Seth Rosenbloom

🚀 The SEC and CFTC just signed a new MOU on regulatory harmonization, and looks like much more than a good press release. tl;dr the agencies are committing to joint rulemakings, coordinated exams, shared data and a "minimum effective dose" regulatory philosophy. Why does this matter? The US is the only major capital market that splits financial regulation between two agencies. After decades of duplicative registrations & conflicting rules we now have a Joint Harmonization Initiative with dedicated staff from both agencies to actually fix it. The guiding principles are where the real signal is. The MOU explicitly commits both agencies to "reject a turf war mentality" and states that they "jointly recognize the foundational importance of fair notice to market participants and not regulating through enforcement." That second part is doing a LOT of work. On crypto specifically, the agencies commit to "closely coordinating and cooperating to remove obstacles" to lawful introduction of novel derivative and crypto asset products. That's the industry unlock: not "we won't block things" but "we'll work to clear the path." Combined w/ the fit-for-purpose framework language, this is the clearest joint signal yet on crypto regulatory posture. The MOU also opens the door to "alternative compliance frameworks" and "appropriately tailored and regulated 'super-apps'" — for anyone watching the M&A trends toward full-stack tradfi + crypto platforms, this is the regulatory infrastructure they need. The operational commitments matter too. For dually registered firms (broker-dealers that are also FCMs, RIAs that are also CPOs) the agencies commit to joint exam planning, shared findings and harmonized risk assessments. On enforcement, they'll consult at the outset of any investigation w/ overlapping jurisdiction and coordinate before issuing Wells notices. Less duplication, fewer conflicting obligations. I've mentioned before that strong coordination between the CFTC and SEC is a massive unlock, not just for crypto but for every firm that touches both securities and derivatives. This MOU puts the philosophy in writing w/ actual coordination mechanisms behind it. Chairs Selig and Atkins deserve a ton of credit for enabling this. Now comes execution. Link to full MOU & press release: https://lnkd.in/eQpWWA4N

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Pt 2: Building Legal from scratch with NO BUDGET for LegalOps?  Ask Engineering or Ops how they manage their workflows - and COPY 😺. Engineering/Operations push multiple deliverables each week, have multiple stakeholders with multiple requirements and have multiple competing deadlines. Do you need a better "precedent"? 😏 Across various businesses, I have copied the way engineering/operations teams manage workflows using tools like Asana, Notion and Jira.  They all basically "do the job" for managing legal workflows because: 🙊 They centralise all internal correspondence about a legal matter onto one task ticket. Get off siloed inboxes and Slack DMs - you need to start building team resilience, where anyone can pick up where you've left off.  Centralised correspondence is also important for creating accountability; everyone can see where the hold up is. 🙈 They provide the ability to view tasks on a kanban board - a super easy snapshot of where things are sitting. 🙉 They provide some reporting (probably not all the reporting you need without upgrading to premium packages, but enough to show where contracts are stuck in the pipeline). ...and you won't need to make a case for budget... ...but the biggest win here is that by using “their” tools, you immediately start speaking their language, you’re one of “them”, focussed on delivery and the same business objectives 🚀 . Yes, this isn't perfect and I'm aware there are a host of full end-to-end legal management tools.  But if you're in a fast-paced environment (where if growth goes as well as you expect, you'll likely need to overhaul processes in 6 months anyway!) start here as your core, and you'll be amazed with what you can start to add on 💡. Also - if you’re unsure how to use these tools, I’m sure you can use those law school negotiation skills to convince someone in the business to create this for you 😉. In the past I’ve traded free divorce advice, a game of Connect 4 and even sat through a software engineer demo-ing their latest 8-sided Rubik’s cube, to land a ready-made legal workflow board, complete with reporting dashboards and an integration to Hubspot 🥳 .

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A NIS 200 million lawsuit filed by Raftt shareholders against Wiz highlights significant risks in the "Acquihire" model, underscoring the complexities of modern tech acquisitions. The allegations are serious: investors claim that Wiz and the founders orchestrated a "phantom deal," transferring the team and intellectual property without involving the Cap Table, effectively sidestepping traditional acquisition protocols. The claim argues that the technology behind "Wiz Code" was essentially stolen from early-stage backers who funded Raftt's development. For managers and representatives of Early-Stage Funds, this case serves as a crucial lesson in the importance of deal structure and governance from the outset. 3 Key Lessons for Seed & Series A Investors: 1️⃣ Expand "Deemed Liquidation" Clauses: Documents should trigger liquidation preferences for substantial asset sales, exclusive IP licensing, or coordinated team transfers. If the value leaves the entity, investors must be protected. 2️⃣ Lock Down IP Assignment: Ensure ironclad IP ownership and prevent side-agreements that allow founders to walk away with core technology. Disputed patents can become a multi-million-dollar liability years later. 3️⃣ Mandatory Veto Rights (Protective Provisions): Investors must hold a clear veto right over a majority of liquidation events, mergers, or asset sales. Without this "seat at the table," a majority of common shareholders could approve a move that guts the company's value before it's known. The Bottom Line: Robust legal frameworks are essential not to hinder founders but to ensure fair treatment for initial risk-takers and safeguard the integrity of the entire venture capital ecosystem. Read the full story here: https://lnkd.in/deVBz8x9 #VentureCapital #StartupLaw #TechLaw

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📢 Attention Venture Capital Fund Managers: New California Transparency & Reporting Law You Must Know - Deadlines Looming! 📊 California has ushered in a first-of-its-kind transparency regime that will meaningfully impact VC firms with a nexus to the state — no matter where you’re headquartered. Under the Fair Investment Practices by Venture Capital Companies Act, covered entities must register and report demographic data on the founding teams of companies in which they invested during 2025 - beginning this year. 🔎 Here’s what VC firms need to know (high-level): ✅ Who is covered? Any "venture capital company" that 1) primarily invests in or finances early-stage or growth companies and 2) has a CA nexus — including: • Headquarters or significant presence in CA. • Investments in CA-based companies or companies with significant operations in CA. • Solicits or accepts investment from CA residents/account holders. 📅 Key deadlines: • March 1, 2026: Register with the California Department of Financial Protection and Innovation (DFPI) as a covered entity. • April 1, 2026: First annual demographic report due, covering 2025 investments. 📊 What must be reported? • Aggregated, anonymized demographic data voluntarily provided by founders (gender identity, race/ethnicity, disability status, veteran/LGBTQ+ status, CA residency). • Numbers and dollar amounts of investments in companies primarily founded by diverse teams. • Principal place of business for companies. 📋 Covered entities must distribute the standardized DFPI survey to founding teams to collect this information and incorporate it into their annual report. ⚠️ Why this matters: This requirement extends beyond traditional Silicon Valley firms. Even funds without a physical CA office may be caught if they have a CA investor or portfolio company. Non-compliance could expose firms to enforcement actions and penalties. ⚠️ What DFPI Still Needs to Clarify or Finalize Despite the statutory framework, material implementation details are still evolving, including: • Final reporting format and submission mechanics • How DFPI will interpret “CA nexus” in edge cases • Treatment of complex fund structures, SPVs, and parallel vehicles • Data validation, audit expectations, and record-retention standards • Enforcement posture and penalty framework for non-compliance • How updates or corrections to prior-year reports will be handled In short: the obligations are real, but the operational playbook is still being built, but funds that wait until guidance is finalized may find themselves compressed on timing. 🔗 Learn more and access official DFPI resources: 👉 DFPI VCC Reporting Program: https://lnkd.in/gHRxvwHP 👉 DFPI Survey: https://lnkd.in/gV_Bh2vM 💬 Be sure to discuss how this impacts your firm’s compliance and reporting strategy with your friendly neighborhood fund counsel.

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NDA Starter Pack – Market Standard Positions for First-Time Reviewers For many young lawyers or first-time in-house counsels at SaaS/tech companies, the NDA is often the first contract you’ll be asked to review. Here’s what you may want to look for (from a Provider’s POV): -Purpose Keep it narrow: “evaluation of a potential business opportunity(MSA should supercede)” or reference the specific RFP/project. ***The MSA should ultimately supersede the NDA. - Effective Date & Prior Disclosures Confidentiality obligations should begin from the Effective Date of the NDA. ***Exclude information disclosed before signing. - Definition of Confidential Information ***Limit to information that is marked or designated as confidential, or confirmed in writing within a set period (e.g., 10 days for oral disclosures). - Exclusions to Confidentiality Market standard: (a) Already known without restriction (b) Independently developed (c) Publicly available (d) Rightfully received from a third party ***Extend these exclusions to the Provider and its Representatives (employees, contractors, advisors, affiliates). Use of Confidential Information Confidential Information should only be used for the Purpose. ***Allow access by Representatives, but only if: They “need to know” the information, and They are bound by confidentiality obligations. Mandatory Legal Disclosure Disclosure (including by Representatives) should only be permitted where required by: Applicable law, regulation, rule, subpoena, or other valid legal process, including the requirements of any governmental, regulatory, self-regulatory, or supervisory authority having jurisdiction. With prior written notice to the disclosing party (where legally permissible). Term & Survival NDA term: typically 1–3 years. Survival of confidentiality obligations: 2–5 years post-disclosure. ***NDA should terminate once the MSA is signed, since the MSA will carry its own confidentiality obligations. Return or Destruction of Information Standard practice: destroy or return information at termination/expiry. ***Allow carve-outs for archival backups and compliance obligations. Fellow counsels — what’s the one NDA clause you always redline as a SaaS provider? #NDAs #Contracts #SaaS #InHouseCounsel #YoungLawyers #ContractReview #Negotiation

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Hot off the press — today the SEC & CFTC took a meaningful step toward providing clarity to the crypto market, publishing a new interpretation on how U.S. securities laws apply to crypto assets (Release No. 33-11412). A few takeaways that stood out: • Provides updated interpretation of what constitutes a “security” in the context of crypto assets and related transactions • Most crypto assets are not securities by default • Regulation depends on how an asset is used -specifically when they become subject to an investment contract • A non-security crypto asset can become — and cease to be — part of an investment contract over time as networks evolve • Introduces a clearer taxonomy (commodities, stablecoins, digital securities, etc.), helping define the regulatory perimeter and which regulator applies (e.g. SEC vs CFTC) • The guidance touches core mechanics like staking, airdrops, mining, and wrapping, including when these may (or may not) involve securities transactions The shift here is subtle but important: the focus is moving from what a token is to how it’s used — and acknowledging that this isn’t static. This feels like a move toward a more practical, lifecycle-based approach, and away from the ambiguity the industry has been operating in for years. Full release: https://lnkd.in/em8WnXby

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💸 Litigation funding is broken. Most clients get crushed by outrageous rates—sometimes as high as 200% annually. That forces firms to settle early, leaving money on the table and clients frustrated. Enter Claim Angel: think Uber for litigation funding. Instead of one-off funders charging sky-high rates, it’s a marketplace connecting PI firms with 27+ funders at a standardized, fair rate. That means: ✅ More leverage to fight for full policy limits ✅ Better outcomes for your clients ✅ No more highway robbery in funding 🎙️ On this week’s Grow Your Law Firm Podcast, Ken sits down with Jeremy Alters, founder of Claim Angel, to unpack how this model is changing the game for firms and clients alike. 👉 Listen in to learn how to fund cases smarter: https://apple.co/3hupLd4

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The legal tech world is debating the wrong metrics. Last week's discussion about Harvey's user numbers and utilization rates perfectly illustrates the problem - we're measuring vendor success, not client value. Law firm tech tracks billable hours, seat licenses, and utilization rates. But in-house teams need completely different metrics. We need to know how much we reduced outside counsel spend, how fast we can turn around contracts, and what capacity we created for strategic work. At Coherent, we've achieved a 78% reduction in contract review time. We're on track for 50%+ reduction in outside counsel dependency and have eliminated 30% of manual tasks, freeing our team for higher-value work. Unless we require accountability to the metrics that matter for us, tech built for law firms will never measure what matters to in-house teams. In-house teams need tech built specifically for in-house priorities. We need vendors (including law firms) who measure what actually matters to the business. And we need radical transparency about real outcomes, not vanity metrics. To my fellow CLOs - Start demanding the metrics that matter. Ask your vendors how their AI creates efficiency gains, not how many licenses they've sold. The conversation needs to shift from vendor success to customer value. Until then, we're having the wrong conversation about legal technology. I explore this further in my latest piece for Legal IT Insider--> https://lnkd.in/eieDEgvM

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Somewhere right now, a law firm is billing $1,000 for a board consent. AI did my last one in 15 seconds. The method isn't complicated: take a high-quality precedent from a previous deal, feed it into the AI, ask it to redraft for the new facts in the same style. The output is consistent and it inherits all the drafting choices you'd already signed off on. Yes, there's risk. I'm not a Delaware corporate specialist. But for this routine action, the risk in context was effectively nil. I was documenting something that was happening either way. It just needed a paper trail. The risk I'm actually managing is outside counsel spend where return on every dollar I spend really matters. Outside counsel earns its fee on three things: expertise, capacity, and insurance. If a piece of work is none of those, if it's just paper, you're paying for unnecessary comfort. Y Combinator is backing AI-first law firms to disrupt this market (AL article in comments). I wonder if they might be funding a model that's already obsolete. If in-house teams can do commodity work themselves in seconds, they don't need a cheaper outside firm. They don't need any outside firm. How much of your outside counsel spend is on work you could do yourself with a decent precedent and a prompt? #legaltech #inhousecounsel

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