Kasia Parecki

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Kasia Parecki

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2018-19 Technology Editor, 2017-18 Senior Editor, 2017 Contributor

Kasia is a fourth-year student at the University of Denver Sturm College of Law pursuing a joint JD & LLM in Tax. She is a graduate of Boston University where she earned a Bachelor of Arts in International Relations and a Master of Education in Policy, Planning and Administration. Additionally, she completed a graduate certificate in Database Design and Administration at the University of Denver.

Kasia completed the first two-and-a-half years of law school in Denver Law’s evening program. Her prior professional experience is in higher education where she has nearly a decade-and-a-half of experience in enrollment management and financial aid advising and management. 

Kasia has gained a variety of legal experience in law school, including: working in the in-house legal department at TTEC, the tax group at Fox Rothschild, as a professor’s research assistant, and as a contract analyst with a start-up. Most recently, she spent the summer working at Alvarez & Marsal in the compensation and benefits group. Kasia also worked with two tax clinics last year – providing tax advice to student attorneys in the Community Economic Development Clinic and working with clients in the Low Income Taxpayer Clinic. In January, Kasia and her partner won the LLM Division of the 2019 ABA Law Student Tax Challenge.

In addition to her involvement with The Race to the Bottom, Kasia is an Associate Editor with the Denver Law Review. She recently published an article in the Denver Law Review Online analyzing the Supreme Court’s decision in Murphy v. NCAA, upholding New Jersey’s regulation of sports-betting in violation of (a now-unconstitutional) federal law under the principles of the anti-commandeering doctrine.

In her free time, Kasia enjoys gardening, hiking, snowboarding, and otherwise enjoying the Colorado outdoors.

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Student and Faculty Blog of University of Denver Sturm College of Law
Private Equity Firm Sues Alleging Dilution of its Interest through a Sham Offering

Tygon Peak Capital Management, LLC (“Tygon Peak”), a private equity firm, filed suit in Delaware Chancery Court against Voice Comm, LLC (“Voice Comm”) and its ownership group alleging breach of contract, unjust enrichment, breach of the covenant of good faith and fair dealing, deceptive trade practices, and defamation. (Verified Complaint, Tygon Peak Capital Management, LLC v. Mobile Investments Investco, LLC, No. 2019-0847 (Del. Ch. Oct 24, 2019)). The defendants in the suit include Voice Comm’s parent company, Mobile Investments Investco, LLC (“Investco”), the other firms that invested in Investco, and the individuals in charge of these investment companies who also sat on the boards of Investco and its subsidiaries. Id. Tygon Peak owns 100% of Investco’s Class A Units and 6.8% of Investco’s Class B Units and has a seat on Investco’s Board of Managers (“Investco’s Board”). Id. The suit arose after negotiations broke down over a potential buyout of Tygon Peak’s Investco stock. (Leonard, Bloomberg Law).

SEC Issues Final Rules Extending “Test-the-Waters” Provisions to All Companies

Starting in December, large companies will be able to gauge investor interest in their potential initial public offering (“IPO”) in the same way smaller companies already do. (Ramonas, Bloomberg Law). The U.S. Securities and Exchange Commission (“SEC”) recently voted 5-0 to adopt new regulations under Rule 163B of the Securities Act of 1933 (“Securities Act”), which extend the rule’s “test-the-waters” provisions from emerging growth companies to all companies considering an IPO. (Id.) The ability to gauge institutional investor interest in a potential IPO will help companies better tailor the size and terms of their offerings to the demand of the market and allow companies to avoid the costs of pursuing an IPO if the interest is simply not there. 

Facebook-Backed Libra Cryptocurrency Receives Regulatory Scrutiny

Libra is a forthcoming cryptocurrency offered by the Libra Association, a Swiss non-profit formed by 28 investors, including Facebook’s subsidiary Calibra, Visa, Mastercard, and Uber. Each investor pledged $10 million to the project. (Murphy & Bond, Financial Times).  Since the announcement of the coin in June, Facebook has been Libra’s principal cheerleader. (Id.)In that time, Libra has faced criticism over regulatory concerns, and even its claim of being a cryptocurrency. Libra is unlike other cryptocurrenciesin that the Libra Association will have authority over the coin. Where other cryptocurrencies have decentralized blockchain ledgers and are not issued by a central authority, the Libra Association will issue Libra and validate Libra-coin transactions. (Canellis, NextWeb).

SEC Releases Framework for “Investment Contract” Analysis for Cryptocurrencies

The Strategic Hub for Innovation and Financial Technology (“FinHub”) of the Securities and Exchange Commission (“SEC”) released a framework for analyzing whether a contemplated sale of cryptocurrency, or tokens, is an “investment contract.” (FinHub Staff, SEC). The Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”) both include investment contracts in their definition of securities. (15 U.S.C. §§ 77b(a)(1); 78c(a)(10)). If a cryptocurrency meets the requirements of an investment contract, it is a security subject to registration and regulation under the Securities Act and Exchange Act. The framework released by the SEC applies existing legal precedent to the cryptocurrency context. (FinHub Staff, SEC).

What is Blockchain?

Best known for its role in the rise of cryptocurrencies like Bitcoin, blockchain is a revolutionary technology that has the potential to transform how business transactions are conducted. For now, blockchain is primarily applied in digital financial transactions, like cryptocurrencies, but it presents a lot of opportunities for a wide variety of industries—from home entertainment to real estate to contract drafting —and beyond. This short article offers a brief introduction to blockchain, provides insight about its current uses, and summarizes some future applications.

SEC v. Riel: Summary Judgment & Default Judgment Granted

In SEC v. Riel, No. 5:15-CV-1166 (MAD/DEP), 2017 BL 342140 (N.D.N.Y. Sept. 27, 2017), the United States District Court for the Northern District of New York granted in part and denied in part the Security Exchange Commission’s (“SEC”) motion for summary judgment against Charles Riel III (“Riel”), and granted the SEC’s motion for default judgment against REinvest, LLC (“REinvest”) (collectively “Defendants”), for Defendants’ violations of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933 (“Securities Act”), and Riel’s alleged violations of Sections 20(a) and 20(e) of the Exchange Act, and Section 15(b) of the Securities Act.

No-Action Letter for Dorian LPG Ltd. Permitted Exclusion of Duplicative Rights Plan Proposal

In Dorian LPG Ltd., 2017 BL 229502 (June 29, 2017), Dorian LPG Ltd. (“Dorian”) asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a shareholder proposal submitted by SEACOR Holdings Inc. ("Shareholder"), requesting Dorian amend its bylaws to require shareholder approval prior to the adoption of any rights plan and to require the redemption of rights issued under existing rights plan. The SEC issued the requested no action letter allowing the exclusion of the proposal under Rule 14a-8(i)(11).

The Director Compensation Project: American Airlines Group (AAL)

This post is part of an ongoing series that examines the way stock exchange independence rules relate to director compensation. We are for the most part including companies from 2017’s Fortune 500 and using information found in their 2017 proxy statements.

NASDAQ and the NYSE have similar rules with respect to director independence. NYSE Rule 303A.01 requires that each listed company’s board of directors be comprised of a majority of independent directors. A director does not qualify as “independent” if he or she has a “material relationship with the company.” NYSE Rule 303A.02(a).

In Re Hedayati: Cease-and-Desist Proceedings against Nema Hedayati

In In Re Hedayati, Securities Exchange Act Release No. 80238 (admin proc Mar. 14, 2017), the Securities and Exchange Commission (“SEC”) issued an order instituting public administrative and cease-and-desist proceedings against Nima Hedayati (“Hedayati”) for alleged violations of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder. In anticipation of the proceedings against him, Hedayati submitted, and the SEC accepted, an Offer of Settlement (“Offer”), in which he neither admitted nor denied the allegations.