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Jonathan C. Dunsmoor

Of Counsel

New York

Mr. Dunsmoor focuses his practice on securities law, venture capital and private equity, corporate governance, and general corporate matters. Mr. Dunsmoor represents private companies, including those exploring blockchain/ cryptocurrency opportunities, as well as angel investors and investment funds. He has extensive experience in structuring, negotiating and consummating initial and other public and private securities offerings with a particular focus on technology driven finance, including Crowdfunding, Regulation A+ and Initial Coin Offerings. He routinely advises companies on registration requirements under the investment companies, investment advisor and broker-dealer regulations as well as best practices in structuring operations to comply with exemptions from registration. His work include the following:

Advising clients and potential clients on non-equity crowdfunding, Regulations A+ obligations, Regulation D specifically 506(B) and 506(C) offerings
Drafting Simple Agreement for Future Tokens (SAFT), Simple Agreement for Future Equity (SAFE) and Private Placement Memorandum (PPM) under Regulation D
Drafting Real Agreement for Tokens and Equity (RATE), Token/Coin Purchase Agreement, and Utility token legal opinion (LO)
Creating Regulations A+ Registration Statement 1-A and S-1 for submission to the SEC
Drafting Terms of Use, Terms of Service, or Terms and Conditions for Utility Token/Coin Sales
Reviewing and drafting White paper for legal compliance
Working with Know Your Customer (KYC)/Anti-Money Laundering (AML) companies to provide clients with proper protection under the law including the Bank Secrecy Act (BSA)
Knowledge of upcoming ICO regulations in countries including Cayman Island, S. Korea, China and Japan
Cleaning up post ICO issues including KYC and AML issues
Advising Clients on listing on exchanges and making introductions with exchanges
Drafting founder's and cofounder's agreements including stock purchase agreements, collaboration agreements, etc.
Counseling and advising cryptocurrency startups regarding their U.S. Securities and Exchange Commission regulator questions involving Initial Coin Offerings ("ICOs")
Providing general outside counsel services to startups and entrepreneurs seeking to enter the capital markets
Engaging in client relations with local and national incubators, accelerators, generators, and capital investment groups including venture capitalist, angel networks, and hard money lenders
Counseling business owners regarding their legal rights, obligations, and advising how to settle business disputes
Advising and forming business entities for entrepreneurs including creating operating agreements, corporate by-laws, and board resolutions
Handling business disputes including breaches of agreement and debt collections including a six figure sum from an Am Law 100 firm
Drafted Terms of Service, Privacy Policy, Payments Terms of Service, Refund Policy Terms, Non-Discrimination Policy and Copyright Policy for various startups
General counseling and policy drafts for an online peer-to-peer (AirBnB-like) hunting platform
Preparing and negotiating agreements and conducting due diligence
Providing guidance and dispute resolution for copyright and trademark infringement disputes including cases involving Getty Images, Artist Defense and Amazon
Drafting SEC regulatory filings including S-1 registrations, 8-Ks, 10-Qs, etc.

Practices
Securities Law, ICOs and Cryptocurrency Exchange, Investment Funds, Operation & Regulatory Compliance, Corporate Governance, Formation and Registration

Education
Elon University School of Law, J.D.

State University of New York at Buffalo Law School, LL.M.

University of South Carolina, B.S.

Temple University Beasley School of Law

Stetson University College of Law

Bar Admissions:

New York

Jonathan C. Dunsmoor

Of Counsel

New York

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