September 26th, 2018
Fintech Fridays Episode 31: Blockchain Law with Jason Saltzman
NCFA Canada | May 14, 2019
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Ep31-May 14: Blockchain Law with Jason Saltzman
About this episode: On this episode of the Fintech Friday's Podcast, our host Manseeb Khan sits down with Jason Saltzman partner at Gowlings WLG law firm. They chat about how to make your ICO compliant, Blockchain in law and how to create a business structure. Enjoy!
HOST: Manseeb Khan, Fintech Friday's show host
BIO: Jason Saltzman is a partner in Gowling WLG (Canada) LLP’s Toronto office practising in corporate finance and securities law, with an emphasis on securities offerings, mergers and acquisitions, private equity and venture capital transactions and regulatory compliance matters. Jason assists issuers, investment dealers, investment portals and institutional and private investors on complex equity and debt financing transactions, ranging from start-up investments, venture capital and private equity investments, to larger public offerings and project finance. Jason has taken numerous companies public on the TSX, TSX Venture Exchange and Canadian Securities Exchange by IPO, reverse takeover, capital pool transactions and direct listings. He also advises securities dealers, advisers, investment fund managers and other market participants in connection with their registration and compliance issues. Jason served two terms on the Ontario Securities Commission’s Small and Medium Enterprises Committee and has been very active in building an alternative finance practice by focusing on fin-tech, crowdfinance and other disruptive models such as online investment platforms, peer-to-peer lending and robo-advising. He has become known as a thought leader in this innovative area.
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Transcription of Interview
Intro: Welcome fintech Friday's a weekly podcast brought to you by the National Crowdfunding and Fintech Association of Canada and partners.Covering all things fintech block chain be AI and alternative finance.
Jason Saltzman: Thanks so much happy to be here Manseeb . Great to be on this amazing podcast that I listen to all the time.
Manseeb Khan: Awesome I mean I love to hear that. So, Jason just for I guess the five or six people that may not know essentially who you are and what Gowlings does could just give us a quick rundown?
Jason Saltzman: Yeah. So, my name is Jason Saltzman I'm a partner at the law firm Gowlings WLG Gowlings is a law firm that's global. We have about 14 hundred lawyers around the world where in every major business center in Canada. We're also throughout Europe London Germany a number of other offices in Europe as well as we're in the Middle East and in Asia. Yeah. And my practices on the corporate finance and security side. So, I basically help all kinds of companies raise money access capital from all the early stage entrepreneurs all the way through different investment rounds up through going public transactions and of course in new asset classes such as alternative finance with anything from robo-advising, peer to peer lending and crypto currencies.
Manseeb Khan: We're seeing a lot in the space of pretty much crypto companies going just having crazy evaluations doing amazing things in the space. And I guess my question to you, my main question to you is as a law firm What are you guys kind of looking for to take on a robo-advisory company. A peer to peer company or crypto company. I guess like what is their list of qualifications that to kind of fill out. Like what. I guess like what is your quick little checkmark or checklist of things that you are looking for. If I personally but I guess as a law firm for these companies to have?
Jason Saltzman: Yes. So I mean we're open to working with all kinds of clients at everything from large blue chip companies and we act from any of them here in Canada and globally but we know that a lot of these big companies they started somewhere and they've started from the entrepreneur and they've grown. So, it is not uncommon for us to work with good quality startup companies and entrepreneurs and those that have amazing ideas that we see the growth potential in, and we want to be with them from the ground floor and work with them and whatnot. So, we're open to all kinds of inquiries from entrepreneurs that think they have neat ideas. We're particularly invested in the fintech space which is everything from financial technologies to blockchain technology to alternative finance as I mentioned and entrepreneurs that have these amazing ideas, we want to hear about them and figure out how we can work together.
Manseeb Khan: So, there are a lot of amazing fintech companies here. I guess how I get. Yeah, I guess specifically when it comes to since you are working with so many amazing companies you may you may not have to give specific names, but I guess what excites you about the space. I mean as a law firm as somebody kind of standing a little bit more outside going a little bit but also very much in the details. What are you very much excited about in the space?
Jason Saltzman: Yeah, I mean I love working with innovative companies with great ideas that solve big problems that are disruptive. You know I've been a lawyer for on Bay Street for twenty-two years working with all kinds of traditional industries everything from mining and natural resources and you know early stage technologies as well. But in a different era and life science. But when fintech and alternative finance and blockchain came around it was like wow this is like just a greenfield of so many new disruptive ideas. And it's a great opportunity for a law firm to say OK like you know we're just on the cusp of this new industry and you know law firms you know they have this image of being old and staunch and especially on Bay Street. But you know as we see the world evolve and new technologies go from small companies to very big players and you know we want to be part of it. And you know we found that just by immersing ourselves and myself personally in these ideas going back now four or five years myself personally particularly on known crowdfunding and alternative finance and crowd finance and whatnot that you can vary by it by working with these companies you have more experience than your competitors. You're immediately going up the chain in terms of knowledge and you know I started working with some great organizations like the NCFA and whatnot where I've gone to events, I speak, I write, I participate on the advisory board and I've met so many wonderful people through my involvement with the organization both companies and investors. There's you know those in the ecosystem who support or want to be part of the industry and it just I just keep coming back for more because it is so interesting and exciting.
Manseeb Khan: Yeah no I get it like every day is something very exciting especially like comparing it to traditional Bay Street where everything is a little bit more slower. Today everything's a new adventure and that's probably it's just fun. It's very amazing. So, with I mean I'll hit on blockchain as a legal firm right. I mean there's definitely a lot of blockchain innovation right now. You're seeing a huge I guess we'll call it overhaul in the insurance space. Blockchain definitely has a role in the legal system definitely does it plays a role in government. Play the role in law. What does blockchain in law look like to?
Manseeb Khan: Yeah. No I mean as you it's kind of a relief to hear that and not only do you guys make sure that everybody is kind of covered before their ICO's are not complaint but after as well it's kind of like hey whoa woops we just lost X amount of money like these 15 things weren't compliant. Okay cool. You guys can actually help that's a sigh of relief. For a few audience members.
Jason Saltzman: Yeah. And we can advise you know those who want to get in the business of that as they need to do it in a compliant way whether it's you know some in some companies they want to register as dealers and make sure they're doing it right. Yeah get whatever relief they need from the regulators and whatnot. Yeah. You know we can help.
Manseeb Khan: I agree with you I mean like compliance is really it's a really funny thing especially in this space because since this space is so brand new it's kind of like hey you know we can kind of do whatever we want, well not really though. There are still some terms this does some like rules that you still have to kind of follow. You can't just it's not an open playing field right.
Jason Saltzman: Yeah that's right. we've seen that evolve like a year ago when ICOs are first coming on scene everyone would say well I can do this because somebody else did it but would say no and we were always like the party poopers. Yeah say no. Guys you got to be careful here. And so now we've seen it evolve. to.
Manseeb Khan: No I absolutely agree with you I mean it's very important like you did mentioned on the top the episode that like you guys work with these companies well you guys aren't here to hinder their innovation, you're not here to hinder their technology, you're not here to hinder anything whatsoever. You're just making sure you guys aren't navigating through the right waters make sure like OK there's a storm coming. Your kind of carefully veer left a little bit because you know we want to stay away from that. Right. Exactly. Yeah. And that's very important I mean I don't think like you mentioned. I think I think people and companies are slowly understanding that now. Right. That you guys can work alongside of them that this change is not a radical cut from the old world it's that it's more of a hybrid. Yes, you can work together to kind of create something amazing.
Jason Saltzman: Correct and because we have gained a lot of experience with the challenges that the entrepreneurs have faced with the current regulatory regime and we're able to take our stories that we hear from our clients and together with other industry participants like the NCFA and others be you know be part of a community we can have an open dialogue with the regulators and who very much want to hear from all of us. Absolutely. And they've said many times they want to work and listen to what people have to say and see you know maybe they can do something that's better. So, you know I think we're still in the early innings of where this is going to go from the regulatory point of view. But I think there is definitely a movement toward something that makes more sense yes for the industry.
Manseeb Khan: It's actually it's kind of funny because you think that the regulators are not as open to have a conversation with many of the entrepreneurs. With many of the law firms, with many of the people that are in the space but they're they sure do a lot of events. They come, they speak if you have any questions, I feel free to come by and by all means we'll sit down with you. They'll understand your problem why where you're coming from and then we'll try to work with you and then talk about OK well this is kind of the red tape is or this is why we can't kind of do this. Yeah. Because yeah, we don't know X Y and Z which it’s is hilarious since that was pretty funny. So, I'm going to shift gears a little bit we did very early on in the show we talked about smart contract was probably the very early topic we ever talked about. Since I am speaking to another lawman what would it. What is your take on smart contracts and or what would what do you need to see to for Gowlings to kind of take on a more of a smart contract initiative?
Jason Saltzman: Yeah, I mean we're certainly open to it. We see that that's where the world is going there's going to be more and more smart contracts coming so you know we'd like to try to understand the technologies that are being proposed that would be formed the basis of that smart contracting question. So, we can assess as to you know the validity and the enforceability and how we will execute and where the pitfalls or risks may be with that contract. But we you know we're all over it and we are interested in learning about them and seeing how they'll be adopted in a more mainstream practice. Yeah for sure. Yeah. I mean you know traditionally law firms are like big steamships. They're hard to navigate and you've got to go through lots of bureaucracy. You know I think fortunately we have dedicated teams in this area who and the firm has invested in the area and is a believer in the area that we can move quicker when it comes to these new opportunities. But you know but like anything else we need to understand it but we have good news is we have like such a significant technology and intellectual property group with all kinds of engineers and computer scientists and people who are much smarter than me on technical technology then you know they can they certainly bring a lot of value to these kinds of companies.
Manseeb Khan: Yeah. No I mean I think it is incredible that you guys have actually decided to put actual manpower behind it because it's not just all talk it's kind of like now we actually have a team around it that are everyday there on top of it they're learning they're understanding it so they can come back to us is like hey this is how we're going to navigate this is the game plan for x y and z so you can kind of hit the ground sprinting which is it's pretty awesome.
Jason Saltzman: Yeah. And that's what's exciting about it. Actually, we like the team is just you know you know men and women are absolutely wonderful professionals who you know who really enjoy working with entrepreneurs in the innovation area.
Manseeb Khan: So, you do and at many of the events that you've been to the events that you sponsor, the entrepreneurs you have onboard that you've been talking to. I guess we'll be your best advice to them on how to set up a proper business structure when it comes to setting up partnerships because these are brand new founders right these are these are people that have an idea and they want to build something but they don't know how to build it so that they people like you. What's your best advice to these people?
Jason Saltzman: And that's a great question. Like in many cases you know we come across entrepreneurs who have a great idea and then I'll say OK. Like what. You have a business structure yet and they say no and we say OK well that's great because you know we always want to know who are clients going to be is going to be the individuals are going to be a company that already exists and who's involved and you know we have very strict know your clients procedures under the law society before we take any went on. So, it's always good to know who we're dealing with. And in cases where it's just an individual. The first thing we generally advise the individual when we take them on is OK. Do you want to set up as a partnership or are you doing this alone? Or you're doing want to do this to a corporate vehicle? And there are many different reasons why you would choose one thing over another sometimes it's tax driven sometimes it's jurisdictional be driven and whatnot but you know the simplest form is we generally advise setting up a either you know on Ontario or a federal company put a little you know get a name for the company so you have an account of your identity and whatnot and that company gives the entrepreneurs you know some advantages in terms of you know mostly a lot of entrepreneurs set up through a company so they have personal. So, they don't have personal liability and exactly how they can sort of have you know limited liability through their company and then the company can go ahead and do things and whatnot. Generally, when there is more than one founder or entrepreneur involved in a business then when the company is incorporated, they both become shareholders or could be more than two. But however, many there are some shareholders and then we assist in putting together like a shareholders agreement which basically governs how the shareholders operate amongst themselves and you know basically no one person can sell his or her shares unless the other one has the first opportunity to buy them. And because you need to know who your partners are you can just go ahead and set up a company and then sell your shares and not exactly leaving the others with partners that they didn't desire.
Manseeb Khan: And or not know right. Just like Wait who's Greg.
Jason Saltzman: That's right. Yeah. So, we assist with every aspect of from the incorporation to the organization of the company to setting up the shareholder agreement. But then also you know what's the next step for that company it is raising equity before you do like an ICL or something like that. So it may be you go to some friends and family investors and we assist with the documentation and ensuring that the business when it's selling the equity is complying with securities law has a prospectus exemption and that kind of thing and then you know we'll help with the various rounds and if there is an opportunity to do an ICO then will advise about that as well. And you know as I said how to do it in a compliant way and as the company grows there's different opportunities whether it's a merger and acquisition buying another company, or you know maybe it goes public. And we saw some blockchain technology companies go public. In fact, our firm acted for the first one and quite a few years ago and sometimes we see these structures like in a reverse takeover where they know they don't just go public by an IPO, but they get acquired by a public shell company and a share deal. So, we certainly can advise and all of that stuff too right.
Manseeb Khan: So ideally you want to make sure you from the jump gets set up so you can if you're going to be going to go public get built. So, you can become public.
Manseeb Khan: Yeah absolutely right. Because there's a lot of work that goes into becoming public whether it's and the habits form early right. Yeah like you know entrepreneurs and I work with many of them and you know usually things happen so fast in an entrepreneurial world which is great. But sometimes that's the corporate records and financial statements and things like that lag a bit. So, there's always you know everybody sort of has to you know get their act together quickly to be in a position to go public. But certainly it's never too early to develop those good habits and have records in place and that's everything from you know if you're taken on employees, have in your employment contracts having your IP protected having you know at any if there's any dispute settling all of those in advance and whatnot because if you get if you wait too late to the end of the go public process and things come out of the woodwork and that's going to get in the way of your plans.
Manseeb Khan: So, you did talk about how. OK so now we have a business structure right. We know not we know how we want to get a built. Now the next step is say raising money right. We can take it a traditional way where we can talk to VCs. We can go to the hedge fund guys. We can go to some of your old friends a Bay Street 100 percent but say if take it we want to be on this new wave, we want to raise money through peer to peer through crowdfunding. We'll be your best advice to companies if they're are considering taking that route. So, they are 100 percent compliant?
Jason Saltzman: Yeah that's a great question and I'm sure it's one that's on the top of every entrepreneur's mind is where's the money going to come from. And you know there are only so many you know friends and family members that are you know that you're that you want to take money from.
Manseeb Khan: Mom is only going to give you so much money.
Jason Saltzman: That's right. So. So let's talk about crowdfunding first. Crowdfunding is actually very exciting. I mean it's something that really burst on the scene probably about five years ago or so and you know there are there are some great crowdfunding platforms and portals that that are available that help companies raise money in different ways using you know in a compliant way in Canada using existing exemptions. Some of these platforms are you know I've known for quite a long time there are different exemptions that they use whether it's the accredited investor exemption, where they seek money on their platform from credit accredited investors only which is you know it's a more limited market in the sense that there are only so many accredited investors who are in the world or in Canada who are willing to invest. But you know the benefit of going to those types of investors on a platform is that it's quicker and easier and there's fewer information that you need to provide and less information that you to provide. On the theory that an accredited investor has enough money that he or she can afford to lose it and can take care of him or herself. But you know there are some other exemptions that the platforms use. There's the offering memorandum exemption the offer memorandum exemption unfortunately varies by province because in Canada we don't have a national securities regulator as I'm sure many of your listeners know. So, we're fragmented and have to deal with it on a you know by complying with the patchwork of the different provincial regulations. The good news is there is some harmonization but we're not quite there yet. We're moving in that direction but the offer memorandum exemption like in British Columbia you can give a British Columbia an investor on a platform just an offering memorandum and a risk acknowledgement form and they can invest whereas in Alberta and Ontario and some of the other provinces you give them an offering memorandum and a risk acknowledgement form. But there are limits imposed on the investment based on the net worth of that investor of course. Basically, anybody can invest up to ten thousand dollars in those provinces but then there's a concept of an eligible investor which you don't quite meet the high standard of accreditation that at the credit investor would. But you meet sort of a lower test and then you. But then you can only invest up to 30 thousand dollars or maybe 100 if you get a letter from your broker or whatnot and then the offering memorandum itself. There's some work that goes in in drafting it it's basically got to contain you know full information about your business it can't contain a misrepresentation but one of the big challenges for a small company that wants to use that exemption is that you also have to have audited financial statements put in that offering memorandum which for a small company paying an auditing firm is not a good use of your resources. Not at all no. Yeah. So. So that's sort of a challenge with the current use of that exemption. There's also a crowdfunding exemption that the regulators had come up with specifically dedicated to use on these crowdfunding platforms. It hasn't really been popular because there were you know pretty tough restrictions on the ability to advertise the investment. So, no one has really been using that, but the good news is this is an example of the regulators listening to the industry and they've come back with some new proposals that the industry is now considering and maybe we'll move into something a little bit easier there. So but there are some as I mentioned there are some great platforms that are sort of using all of these exemptions and they've set it up to assist in the drafting of your offering memorandum and assistant navigating the different exemptions and the different provinces and they're registered as dealers to enable to operate. I'd recommend looking into some of these platforms and seeing if that. Would be an option for your company because they exist and some of them are doing quite well. As far as robo and ICOs and what not. I mean robo advising is not a way to raise money but it's a way to. It's a way to get involved and invest your money in it. Certainly, there are some great sites out there that too. It's certainly marketed a lot and whatnot and they have all the registrations they need, and they seem very interesting and whatnot and then on the ICO side I mean ICOs. What's interesting about that for a company is as I mentioned earlier it's non-dilutive. You're not selling equity in your company you're selling a token. Token might have some kind of functionality could be used on the platform. Could you know value could go into that token which could later be sold on an exchange and what not. But there are challenges because there aren't any recognized exchanges right now. So, I think we're past the point of debating whether to token itself as a security or not. I think the regulators have become quite clear that a lot of people think that the regulation isn't clear. But I would tell you it is that the regulators take the position that that in most cases these tokens are securities under established common law tests and therefore you need to sort of comply with the same exemptions that I mentioned earlier. Yeah or do a public offering under a prospectus but where no one's quite taken that leap as of yet in a successful way. But the idea would be that if you navigate the exemptions then you can do it and there are some token companies that have received that do use exemptions and have seen have received relief and they're operating in a compliant way. But then what do you do with your tokens How do you trade them on an exchange that's not recognized yet. So, I think we're early days and, in the industry, still I think there'll be a time when all that gets flushed out . Yeah. When there will be exchanges that rate whether it's existing exchanges that have added crypto to their business or new crypto exchanges that have gone through the regulatory process I think we are going to get there because there's no stopping the desire on the part of the industry to move in that direction.
Manseeb Khan: No, I absolutely agree with you. So, before we wrap this up. My last question to you would be aside from all the amazing as we talked about write robo advising, smart contracts, blockchain in a law. Bay street. What are you most excited about in the space?
Jason Saltzman: Yeah, I mean I personally just love the ideas and working with the people and the entrepreneurs and you know let's face it. You know I'm getting a little bit older and it's fun to me you know some real bright entrepreneurs that have amazing ideas that you know open up a new world and you know for us it's you know for me personally it's working with people and learning new things. So, to be in an industry where it's all about innovation and new things and you know moving from the old ways of doing things and things that are disruptive, I mean that's to me that's exciting.
Manseeb Khan: That's I mean that's awesome. So, Jason thank you so much for sitting down with me today. And super excited to have you back on.
Jason Saltzman: Pleasure this was this was great. And yeah. Again, thanks again for the opportunity. Cheers.
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End of Podcast
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