From The Matrix

The concept of the collectible is fundamental to the human spirit. Children start collecting things before they can walk. The fascination with collecting only increases as we get older. For most, a collection is fairly simple. Baseball cards, luxury cars, toys, comic books, art, merit badges; sure; but people also collect paychecks, royalties, credits and ratings. A collection can in fact be just about anything. It is no wonder than that seemingly innocent non-fungible tokens, each known as an “NFT,” present one of the most confusing concepts delivered by distributed ledger technology. …

I’m going to treat it as a forgone conclusion. Ripple Labs, Inc.’s sales of XRP were by all reasonable interpretation unregistered offers and sales of securities to the public in violation of the Securities Act of 1933. That part is obvious and has been for quite some time. The real question is what repercussions will it have for the various players in the cryptosphere. What of Coinbase, who recently filed its own registration statement to offer stock in an IPO? What of all the crypto hedge funds? What of the funds that invested in equity of Ripple Labs? What of…

The purpose of this guide is to save you time, money and aggravation. Mergers, acquisitions, finance and similar transactions are not “business as usual,” they are “extraordinary transactions.” Obtaining experienced legal representation appropriate to the transaction can make the difference between a smashing success and an abject failure. Herein, you will find a summary of the role of a lawyer, some basic tips on selecting the right lawyer, and a summary description of the services that a lawyer typically performs in representing a client who is a party to an extraordinary transaction.

Lawyers, first and foremost, represent their clients’ interests…

The 51% attack is the blockchain equivalent of a terrorist action. Not only is there the direct threat of the attacker illicitly acquiring or double spending tokens, but also the less direct, but likely bigger threat of gravely damaging public confidence in the impugned blockchain protocol. The attacker could likely make more money shorting a cryptocurrency on an exchange in advance of announcing a successful attack than they can make directly through the attack. Such ill-gotten gains would also be harder to trace. …

“Fake News”; By-product of Freedom of Speech, but Scourge of Democracy.

“Fake News” appears to be an unavoidable plague of the rapid connectivity digital age. Take any issue of wide-spread concern and you will find a variety of opinions:

  • Gun Control
  • Climate Change
  • Economic Policy
  • Legalization of Cannabis

The list goes on and on. At least in the United States, the First Amendment to the Constitution provides all citizens a right to freedom of speech. That right can be curtailed somewhat,[1] but in general, anyone can say anything about anything. Unfortunately, there are those out there who take topical advocacy a bit far. …


On October 9th, 2019, the IRS released long-awaited guidance on the taxation of cryptocurrency through Rev. Ruling 2019–24 and an associated FAQ, including their guidance on the treatment of airdrops. The IRS takes the controversial position that the airdrop equates for taxation purposes to a dividend. As a corollary, an involuntary (and perhaps unknowing) recipient of an airdropped token would have a taxable event.

Do you consider Walmart a technology company? You should. Think carefully. What is the real difference between Walmart and Amazon? Now try to imagine what things might look like in fifteen years. Now what is the difference?

Okay, the ownership of big box brick and mortar stores is an obvious answer, now and likely far into the future. That said, Walmart is making moves that may even the playing field. Indeed, Walmart has taken some lessons from Blockbuster, Circuit City and Sears; Walmart recognizes that it needs to evolve to survive. …

How to See a Deadbeat Client Before They Become a Collection Issue

Client/customer payment issues are painful. It’s not just a lack of business. Much worse, you expend resources, time/money/effort/employees. In our law firm, we need to be conscious of employee burn-out. Moreover some lawyers are paid based on collections. Non-payment is a serious moral kill. Regardless of what business you are in, hopefully the following will help you recognize when that great looking customer is really a walking disaster.

How we learned to spot the deadbeat.

Our firm started in 2003 (I came a smidge later). We began with…

Latest evidence that you will be assimilated into a Borg; you may choose which Borg.

Okay, maybe not literally . . . but there is a confluence of macro-trends that will make you think twice.

1. What used to be a phone became mobile. It then absorbed other functions while at the same time packing more power into a smaller frame. Later Bluetooth integration provides wireless communication limited only by range. While wearables are not yet prevalent (watches are close), there are some uses, and there are more than a few prototype contact lens user interfaces. …


Spencer Dinwiddie wants to tokenize and sell the first year of his 3-year contract with the New Jersey Nets. In exchange for an up-front payment of up to $13.5 million, Dinwiddie would provide “DREAM” tokens, which entitles token holders to the full $16-million of the first year of his contract (which is guaranteed). Not a bad one-year return for an investor. The raise would be a private sale with a minimum investment of $150,000. Investors would also get first dibs on a similar token that Mr. Dinwiddie might offer for years two and/or three of his 3-year deal.

The income…

Josh Lawler

Josh Lawler is a partner at Zuber Lawler whose practice focuses on mergers & acquisitions, securities law and technology transactions.

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