To the Extent That...

Host Gary J. Ross talks with Chris Harvey, Managing Partner at Harvey Esquire and a prolific LinkedIn contributor, about three bipartisan bills pending in Congress that could reshape the VC ecosystem: the Equal Opportunity for All Investors Act (HR 3339), which would create an exam-based path to accredited investor status; the Improving Capital Allocation for Newcomers Act (HR 4431), which would raise Section 3(c)(1) fund limits to 500 investors and $50 million; and the Venture Capital Advisor Flexibility Act (HR 4429), which would increase the allowable percentage of secondaries and fund-of-funds investments for exempt reporting advisers.

Join us to celebrate the federal trial bench and to hear from Chief Magistrate Judge Willie Epps, Jr., of the US District Court for the Western District of Missouri, as he describes his path from Natchez, Mississippi, to public service as a Judge Advocate and Captain in the US AirForce JAG Corps, and then as Assistant Special Counsel-US Department of Justice in the Waco Investigation – and then to solo practice, big firm practice, and head of litigation for a leading financial services firm. Judge Epps offers his insights on how each of these positions contribute to who he is a judge today, and shares practical tips on how to have a good day in his courtroom.

Join us to celebrate the federal trial bench and to hear from Magistrate Judge Gina Simms, of the US District Court for the District of Maryland, as she describes her path first in public service, including a judicial clerkship, and some seventeen years as an Assistant United States Attorney in the District of Columbia and Maryland and as an Associate Independent Counsel tasked with investigating a former Cabinet secretary – and then in private practice for six years, where she continued to work on criminal and civil compliance and enforcement matters. Judge Simms shares her thoughts on how to have a good day in her courtroom, and what missteps to avoid.

In Episode 7, host Jordan L. Fischer, Esq. interviews Representative Stephanie Scialabba, a state representative in the Commonwealth of Pennsylvania, who is using her experience in her prior career as a practicing attorney in data privacy and cybersecurity to advance the privacy rights of Pennsylvanians and create realistic solutions for evolving issues. In this episode, Representative Scialabba discusses her perspective on the legislative process around technology, privacy, and how she is approaching such a fast-paced and highly influential area of the law. For more information on Representative Scialabba, visit: https://www.repscialabba.com/. To contact our host, Jordan L. Fischer, Esq., regarding this podcast or to inquire into becoming a guest, please contact Ms. Fischer at jordan@jordanfischer.me.

Host Gary J. Ross speaks with Ruth Jin, Partner at Mintz Levin, about GP-led secondary transactions, in which a general partner of a fund initiates a sale of one (or more) of its portfolio companies to a new fund, called a continuation vehicle (CV), which is typically managed by the same GP. Ruth describes the setting up and marketing of the continuation vehicle, and the options given to the current fund’s limited partners. Gary and Ruth spend significant time on the conflict of interest issues, and how they are mitigated. Ruth also touches on the necessary disclosures that must be made in the CV’s offering documents.

Host Gary J. Ross speaks with Erik Syvertsen, Chief Legal Officer of AngelList. After a brief introduction, Erik starts off the chat by outlining some of AngelList’s key offerings, including SPVs, Rolling Funds, and Roll Up Vehicles. Gary and Erik then go into how AngelList funds tend to be structured, as well as how AngelList navigates regulatory concerns such as general solicitation and the investment adviser and broker-dealer rules. The episode concludes with a conversation about regulatory trends affecting the platform and the broader venture capital ecosystem, including potential initiatives to expand VC access to retail investors.

Stephen Lawrence and Thomas Thompson both sat in prison, holding the proverbial keys to their own cells, for years on end. One was alleged to have stashed assets in an offshore trust before filing for bankruptcy; the other was alleged to have stashed the golden spoils of a shipwreck beyond the reach of creditors. Joined by Professor Christopher Hampson and Mac VerStandig, Judge Gunn explores two cases where people seemingly valued riches over freedom, and how those cases yielded two of the longest stretches of civil incarceration in modern American history.

In this episode, Judge Elizabeth Gunn is joined by attorneys Abigail Ryan and Jason Binford to discuss the astonishing saga of a relentless debtor who turned the bankruptcy system into his personal battlefield. It began when Abigail Ryan’s client needed to evict a tenant for unpaid rent. But instead of leaving quietly, the tenant filed for bankruptcy, halting the eviction and launching a wave of litigation. As Abigail and Jason soon discovered, he was no stranger to this tactic, filing bankruptcy petitions on the eve of evictions, contempt hearings, and other legal trouble to stall proceedings and frustrate creditors. After exhausting his welcome in state court, where he was declared a vexatious litigant, he shifted to federal court, flooding dockets with motions, adversary proceedings, and procedural maneuvers. Join them for a riveting exploration of legal strategy, courtroom battles, and the fight to protect the integrity of the bankruptcy system from serial abusers.

This is the second of two episodes with MIT Professor David Mindell. In these conversations we are exploring the detailed realities of "human in the loop" systems. In the first session we learned about the Apollo Program's lunar landing control system. In this episode we are going to explore a contemporary human plus computer control system failure involving a US Navy warship. We will be looking at a collision in the Singapore Strait in the pre-dawn darkness of August 21, 2017. The National Transportation Safety Board, or NTSB, determined that the causes of the collision between the destroyer USS John S McCain and the tanker Alnic MC included a lack of effective operational oversight, insufficient training, and inadequate bridge operating procedures. Also contributing to the accident were the McCain bridge team’s loss of situational awareness and failure to follow steering loss emergency procedures.

In Episode 6, host Jordan L. Fischer, Esq. interviews Rachael Pashkevich Koontz, Associate General Counsel of cybersecurity and data protection for a large U.S. Government Contractor in the technology space. Rachael provides key insight into her unique role as an in-house cyber attorney, and the day-to-day role she plays in shaping the cyber policy and approach within her organization. Rachael and Jordan discuss how the cybersecurity industry is changing, and how that has made in-house advising on cyber more dynamic and impactful across the business and its operations. For more information on Rachael Pashkevich Koontz, visit: https://www.linkedin.com/in/rachael-pashkevich-koontz-esq-8915ba48/. to contact our host, Jordan L. Fischer, Esq., regarding this podcast or to inquire into becoming a guest, please contact Ms. Fischer at jordan@jordanfischer.me.

Welcome to To the Extent That, presented by the ABA. Today’s From Boardroom to Courtroom features Kurt Wolfe—a Partner in Quinn Emanuel’s SEC Enforcement group, former in Securities co-host, and adjunct securities law professor at the University of Richmond. We’ll discuss the SEC’s landmark Stable Road / Momentus enforcement, examine newly minted SPAC accounting and disclosure reforms, and explore the surprising 2025 SPAC resurgence.

This case concerns the consequences for debtor misconduct in a Chapter 13 case. The Chapter 13 debtors, Marcus and Amanda Purdy, sought court approval to take out a mortgage to purchase a home, but the court denied the motion to incur debt and the debtor’s motion to reconsider the ruling. Undeterred, the debtors moved forward with obtaining a mortgage to purchase the property, providing a letter to the mortgage lender on the Chapter 13 trustee’s letterhead which was later discovered to have been forged by Mrs. Purdy. When the Chapter 13 trustee discovered the forged letter, he moved to dismiss the debtor’s case with prejudice with a 15-year bar to refiling. The bankruptcy court ultimately granted the motion, dismissing the case and barring Mrs. Purdy from filing for bankruptcy for 10 years, and barring Mr. Purdy, who did not have knowledge of the forged letter, from filing for 5 years. The debtors appealed the order to the district court, which not only affirmed the bankruptcy court, but instructed the clerk to refer the matter to the U.S. Attorneys’ office for criminal prosecution. Mrs. Purdy was thereafter federally prosecuted for mortgage fraud, and in final tragic twist, the home purchased without bankruptcy court authorization wound up burning down a few months after it was purchased. Judge Gunn discusses the bankruptcy case, the appeal to the district court, and the collateral criminal consequences with attorney Landon G. Van Winkle and the U.S. Bankruptcy Administrator (“BA”) for the Eastern District of North Carolina, Brian Behr. Issues discussed include the investigative role of the Chapter 13 trustee and BA’s office into debtor misconduct, the role of local rules in bankruptcy cases, and the penalties debtors may face for violations of court orders in bankruptcy.

In this episode and the next one we are going to do something unusual. We will explore the adoption of sophisticated flight control automation and look for lessons that may apply to the adoption of AI-augmented systems. To help us understand these lessons, we are fortunate to talk with Professor David Mindell of MIT. He is the acclaimed author of numerous books in this area, notably "Digital Apollo - Human and Machine in Spaceflight." In this book he examines both the design of the flight controls for the vehicles that conveyed astronauts to the moon in 1969 and beyond and how the people were trained to use them. Dr. David Mindell is Professor of Aerospace Engineering and the History of Technology at the Massachusetts Institute of Technology. Professor Mindell has spent more than three decades researching the myriad relationships between people and machines and innovating to improve them. He is interested in human and machine collaboration; navigation and autonomy for transportation and mobility; ultra-wideband systems; history of aviation and spaceflight; and entrepreneurship.

Host Gary J. Ross speaks with Marc Fosse, partner in Seyfarth Shaw’s San Francisco office and a nationally recognized expert on executive compensation, about the landscape of employee equity compensation. Marc outlines the differences between stock options, restricted stock, phantom equity, and profits interests. Gary and Marc then discuss some of the tax and legal concepts relating to employee equity plans such as 83(b) elections, Alternative Minimum Tax (AMT), and 409A compliance. To close out the episode, Marc talks about common pitfalls when granting equity and offers practical guidance for early-stage companies on equity compensation.

The entertainment industry in the US, with revenues in 2022 of about 8.5 billion dollars, is only three hundredths of one percent of the 23.3 trillion dollar US economy. However, entertainment is far more important to society as a whole than the industry’s financials might suggest. In 2022 when large language models like OpenAI’s ChatGPT and Google’s Gemini began to show signs of prodigious capabilities in the entertainment domain, studios began to experiment with using AI in lieu of actors and writers. In response to the refusal by the studios to negotiate guardrails for the use of AI, the unions representing the writers and actors went out on strike and forced negotiations. The agreements concerning the status of generative AI that were instrumental in settling the strikes are a tremendously important step in establishing governance of AI in operational practice, at least for one industry. These agreements may hold important lessons for other industries. We are fortunate to have as our guest for this episode Louise Nemschoff, who practices entertainment and copyright law in Los Angeles. She represents a wide variety of parties in both domestic and international transactions.

AI is increasingly viewed as a potential co-creator of text, images, videos, music, and audio. However, in March of 2023 the US Copyright Office expressed the view that ‘copyright can protect only material that is the product of human creativity.’ In this episode Claudia Ray, a partner in the New York office of Kirkland & Ellis, a major law firm with a distinguished IP practice, discusses the important questions of intellectual property raised by the newly emerging artificial intelligence technologies, particularly large language models like OpenAI’s ChatGPT and Google’s Bard.

The debtor, a real estate contractor and developer, failed to cooperate with the chapter 7 trustee and engaged in aggressive tactics including suing the first judge presiding over the case leading to her recusal. In addition to the typical Bad Boys of Bankruptcy content, the panel explored the standards and ethical considerations surrounding judicial recusal, including the process for sua sponte recusal, the risks of seeking disqualification, and the related ethical rules. In addition to host Judge Gunn the panel included Judge Frank Bailey (ret.), Raychelle Ann Tasher, Ass’t U.S. Attorney (SD Fla.), with a special appearance by Judge Melvin Hoffman (ret.).

Ponzi schemes have persisted around the world even before the eponymous investment scheme of Charles Ponzi in the early 1920s. This case concerns a Ponzi scheme based on the purported sale of music that nobody really wanted, which was engineered by Ukrainian-American Volodimyr Pigida and his wife, Marinia Bondarenko. The scheme resulted in roughly $22 million in fraudulent proceeds. Pigida was ultimately convicted of 26 counts in a federal indictment, including conspiracy, wire fraud, mail fraud, and bankruptcy fraud, and was sentenced to 14 years in prison. In this episode, Judge Gunn discusses the bankruptcy case filed by Trend Sound Promoter, the company the couple used to perpetrate their fraudulent scheme, with attorneys Mark Stern and Rory C. Livesey. Issues discussed include how language barriers presented issues in the bankruptcy proceedings, how the trustee located assets to liquidate for the benefit of creditors (including victims of the scheme), and how the owners of Trend Sound Promoter were ultimately brought to justice.

Host Gary J. Ross speaks with Christopher Mirabile of Launchpad Venture Group about key legal terms in angel investing. Christopher, who is Chair Emeritus of both the SEC’s Investor Advisory Committee and the Angel Capital Association, as well as the co-founder of Serif Investor, offers a candid take on what matters most to angel investors, with a focus on pro rata rights and information rights. Christopher also discusses concerns with convertible notes and SAFEs, the importance of clear subscription instructions from company counsel, and how to balance protecting investor interests with giving founders the flexibility they need to lead.

Host Gary J. Ross discusses the potential benefits of incorporating in Nevada (and the correct pronunciation of the Silver State) with Rew Goodenow, a shareholder at Parsons Behle & Latimer in Reno, Nevada. Gary and Rew explore why more businesses are choosing to incorporate in Nevada. Rew highlights Nevada’s long-standing pro-business legal framework, tracing its evolution from 19th-century mining to gaming powerhouse to modern corporate law. Nevada’s beneficial business judgement rule, strong privacy practices, and simple filing process, all of which have made Nevada desirable, are also discussed.