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Michael Fluhr
Class Action and Complex Commercial Litigation Partner at DLA Piper
Professional Background
Michael Fluhr is a distinguished litigator renowned for defending both corporations and high-profile individuals in complex and multi-jurisdictional disputes. With a strong emphasis on consumer class actions, intellectual property (IP) cases, securities litigation, and corporate law, Michael has established himself as a thought leader in his field. His extensive expertise in emerging technologies, particularly in blockchain, digital assets, non-fungible tokens (NFTs), decentralized finance (DeFi), and cryptocurrency, uniquely positions him as a crucial advisor and advocate in modern legal challenges.
Having held esteemed positions at leading law firms, including being a Partner and Of Counsel at DLA Piper and a Partner at Squire Patton Boggs, Michael has cultivated a rich career that encompasses a diverse range of high-stakes litigation. His tenure at Jones Day as an Associate and experience working as a law clerk for the Federal Judiciary and Alaska Judiciary further solidify his comprehensive understanding of the legal landscape. This diverse experience enables him to maneuver effectively through the complexities of litigation, ensure robust representation for his clients, and address intricacies associated with cross-jurisdictional disputes.
Education and Achievements
Michael Fluhr's academic credentials reflect his commitment to legal excellence and interdisciplinary knowledge. He earned his Juris Doctor (J.D.) from the prestigious Harvard Law School, where he honed his legal skills and developed a keen understanding of various aspects of law. His undergraduate studies at Pennsylvania State University, where he obtained a Bachelor of Science (B.S.) in Physics, showcase his analytical capabilities and strong foundation in critical thinking.
In addition to his legal studies, Michael pursued coursework in Music Theory and Composition at the University of the Arts, illustrating his passion for the arts and creativity. This diverse educational background not only enhances his ability to tackle challenging legal issues but also informs his unique approach to problem-solving within the legal context.
Michael's contributions to the legal discourse are further illustrated through his work as co-author and co-editor of the seminal book 'Cryptocurrency and Digital Asset Regulation.' This significant publication delves into the intricacies of legal frameworks surrounding cryptocurrency and digital assets, further showcasing his expertise and commitment to staying at the forefront of technological advancements in the legal field.
Achievements
Michael's career is punctuated by numerous achievements that underscore his expertise in litigation and his commitment to his clients. His ability to navigate complex disputes and provide pragmatic solutions has earned him respect among peers and clients alike. With a proven track record of success in high-profile cases, Michael Fluhr consistently delivers favorable outcomes while maintaining the highest ethical standards.
Outside of his distinguished legal career, Michael is passionate about music. He dedicates his spare time to playing and making music, which not only serves as a creative outlet but also fuels his innovative approach to legal problems. Residing in North Beach, San Francisco, he enjoys the vibrant culture and culinary delights of the area, frequently engaging in 'carb loading', a tongue-in-cheek reference to his love for food and community. Michael's well-rounded interests between law and music reveal a dynamic personality that enriches his professional life and bolsters his creative thinking within the legal realm.
Highlights
📕 On February 6, 2024, the #SEC announced a new rule to define the definition of securities “dealer.” The rule has potentially concerning implications for #DeFi, #crypto, and #blockchain. Let's dive 🌊 in:
✔ For background, the Exchange Act and SEC rules subject securities “dealers” to comprehensive registration and other regulatory requirements. Section 3(a)(5) of the Exchange Act defines “dealer” to mean “any person engaged in the business of buying and selling securities . . . for such person’s own account” but excludes “a person that buys or sells securities . . . for such person’s own account . . . but not as part of a regular business.”
✔ The SEC claims that in recent years, market participants engaging in significant liquidity provision have not registered as dealers. The SEC notes this is particularly true for proprietary trading firms, which account for significant trading volume but may not engage in other types of dealer activities. The SEC claims a need to regulate such participants to reduce the difficulty and complexity for regulators to investigate, understand, and address significant market events.
✔ New SEC Rule 3a5-4 further defines what it means to be engaged in the business of buying and selling securities “as part of a regular business.” According to the new rule, a person is engaged in buying and selling securities for its own account “as part of a regular business” if that person “engages in a regular pattern of buying and selling securities that has the effect of providing liquidity” by either (i) “regularly expressing trading interest that is at or near the best available prices on both sides of the market for the same security and that is communicated and represented in a way that makes it accessible to other market participants” or (ii) “earning revenue primarily from capturing bid-ask spreads, by buying at the bid and selling at the offer, or from capturing any incentives offered by trading venues to liquidity-supplying trading interest.” The rule also excepts certain persons from the definition, most notably “a person that has or controls total assets of less than $50 million.”
✔ Commenters have noted that the rule might be held to apply to certain participants in the DeFi market who provide crypto asset securities liquidity, including AMM LPs. The SEC notice of final rulemaking acknowledges but dodges the issue, stating such a determination would require an analysis of the totality of particular facts and circumstances.
✔ This rule has added to the crypto industry’s growing concern over SEC attempts to regulate the crypto markets. The rule itself leaves unanswered questions about when LPs and similar DeFi participants might be considered dealers, subject to securities regulation. And it remains to be seen (if not doubtful) whether the SEC would approve any dealer registration applications for such DeFi market participants.
