Skip to main content

In the Securities Era, ICOs Pleading Ignorance Have No Place to Hide



ICOs seeking to crowdfund their big idea have a quandary: should they register their token as a security, complete with the expense, delays, and paperwork this entails, or should they brand it a utility and hope the SEC doesn't come after them? Last year, virtually everything was labeled a utility and SEC-compliant crowdsales were almost unheard of. But in 2018, launching a utility token in the U.S. is fraught with risks and uncertainty. To tap into the lucrative U.S. market, the regulatory route is now the only viable path to follow.


Ignorance of Securities Law Is No Excuse
When token sales emerged, they were seen by advocates as a great source of capital that circumvented existing restrictions on fundraising. As it turns out, ICOs can be a great means of raising money, but they are not a new fundraising vehicle that is exempt from the law. For the first half of 2017, ICOs such as Tezos merrily raised funds from U.S. investors under the assumption that their crowdsale was above board because it involved a utility token rather than a security. But as subsequent lawsuits have shown, just because something's branded as a utility doesn't make it one.

In the Securities Era, ICOs Pleading Ignorance Have No Place to Hide

By late last year, the number of ICOs willing to accept U.S. investors had dwindled to a trickle and projects were tripping over themselves to preface every mention of their token with the words "UTILITY" for the avoidance of doubt. Others have published their responses to the Howey Test as further evidence that their token could not possibly be a security. Well-meaning as these attempts may be, they do not change the fact that most ICO tokens almost certainly constitute a security, a view espoused by SEC chairman Jay Clayton.

Litigation Lawyers Have Their Say
At Start Engine's ICO 2.0 Summit in Santa Monica on April 20, one of the most interesting panel discussions was loaded with litigators. "ICO Litigation and Enforcement Update" included Nick Morgan, a partner at Paul Hastings, Dan Moylan, a litigator at Venable, and Perrie Weiner from DLA Piper, all of whom are familiar with the inner workings of the SEC and securities law.

In the Securities Era, ICOs Pleading Ignorance Have No Place to Hide
Nick Morgan
Nick Morgan was senior trial counsel in the SEC's enforcement division, making him well aware of the reluctance of the SEC to say "Yes". "In 2017 we saw a lot of 'No'," he observed during the panel discussion. "The question is 'Can I offer my token for sale without registering it or being exempt?' The SEC in 2017 and 2018 has repeatedly said 'No'…What we're waiting for and hopeful to see…is a 'Yes' from the SEC."

He later added: "The first place we may get a 'Yes' will be from a judge," and explained how "institutionally [the SEC] are reluctant to do so, because once they say 'Yes', everyone goes through that channel…but we may see a judge, in a case that's being litigated, who says 'This is not a security'".

Fellow panelist and litigator Dan Moylan noted: "When you look at the various regulatory agencies' statements and actions in 2017 and so far in 2018, frankly in many ways they're predictable…they told you what they were gonna do. They made it very clear, whether it's the SEC or the CFTC or any number of other alphabet agencies."

Comments

Popular posts from this blog

What is iDice?

iDice is a dice betting Dapp fueled by the use of the Ethereum organize. eg. iDice lets in players do several things and having such an innovative new token on the ETHEREUM Platform, we had to write an article about this new project. Guess on the space by the use of keeping up iDice tokens and best of all 100% of all benefit iDice acquires is dispersed among token holders, related to the amount of tokens they dangle. iDice amusement code is decentralized and changeless. Such gigantic building fees highlight a rising requirement for experienced, fair and cast Dapps. iDice iDice is an control which gives a provably affordable and simple, virtual Ethereum dice betting Dapp. The house edge will be set intensely and token holders have an atypical esteem that is dependably equiva- loaned to the house edge. iDice has a fully simple provide code accessible at etherscan.io. The payout of recreations is many times speedy. Provably Fair iDice uses open provide blockchain...

DENT: THE World First Tokenizing Portable Information Trade

You may be confused on all the exciting Ethereum projects, but therefore i make sure to follow allof them and choose the best for you. If you want to read about a more interesting project, then DENT is the way to go. I will be able to advice on a few tokens that can be bought out there which clearly we likewise might occu : Estimated token incentive on ETH presented within the token deal: 152,000 ETH (Relying on sorts via crowdsale) 100 Billion (100,000,000,000) the amount of DENT Tokens made, of which 70% is bought on token deal, a minimum of 35% can be stored for customers with littler spending plans. For the ones of you who're eager about ico smartcontract prolong that we regularly listen in non-obligatory cryptographic cash or altcoin without a doubt no longer outdoor to the workings of undertakings like this. Evaluated swapping scale: 1 ETH = 400,000 DENT 30% will keep on DENT Wi-fi for DENT shopper motivating forces and compensations Bills may well be made via ETH...

Fake Libra scams pose new challenge for Facebook

Almost a year after Facebook's Libra was first announced, the outlook for the stablecoin looks starkly different. Once hailed as a game-changer for digital currency, the project has been beset by delays and regulatory difficulties. Now, fake Libra scams are presenting an increasingly pressing new challenge for Libra and Facebook, with a proliferation of websites claiming to offer investment schemes denominated in fake Libra tokens. Dante Disparte, Deputy Chairman and Head of Policy and Communications for The Libra Association, said the organization was now constantly working to suppress fake Libra scams: "As we become aware of these sites, we work diligently to address them. We respond to inquiries concerning the validity of these pages, indicating that the only official website is Libra.org." "We are still in the early stages of this project and work to address issues like these as they arise," Disparte told Finance Magnates, urging people to report the scams. ...