Securities & Capital Markets
Public and private securities, crowdfunding, disclosure, and investor protection.
-
Why the Supreme Court Made Crypto Legislation Inevitable
Loper Bright eliminated Chevron deference. Agencies can no longer fill gaps in securities law through interpretation. Only Congress can provide a stable framework.
-
Why Equity Crowdfunding Hasn't Democratized Startups
The JOBS Act promised to democratize startups. Instead, capital consolidated in Unicorns. The problem is illiquidity.
-
What the GENIUS Act Actually Does
GENIUS does not abandon securities law principles. It completes the trajectory of Halliburton II — replacing litigation presumptions with continuous disclosure and shifting from scienter to strict liability.
-
The Temporal Paradox: When a Security Stops Being a Security
A token that starts as a security can mature into something else entirely. The Supreme Court's 80-year-old test has no answer for this.
-
The State Stablecoin Loophole in the GENIUS Act
The GENIUS Act defines 'person' to include business entities — but states are not persons. State-issued stablecoins bypass federal regulation entirely.
-
A Short History of Financial Technology
From colonial-era incorporation to cryptocurrency — the recurring pattern of financial innovation outpacing regulation.
-
Not All Tokens Are Securities
DeFi tokens that grant access to a service are not investment contracts. A function-based framework can tell the difference.
-
The $5.7 Million Barrier to Going Public
The cumulative cost of securities regulations prices out smaller companies while barely denting the budgets of large ones.
-
Hyperfunding and the Tesla Problem
When Tesla collected $20 billion in presale deposits, it fell into a regulatory gap that no existing law addresses.
-
The Gender Gap in Crowdfunding
Female-led crowdfunding campaigns raise less — and the gap widens as the target amount increases.
-
ESG Disclosure Can Backfire
Mandatory ESG disclosures could produce less corporate social responsibility, not more.
-
Crosstagion: When Banks Break Stablecoins
The policy designed to make stablecoins safe — anchoring them to Treasuries — is simultaneously the policy that transmits Treasury market stress into the stablecoin market with maximum efficiency.
-
Bridgefunding: Fixing the Series A Gap
The JOBS Act aimed crowdfunding at the wrong market segment. Inverting the limits would bridge the real gap.
-
Fintech Regulation: A Framework for Emerging Technologies
As financial technology reshapes lending, payments, and investment, regulators face a difficult question: adapt existing rules or build new ones from scratch?
-
Equity Crowdfunding After the JOBS Act: Lessons Learned
More than a decade after the JOBS Act, equity crowdfunding has found a niche but not yet fulfilled its original promise of democratizing startup investment.
-
The General Solicitation Ban Is Obsolete
A 1982 rule designed for newspaper ads now governs whether a Facebook post is a securities violation. The ban should be abolished.
-
When 50 Cent Tweets 'Buy This Stock,' Is That a Securities Violation?
Celebrities, influencers, and ordinary entrepreneurs all face the same unanswered question: does a social media post constitute a general solicitation?