Fenwick’s Ran Ben-Tzur, Michael Brown and Mark Stevens Named Dealmakers of the Year by The American Lawyer

By: Ran Ben-Tzur, Michael A. Brown, Mark C. Stevens

Corporate partners Ran Ben-Tzur, Michael Brown and Mark Stevens have been recognized by The American Lawyer as Dealmakers of the Year for their work representing Coinbase in its pioneering direct listing on the Nasdaq Global Select Market. This prestigious award honors practitioners across the U.S. who have played a pivotal role in the year’s most notable and innovative transactions.

Ben-Tzur, Brown and Stevens spoke with The American Lawyer about Coinbase’s path to successfully becoming the first major crypto company to go public and the first technology company to go public through a direct listing on Nasdaq.

Representing a company whose goal is to disrupt financial systems—both for its customers and for itself—presented a series of challenges and opportunities throughout the IPO process. “The fact that it was the first major direct listing on Nasdaq only added to the pressure,” noted The American Lawyer in its profile of the dealmakers.

The Coinbase and Fenwick teams formulated unique strategies to ensure a successful listing, while remaining true to Coinbase’s commitment to transparency and its dedication to increasing economic freedom. A pioneer in the crypto industry, Coinbase “didn’t have any directly comparable public companies they were patterning themselves after,” Stevens told the publication. “That’s the nature of the practice in the Valley.”

To facilitate price discovery, Fenwick helped Coinbase undertake a multifaceted approach toward investor education, involving meetings with institutional investors as well as releasing its transfer restrictions and administering a secondary trading program for its stockholders.

In keeping with Coinbase’s ethos of democratizing finance, it wasn’t satisfied with going quiet during the registration process, wrote The American Lawyer. “The hard-and-fast rule that you’re limited in what you can say didn’t work for a company like Coinbase,” added Brown.

The company hosted a first-of-its kind Ask Me Anything session on Reddit to ensure equal access between retail and institutional investors. This new form of investor education required creative thinking by the Fenwick and Coinbase teams to ensure it fit within U.S. securities law framework.

In another unique move, Fenwick and Coinbase incorporated certain “easter eggs” into the filing, such as including Satoshi Nakamoto, the pseudonym for the developer of bitcoin, on the front cover. As a remote-first company, Coinbase also chose to forgo listing a headquarters, making it the first company to specify in its S-1 filing that it does not maintain a headquarters.

Describing the “atypical” SEC review process, The American Lawyer wrote that “it didn’t take long for the Fenwick team to get on a first-name basis with the SEC examiner handling the matter, calling every day to keep things moving along and educating regulators along the way about the ins and outs of the rapidly evolving crypto industry.” Adding that “with the SEC’s blessing, the listing went off without a hitch.”

Coinbase Vice President and Deputy General Counsel Juan Suarez praised the listing as a validation of the maturation of both the company and the crypto industry. “It wasn’t that long ago that there were people in the government who thought this technology was at best a joke and at high risk of being illegal in lots of different ways,” he said.

“Fast forward six or eight years later, to then have one of the biggest listings in the history of NASDAQ, it’s just a hell of a journey.”

To read the full profile, click here.

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