On February 22, 2023, a federal judge in the Southern District of New York issued a first-of-its-kind order allowing a securities class action lawsuit to proceed against the issuer of non-fungible tokens (“NFTs”) on the grounds that the NFTs are securities for purposes of federal securities laws. Friel v. Dapper Labs, Inc. et. al., Case No. 1:21-cv-05837-VM (S.D.N.Y). NFTs are digital tokens, frequently associated with digital content, for which ownership of the tokens is recorded on a blockchain. The order was issued in the context of a lawsuit against Dapper Labs, the creator and issuer of NBA Top Shot “Moments.” Moments are digital video clips of NBA game highlights and their associated NFTs minted by Dapper Labs. Moments are offered and sold on Dapper Labs’ proprietary digital platform, validated on Dapper Labs’ private blockchain (the “Flow Blockchain”) and trade on a secondary marketplace controlled by Dapper Labs. The lawsuit claims that Moments are securities and Dapper Labs offered and sold those securities in violation of the registration requirements of the federal securities laws. Dapper Labs filed a motion to dismiss the lawsuit, and the court rejected the motion, concluding that Moments are securities.Continue Reading A Closer Look: Federal Court Concludes that Certain NFTs May Be Securities: Preliminary Determination in Ongoing NBA Top Shot Litigation
Advising clients on a broad range of corporate and securities matters, Charlotte May regularly handles capital markets transactions, mergers and acquisitions, and general corporate governance, securities disclosure, and compliance issues.
Charlotte represents a wide range of corporate clients with particular experience in the financial services and life sciences industries. She assists clients with respect to various transactional matters, including primary and secondary registered offerings, private placements, exchange offers, tender offers, mergers and acquisitions, FinTech partnerships and acquisitions and similar matters. She also advises various public companies in the preparation of SEC periodic reports, proxy statements, beneficial ownership reports, public company disclosure and on other securities law and stock exchange compliance matters. Charlotte also counsels public companies on a variety of corporate governance matters, including board and committee composition, FinTech governance and organization, environmental, social, and corporate governance (ESG) matters, internal and disclosure controls, insider trading and similar matters.
Charlotte’s recent pro bono work includes advising Humane Rescue Alliance in its acquisition of St. Hubert’s Animal Welfare Center and advising Kitty of Angels, Inc. in its formation as a California nonprofit and 501(c)(3) company. She is also a board member for Kitty of Angels, Inc. In addition to her work at Covington, Charlotte:
- Acts as the Co-Chair of the American Bar Association’s Women in M&A Subcommittee, which focuses on the participation, promotion, and retention of women in the M&A field
- Frequently speaks and publishes on topics in M&A for the American Bar Association and is a producer for the ABA Business Law section’s webinars for M&A.
- Served as a Attorney Working Group Leader on the American Bar Association M&A Market Trends Subcommittee Public Target Deal Points Study
- Served as a Study Leader for the American Bar Association’s M&A Market Trends Subcommittee Deal Points Study on Carveout Transactions.
Charlotte was a judicial extern for Hon. Judge Consuelo B. Marshall, U.S. District Court, Central District of California prior to joining the firm.