US securities and regulatory law for European companies and their investors, advised from Zurich by a New York-admitted lawyer.
US law follows the money. An offer of shares to one investor in the United States engages the Securities Act of 1933, and unless the offer is registered the issuer needs an exemption, whatever its place of incorporation. A US customer, or a payment cleared in dollars, can bring a transaction within OFAC's reach. A first US hire raises entity, tax and employment questions. European and Swiss companies meet US law long before they open a US office.
Our work sits on the federal layer and, where a matter calls for it, on New York law: private placements to US investors under Regulation D, on Rule 506(b) or Rule 506(c), with the Form D notice filing, the bad-actor screen and accredited-investor verification where Rule 506(c) applies, and offers outside the United States under Regulation S; the points at which US investor documentation meets a European shareholders' agreement and has to be rebuilt in the local company law; Delaware flips and US holding structures, with US corporate and tax counsel for the US steps; OFAC exposure, including the 50 Percent Rule (an ownership test, with no control limb), and export controls under the Export Administration Regulations; and, for fintech and crypto firms, the US market-access perimeter, meaning FinCEN money-transmission registration (with state money-transmission or virtual-currency licensing, such as New York's BitLicense, assessed with US counsel), the SEC/CFTC line for tokens and platforms, and the federal payment-stablecoin framework under the GENIUS Act (Public Law 119-27, signed 18 July 2025). The GENIUS Act takes effect no later than 18 January 2027 and sets conditions for foreign issuers whose stablecoins are offered in the United States. Market-structure legislation, the CLARITY Act (H.R. 3633), passed the House in July 2025 and cleared the Senate Banking Committee in May 2026; on 15 September 2026 the Senate rejected cloture on the motion to proceed (49 to 50, with 60 votes required), a procedural vote, so as at 26 September 2026 the bill remains pending in the Senate and is not law.
US collectors and family offices buying in London or Switzerland, storing works in a Swiss customs warehouse, financing a collection or moving works between jurisdictions bring a different set of questions: the English-law or Swiss-law purchase contract, the New York-law loan and the law that governs the lender's security where the work is, the Swiss cultural-property declarations and the US entry. Our Art Law practice handles them; see our client update on US collectors buying art in Europe.
We advise on US federal law and, where a matter calls for it, on New York law from Zurich. The law of other states, litigation and matters requiring counsel of record are handled with US counsel engaged for the matter.
Four points of contact with US law. Jurisdiction: United States (federal and New York law advised from Zurich; the law of other states with US counsel).