venture Capital and Emerging Companies, with clients describing him as “exceptional” and noting that he “understands clients’ businesses well and provides practical, timely advice.” He has also been recognized by Super Lawyers as a “Rising Star” in 2014, 2015, 2016, and 2017. He received his A.B. from Georgetown University and his J.D., cum laude, from the Georgetown University Law Center, where he was executive editor of the Georgetown Journal of International Law.


Georgetown University (A.B., 2006)
Georgetown University Law Center (J.D., 2009)


District of Columbia

Jay G. Baris
Partner, Morrison & Foerster LLP

Jay Baris is the chair of Morrison & Foerster’s Investment Management Practice. Mr. Baris represents investment companies, broker-dealers, investment advisers and other financial institutions in the full spectrum of financial services regulation. He helps clients develop new financial products that cross over banking, commodities, insurance and securities law.

Mr. Baris counsels independent directors on governance issues. He also advises mutual funds and investment advisers on mergers and acquisitions, reorganizations, compliance, exemptive applications and innovative regulatory issues. He has advised fund administrators and custodians on a wide range of contractual and operational issues.

Mr. Baris was recently recognized as an elite “Leading Lawyer” by the Legal 500 US 2013 guide to outstanding lawyers nationwide and has twice been nominated, in 2012 and 2010, for “Independent Fund Counsel of the Year” by Fund Directions (Institutional Investor). He is listed in Best Lawyers in America (2008-2014) for his work in corporate law, mutual funds law and financial services regulation law, as well as in Chambers USA 2009-2013, Legal 500 US 2009-2013, New York Super Lawyers (Securities and Corporate Finance) 2006-2012 and Super Lawyers Business Edition 2011. Mr. Baris was nominated for the “Fund Titan” Award (Outside Counsel Category) by in 2008.

Mr. Baris serves as vice chair of the Committee on Federal Regulation of Securities of the American Bar Association’s Business Law Section. Previously, he served as chair of the Subcommittee on Investment Companies and Investment Advisers from 2003-2009, and vice chair from 1999-2003 and 2009-2012. He also serves as a member of the Board of Advisors of The Review of Securities & Commodities Regulation and as chair of the Task Force on Investment Company Use of Derivatives and Leverage of the Committee on Federal Regulation of Securities.

An active speaker and writer on issues concerning investment management and the regulation of financial institutions, Mr. Baris has been published in a variety of trade and general interest publications, including Insights: The Corporate & Securities Law Advisor, The New York Times, The Wall Street Journal, The Washington Post, The Review of Securities & Commodities Regulation, Fund Action, The Review of Banking & Financial Services and USA Today Magazine.

Mr. Baris received his J.D. from Hofstra University and his B.A. from the State University of New York at Stony Brook. While at Stony Brook, Mr. Baris was a member of Phi Beta Kappa.


State University of New York at Stony Brook (B.A., 1975)
Hofstra University School of Law (J.D., 1978)

Joshua Ashley Klayman is the firm’s U.S. Head of Fintech and Head of Blockchain and Digital Assets. She is one of the best-known blockchain and cryptocurrency lawyers in the U.S. and globally, highly regarded for her extensive experience in, and deep knowledge of, blockchain, smart contracts, and cryptocurrency matters, including initial coin offerings (ICOs)/digital token offerings.

Josh has represented or consulted to global technology companies, token sellers, cryptocurrency exchanges and relayers; venture, hedge, and private equity funds and their portfolio companies; token marketers and broker-dealers; funds interested in trading digital assets; and major global investment banks, insurance companies, financial institutions and asset managers, among others.

By background, Josh is a finance and corporate lawyer. She spent over 10 years representing lenders and borrowers in leveraged finance and banking transactions and public and private organizations in a broad array of commercial transactions and corporate governance matters. Before joining Linklaters, Josh co-founded a blockchain and smart contracts group at a global law firm and set up her own boutique blockchain consultancy.