Tokens of Wisdom

Episode 61: Hedge Fund Offering Terms, Part 1: Compensation   Today is the first in a series of Tokens of Wisdom episodes walking through the main offering terms for an open-ended fund, aka a hedge fund.    One of the first things I do with new fund clients is take them through a fund questionnaire to determine the offering terms for their new fund. This is usually a one hour conversation, at the...

Episode 60: Fund Administration with Bert McCooey, Ascent This is an exciting day in Tokens of Wisdom history! Not only do you get to see my real-life face, but you also get the unparalleled wisdom of Bert McCooey from Ascent Fund Services. When I set out to do this show, my goal was to arm aspiring fund managers with the information they need to launch and operate a fund. In the legal realm, I ha...

Episode 59: Peeling Layers At the federal level, the tables are turning faster than at a vintage Tiesto performance: it’s honestly hard to keep up with how quickly the federal government has done a total 180 on crypto. Key Points From This Episode: What was the now-disbanded National Cryptocurrency Enforcement Team? How is the United States similar to an onion? What’s happening beneath the federal...

Episode 58: Yet Another CTA Update (Yawn)  Last time I spoke to you about the CTA, I said I wanted to discuss it about as much as I wanted a hole in the head. A little over a month later, nothing has changed. In my mood that is. But alas, much has changed in the world of required BO reporting, so here I am standing in front my mic and talking about it again.   Key Points From This Episode:  FinCEN...

Episode 57: Fixing the Hole in Your Net (And More!) If you thought the kinder, gentler SEC was only going to be kinder and gentler to the crypto community, you thought wrong. Today I’m going to briefly summarize two recent SEC actions that relaxed marketing-related rules: clarifying requirements for marketing materials and elements of 506(c).   Key Points From This Episode: What is the SEC’s marke...

Episode 56: Interpretive Clarity. By now, you’ve probably heard the latest news from the sunshine and rainbows SEC: Meme coins are not securities!  This is great news for the crypto community, which has a little more clarity today on how the SEC will interpret securities laws as they apply to digital assets.   But is this the regulatory clarity we’ve long clamored for? Not quite…   Key Points From...

Episode 55: Sunshine and Rainbows…from the SEC.   Just a couple short weeks ago I told you all about President Trump’s executive order on crypto, which was heavy on happy speak and light on substance.     Of course, literally as I was recording that episode, the SEC started putting its money where its mouth is. Indeed, since I started speaking into that mic a couple weeks ago the SEC has: Repealed...

Guess Who’s Back   Episode 54: Show Notes.   It’s true that I wanted to release this episode about as much as I want a hole in the head. But, I did promise you multiple times that I would keep you updated on the dumpster fire of the Corporate Transparency Act and…a liar I am not.   Here’s the TL;DL(“listen”): The CTA is back on, and initial BO reports are due on March 21, 2025 for most entities.  ...

A New Sheriff  Episode 53: Show Notes.   We went three whole days into Trump Administration 2.0 without the creation of a strategic bitcoin reserve, an announcement ending all federal lawsuits against crypto industry participants, and without any major crypto news. In fact, well into day 4 of the administration, the scoreboard looked like this: Trump Meme coins: 2; Executive action supporting cryp...

Everyone wants in on the AI craze – in addition to being the latest buzzy trend, AI is a technology that can actually think for you (or at least, trick people into thinking it’s thinking). Given the potential time and money savings AI can generate, a business owner like you might be negligent for not exploring how it could help their business. But before you go too hog wild, listen to today’s epis...

As you all prepare to hunker down by the fire, sip your egg nog and enjoy the company of your dearest friends and family members, throw in your earbuds, turn up the volume and unwrap this auditory gift recapping the year that was in fund and cryptoland 2024!    Key Points From This Episode: Recapping the rosiest crypto developments from 2024.   Bitcoin’s meteoric rise. Clearer regulatory skies.  J...

Good news just keeps on flowing out of the federal judiciary, as a District Court in Texas issued a nationwide preliminary injunction on Dec 3 enjoining the enforcement of the Corporate Transparency Act and the FINCEN beneficial ownership reporting requirement. This means that means that FOR NOW, companies do not have to file beneficial ownership reports with FINCEN under the corporate transparenc...

Whatever your views on the election outcome, we can all enjoy the high – literally and figuratively – that’s captured the crypto world since early November. Today’s episode quickly recaps three recent developments that we can all celebrate.    Key Points From This Episode: Bitcoin’s meteoric rise. Gary Gensler is resigning! A district court in Texas struck down an SEC rule that drastically expande...

There is a presidential election happening right now, and regardless of your political views, if you’re listening to this, you probably like crypto. In fact, the election-related question I get most frequently goes something like this:   If Trump wins, will he really replace Gary Gensler on day one as promised? Or  If Harris wins, will she replace Gensler as quickly as Trump would?  This of course...

On my last episode, I went through a few common ill-conceived soundbites people wield against crypto generally and calmly explained why they’re a bunch of crap. But there was one I didn’t touch last time because I thought it was deserving of a little more spotlight. Haters sometimes claim that the crypto industry doesn’t want any regulation, and is spending oodles of cash buying off politicians to...

I keep hearing noise from talking heads denigrating and dismissing crypto with pithy ill-conceived soundbites. It’s the kind of thing you expect to hear from the Gary Genslers and Elizabeth Warrens of the world, but I also hear it from people whose opinions I usually respect. Inspiration for today’s episode came from the 9/20/24 episode of Real Time with Bill Maher, where Bill and his panel fall a...

The digital asset fund manager community is up in arms about the SEC’s latest shenanigans against Galois Capital, and I’m here to tell you; so am I! The SEC alleged three separate violations, and gave us zero helpful detail/analysis/guidance that might let other asset managers avoid similar acitons. Key Points From This Episode: What violations did the SEC allege Galois Capital committed? What doe...

An episode all about the glorious topic of marketing decks for private funds. Almost every fund has one. Almost every lawyer’s brain explodes when reviewing them. Tune in today to learn all about why.  Key Points From This Episode: What rules govern investment adviser/fund marketing? The Seven Deadly Sins. What’s an Endfoot? Common mistakes in marketing decks. Shout out to the new puppy that has s...

Quick hit today to remind investment advisers about the SEC’s pay-to-play rule; formally known as Advisers Act Rule 206(4)-5.  You may have heard that there’s a little election coming up here in November, and you may be emptying the piggy bank in support of your candidates of choice. Before going too hog wild though, make sure you brush up on your pay-to-play rule!  Key Points From This Episode: W...

Exciting times this month, as certain institutional investment managers are gifted a new regulatory filing requirement!  Key Points From This Episode: What is Form N-PX? Who has to file it? What needs to be reported? What is the deadline? Disclaimer: This show is for informational purposes only. Nothing presented here constitutes legal advice. Tokens of Wisdom is produced by Dave Rothschild, partn...

On back-to-back days in late June, the US Supreme Court issued two decisions that reasserted judicial primacy in statutory interpretation and dealt a blow to executive authority. The cases were SEC vs Jarkesy and Loper Bright Enterprises v. Raimondo, and together they demonstrate a Supreme Court deeply skeptical of the administrative state and of an executive branch usurping powers that belong to...

Last summer, the Sunshine State passed into law a new private fund exemption for investment advisers operating in Florida. It went into effect on Oct 1 last year, and thus FL has belatedly joined the community of states taking a lighter regulatory stance toward private fund managers.  Key Points From This Episode: Why this is great news for fund managers. How Florida investment adviser rules worke...

It’s not everyday that I do a podcast episode about super technical banking rules. It’s also not every day that the president vetoes bipartisan legislation in an election year. But here we are….  Key Points From This Episode: What is SAB 121? Why do crypto degens hate it? Why do ordinary Americans hate it? Why does Tony the Mechanic love it? Disclaimer: This show is for informational purposes only...

Big news today (June 5) as the 5th circuit court of appeals VACATED the SEC’s private fund adviser rule!! Go back and listen to Episode 21 if you want to waste your time hearing all the details of this now-defunct rule.  Special Note : you may notice while listening to today’s episode that I mistakenly refer listeners to Episode 29 for my full PFAR breakdown (I refer to “Episode 29” several times)...

Today’s episode is all about the government’s attempts to jam the square peg of crypto mixers Tornado Cash and Samourai Wallet into the round hole of unlicensed “money transmitters”. But to grasp the full story, we need to understand some basic terms. Like “money transmitter”. Key Points From This Episode: What are (were?) Tornado Cash and Samourai Wallet? What is a “money transmitter”? The regula...