Hack-a-Merger

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Clips ✂️

Someone Hacked a Merger – Bloomberg

If you are a criminal mastermind, one thing you could do is go to law school, get good grades, get hired at a big M&A law firm, work 100-hour weeks on big deals, and eventually try wiring yourself the money that was meant to pay for a merger. There are many downsides to this approach, including that when you are surreptitiously changing the deal documents you are doing it from your office, and if someone notices you will get arrested. A better criminal-mastermind approach might be to find an exhausted M&A lawyer working to close a deal and try to trick her into wiring you the money. Sometimes that works!

by Matt Levine's Money Stuff--Bloomberg

Securities Docket: This really happened, in this insane case. Make sure you are following Matt Levine on Twitter and reading his Money Stuff column/newsletter. He is a must-read.

Think an NFT is not a security? Don’t bet on it. Three lessons from the Texas and Alabama cease and desist order of Sand Vegas Casino Club | Thompson Coburn LLP – JDSupra

Recently, the Texas State Securities Board and the Alabama Securities Commission each issued emergency cease and desist orders to stop Sand Vegas Casino Club and its principals from selling Non-Fungible Tokens (“NFTs”) in those states. According to Sand Vegas, the proceeds of the sale of NFTs were stated to be used for the creation of virtual-casinos on the Internet and in virtual worlds known as “metaverses”. The NFTs, which were sold on Sand Vegas’s website and through promotions on social media through YouTube, Twitter and Instagram, provided the buyer with a virtual gambling character (a so-called “Gambler Ape”), with certain other benefits, including a share of any profits generated by the casinos Sand Vegas created (which they claimed would be amounts well in excess of the offering price of the NFTs). The Sand Vegas matter illustrates three important lessons for those who wish to issue NFTs.

by Thompson Coburn LLP (via John Reed Stark)

Securities Docket: Here's a Twitter thread on a related topic: the sale of "virtual land" as an unregistered securities offering.

U.S. Blacklists Mixer Used to Launder Proceeds from Axie Infinity Crypto Hack – WSJ

The U.S. Treasury Department on Friday imposed sanctions on a virtual currency mixer it said North Korea used to help launder stolen virtual currency as part of the country’s malicious cyber activities program.

The blacklisting of Blender.io marks the first time the Treasury has placed a cryptocurrency mixer on its sanctions list.

Treasury’s Office of Foreign Assets Control, which implements and enforces U.S. sanctions, said Blender.io operates on the bitcoin blockchain and helps facilitate illicit transactions by obfuscating their origins, destination and counterparties. Blender.io has helped transmit more than $500 million worth of bitcoin since its creation in 2017, according to the Treasury.

by The Wall Street Journal

SEC Issues Nearly $3.5 Million Award to Four Whistleblowers

Three joint whistleblowers provided Commission staff with information that caused the staff to open a new investigation that led to the successful enforcement action. These joint whistleblowers’ information also caused another agency to open an investigation which led to a separate successful action. Another whistleblower provided insights based on an analysis of publicly available information that focused the staff’s attention on new allegations that advanced the investigation.

by SEC Press Release

SEC Charges NVIDIA Corporation with Inadequate Disclosures about Impact of Cryptomining

The SEC’s order finds that, during consecutive quarters in NVIDIA’s fiscal year 2018, the company failed to disclose that cryptomining was a significant element of its material revenue growth from the sale of its graphics processing units (GPUs) designed and marketed for gaming. Cryptomining is the process of obtaining crypto rewards in exchange for verifying crypto transactions on distributed ledgers. As demand for and interest in crypto rose in 2017, NVIDIA customers increasingly used its gaming GPUs for cryptomining.

by SEC Press Release

Twitter

If you hate crypto, you'll love this thread that has snowballed since last week: