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Yet, as noted earlier, given the early stage of the digital token market and token offerings generally, and the lack of bright-line guidance from the SEC and others, it’s not presently possible to say with certainty whether any token other than The DAO token is or is not a security. Silva reacted to the SEC guidance stating that even foreign-based platforms dealing in cryptocurrencies “must register as a national securities exchange or operate pursuant to an appropriate exemption.” What key steps must these platforms take to get an exemption? It allows for issuers to market and make a securities offering known to the public, but it doesn’t allow for indiscriminate sales to the public – the investors who participate still must be “accredited investors” within the meaning of Rule 501 under Regulation D based on the investors’ income or net worth, and the issuer must take reasonable steps to verify this. In fact, it’s quite the opposite and is often relied upon for the sale of preferred stock in traditional venture capital financings. While other jurisdictions, such as Switzerland, may have provided some guidance, that guidance may be based upon a particular type of token (such as Ether), and there may be uncertainty as to whether such guidance will continue to be applicable to tokens with characteristics that differ from that particular “test case” token.Essentially, using Rule 506(c) to conduct an ICO means selling tokens in much the same way an issuer would sell stock in a private financing (i.e., to “accredited investors” and not to the general public), while permitting some public disclosure of the offering Bitcoinist: How does this guidance impact the current ICO landscape? Query whether staff at the SEC may have connected with their counterparts in foreign jurisdictions in which token offerings are taking place and discussed these issues and whether those other jurisdictions are looking at what the SEC is doing and considering taking steps to follow suit.It is critical to remember that the token offering on which the SEC focused its enforcement action last week was an-“offshore” offering. Greater legal certainty also may attract reputable issuers wishing to attract capital from such sophisticated – and, often, well capitalized – token purchasers, while deterring token launches by those potential issuers that do not wish to comply with important investor-protection laws and wanted to market, offer and sell tokens to the general public (including potential purchasers who may be unsophisticated and inexperienced investors). – that may apply and should be carefully considered as well. There is a lot that the SEC has not yet addressed, including whether The DAO should have registered as an “investment company” under the Investment Company Act of 1940, as amended (the “’40 Act”), an area in which our investment management colleagues are focused.The DAO token offering was launched from Switzerland by a Swiss foundation, but it, nonetheless, was subject to U. securities laws and likely violated the rules and regulations of many, many jurisdictions. Thankfully for token investors, the SEC’s regulations are in place largely to protect you.However, Howey is an oldie, but a goodie – the Court recognized the inevitability of innovation in financial transactions, so it articulated a test that is intentionally designed to look to the underlying substance of any given instrument, not the form or the name.That means that even though digital tokens currently are not specifically named as one of the clear categories of securities expressly defined as securities under the Securities Act, the facts and circumstances analysis under Howey means that some digital tokens that look like “investment contracts” may be securities.

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This test included consideration of the parties’ motivation for entering into the transaction, whether there was a trading market for investment in the instrument, the expectations of the investing public, and whether there were other regulatory schemes applicable to instrument that could reduce risk to the buyer.Proving a negative is always a challenge, no matter the question, and the determination regarding whether a given token is Second, as discussed above, even if Howey might suggest a token is not an investment contract, the Reves “family resemblance” test might suggest a token is another type of security, and other existing or future U. Similarly, groups that raise funds to make investments in Ethereum could be issuing securities. The key question is: is the exchange truly a foreign exchange, or does it market into the United States or deal with U. The larger point that we’re trying to make here is that going “offshore” is not always a solution if U. persons can purchase in an offering or if there is potential for post-issuance trading of the securities to persons in the United States. As we understand it, some issuers had been launching digital token offerings outside the United States with the belief that, so long as a token was not classified as a security in the jurisdiction of its issuance, there was no need to comply with securities laws of other countries, including the United States.Ether tokens themselves, while traded and the subject of much investment and many investment contracts, are primarily designed to power the Ethereum blockchain, and in many ways function and look more like a commodity, like oil, than like a traditional security. federal laws are written: they generally apply to everyone in the world, with exceptions being available to the extent the person or organization in question doesn’t actually deal in the United States or with U. Also, it’s important to realize that the definition of “U. person” under Regulation S of the Securities Act (“Regulation S”) is a broad one and is not limited, for example, to U. Bitcoinist: Argon Group general counsel Emma Channing suggested that Regulation D’s Rule 506(c), which allows general solicitation on a private offering, provides an exemption for ICOs. Rule 506(c) under Regulation D of the Securities Act (“Regulation D”) is one of many potential safe harbors that may apply to a securities issuance. jurisdictions may themselves have no, or very little, definitive guidance regarding the classification of digital tokens or the treatment and requirements of digital token offerings, leaving offerings in those locations subject to similar risk as the United States.However, issuers that were paying attention to compliance with the legal requirements around tokens before this announcement often already knew, or should have known, that certain tokens should properly have been treated as securities, and either chose to conduct such token offerings as securities offerings in the United States or launched their token offerings in non-U. This is of course an absurd result, and as foreign jurisdictions begin to better understand what blockchain tokens are (i.e., a new technology, a new form for representing a set of rights, but not a universally new set of rights itself), we expect that they will begin issuing guidance that is relatively in line with the SEC’s report. Going offshore can also be fairly difficult as a practical matter.

Consider also that conducting an offering “offshore” (meaning completely outside of the United States) is harder than it looks. Among other things, this may trigger ongoing reporting requirements by the issuer under U. Beyond just choosing a launch jurisdiction – some of the more popular jurisdictions have included Singapore and Switzerland, but many others, including Gibraltar, Luxembourg, Cayman Islands, Malta and others are being used or contemplated – and finding experienced local counsel and other advisors in those jurisdictions to help structure the token offering and prepare relevant documentation, there are many other considerations: By providing some structure and acknowledging token offerings as a new capital-raising method, some – including venture, private equity and hedge funds, established large financial institutions and Fortune 500 companies, and accredited investors generally – may view the SEC’s statements as validating token offerings as a viable financing method and making it a safer space in which to invest. securities laws apply, there are also other bodies of law – money transfer laws, tax laws, consumer protection laws, corporate governance laws, etc.

Daniel Kahan is an Emerging Companies and Venture Capital lawyer and a member of Mo Fo’s Blockchain Smart Contracts Group.



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Yet, as noted earlier, given the early stage of the digital token market and token offerings generally, and the lack of bright-line guidance from the SEC and others, it’s not presently possible to say with certainty whether any token other than The DAO token is or is not a security. Silva reacted to the SEC guidance stating that even foreign-based platforms dealing in cryptocurrencies “must register as a national securities exchange or operate pursuant to an appropriate exemption.” What key steps must these platforms take to get an exemption? It allows for issuers to market and make a securities offering known to the public, but it doesn’t allow for indiscriminate sales to the public – the investors who participate still must be “accredited investors” within the meaning of Rule 501 under Regulation D based on the investors’ income or net worth, and the issuer must take reasonable steps to verify this. In fact, it’s quite the opposite and is often relied upon for the sale of preferred stock in traditional venture capital financings. While other jurisdictions, such as Switzerland, may have provided some guidance, that guidance may be based upon a particular type of token (such as Ether), and there may be uncertainty as to whether such guidance will continue to be applicable to tokens with characteristics that differ from that particular “test case” token.… continue reading »


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Yet, as noted earlier, given the early stage of the digital token market and token offerings generally, and the lack of bright-line guidance from the SEC and others, it’s not presently possible to say with certainty whether any token other than The DAO token is or is not a security. Silva reacted to the SEC guidance stating that even foreign-based platforms dealing in cryptocurrencies “must register as a national securities exchange or operate pursuant to an appropriate exemption.” What key steps must these platforms take to get an exemption? It allows for issuers to market and make a securities offering known to the public, but it doesn’t allow for indiscriminate sales to the public – the investors who participate still must be “accredited investors” within the meaning of Rule 501 under Regulation D based on the investors’ income or net worth, and the issuer must take reasonable steps to verify this. In fact, it’s quite the opposite and is often relied upon for the sale of preferred stock in traditional venture capital financings. While other jurisdictions, such as Switzerland, may have provided some guidance, that guidance may be based upon a particular type of token (such as Ether), and there may be uncertainty as to whether such guidance will continue to be applicable to tokens with characteristics that differ from that particular “test case” token.… continue reading »


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