The highly acclaimed legal firm of Nagashima Ohno and Tsunematsu released a commentary on a proposed Japanese FSA bill this week. The bill was first proposed by the Japanese Financial Services Agency (FSA) on March 15, 2019. If passed, it would make a final distinction between security tokens and other forms of cryptocurrency. Consequently, Japanese STOs would see increased regulations.
The law firm Nagashima Ohno and Tsunematsu decided to make life easier on the crypto world when they published their insightful commentary on the new FSA bill. To better understand the proposed changes, you first need a brief rundown on the current legal status of crypto in Japan.
Currently, all forms of cryptocurrency in Japan fall under the Payment Services Act (PSA). The PSA is very broad in its description of crypto. In fact, it labels all crypto “virtual currencies.” Analysts noted that this high level of ambiguity slowed mainstream adoption in the country as major investment firms need clear regulations.
So What’s in the FSA Bill?
According to Nagashima Ohno and Tsunematsu, the proposed bill points out numerous areas in need of clarification. The first issue addressed by the bill is the use of the term “virtual currencies.” The FSA wants the term removed and replaced with “crypto assets”. This distinction is important when you consider that most cryptocurrencies are not used at currency at all.
Also in the new bill, crypto assets will be, for the first time in Japan, different than tokenized securities. Consequently, the FIEA will have the power to determine which category an ICO falls under. Additionally, all exchanges operating in the country must register for licensing as a “Crypto Asset Exchange Service Provider.”
FSA Customer Safety
Consumer protections in the bill include requiring the use of “cold wallets” by exchanges holding user’s crypto when not in use. Also, businesses would need to provide a plethora of background and management information to the FIEA before embarking on a blockchain-based crowdfunding venture.
Another important aspect of the FSA bill is an increase in penalties for false advertising and soliciting. This proposition falls in line with the SEC, who, recently filed charges against the Rapper the Game and a Former Beauty queen for promoting the Paragon ICO.
All exchanges operating in Japan would need to adhere to strict KYC and AML regulations if the bill becomes law. The requirements would make anonymous exchanges a thing of the past in Japan. This could be a move that may be difficult to achieve from a technical aspect when you consider the ever-growing number of decentralized exchanges emerging.
Asian Exchange Licensing in the Past
The Exchange Licensing area of the bill could see some backlash from the Asian cryptocommunity as the licensing requirements were not included. This type of vagueness is reminiscent of when China initially shut down its exchanges in 2017. Luckily, Japan is pro-crypto, so the chances of this happening in the Land of the Rising Sun are slim to none.
Nagashima Ohno and Tsunematsu
The firm of Nagashima Ohno and Tsunematsu is a multinational law firm that offers premier legal services to those seeking to do business in Japan. The firm has offices in New York, Tokyo, Singapore, and Bangkok. Notably, Nagashima Ohno and Tsunematsu are one of the “Big Four” Japanese law firms in the country.
Japan continues to see increased STO activity with one report placing 2019 Q1 growth up 130-percent. Both investors and traditional investment firms desire updated regulations that include terminology relevant to the crypto space. This latest bill is an attempt to alleviate some of these concerns.
Blockstation Joins the IIROC
The tokenization platform, Blockstation announced on Oct 31, that it will accept a leadership role in the Investment Industry Regulatory Organization of Canada – IIROC. The news showcases a push for more regulations in the Canadian security token sector, as well as, stronger positioning of Blockstation in the market.
The IIROC is a Canadian self-regulatory body created to help further development in the security token sector. The group’s primary focuses include broker-dealers, trading, and the institution of Universal Market Integrity Rules (UMIR).
The IIROC includes a huge variety of professionals from various parts of the industry. As such, the group provides a rare opportunity for regulators to collaborate with leading financial, legal, and technological institutions across Canada.
Currently, the group includes regulators, crypto firms, law firms, and three of the largest banks in the country. Specifically, the Crypto-Asset Working Group members are:
- Stephen Allcock (Questrade Financial Group)
- Pam Draper (Bitvo)
- Robin Ford (Robin Ford Consulting)
- Andrew Grovestine (Canadian Securities Exchange)
- François Lavallée (National Bank Financial)
- Julie Mansi (Borden Ladner Gervais LLP)
- Felix Mazer (Coinsquare)
- Linda Montgomery (Coinchange Financial/Blockstation)
- Brian Mosoff (Ether Capital Corp.)
- Souvik Mukherjee (Scotia Wealth Management)
- Laurence Rose (Omega Securities Inc./ 4C Clearing Corporation)
- Duncan Rule (CIBC)
- Phil Sham (Aquanow)
- Sean Shore (Canadian Compliance & Regulatory Law)
- Paul Stapleton (Fidelity Clearing Canada)
- Dino Verbrugge (DV Trading LLC)
- Joseph Weinberg (Paycase Financial)
- Robert Whitaker (Blockchain Intelligence Group)
- Lara Wojahn (Dominion Bitcoin Mining Company Ltd.)
One of the main goals of IIROC is to develop a regulatory framework that supports a robust, thriving digital asset marketplace to further drive innovation in the space. Additionally, the body seeks to integrate more consumer and investor protections in the market.
Blockstation Joins the Team
Blockstation received an invitation to participate in the IIROC after the group recognized the firm as an industry leader in the region. Importantly, Blockstation has experience working with regulators in other jurisdictions to develop its platform.
Today, Blockstation operates a fully compliant tokenization platform. The services provided by the firm include an end-to-end solution for listing, tokenizing, trading, custodianship, clearing and settlement, and lifecycle management of tokenized assets. Specifically, the firm’s Marketing Advisor Linda Montgomery will lend her experience to the IIROC.
Blockstation Makes Headlines
Notably, Blockstation made headlines this week after the announcement that the firm will host a compliant digital securities ecosystem via the Jamaica Stock Exchange (JSE). This limited pilot will test the trading of Bitcoin (BTC) and Ethereum (ETH) according to an April 3, press release.
Jamaica Stock Exchange
The JSE first announced its crypto aspirations back in August. At that time, the JSE signed a master agreement with Blockstation. For its part, Blockstation would develop the tools for the trading of digital assets and security tokens on the JSE.
Blockstation Making Waves
Blockstation is a true pioneer in the Canadian crypto space. Now the firm seeks to help develop the fledgling STO sector into a major FinTech market. You can expect to hear more from these exciting developers as their JSE project continues. For now, Canada looks to be ready to take the next steps in blockchain adoption.
Veritaseum Hit with $8 Million in SEC Fines
In another example of the SEC turning up the heat on firms, the regulatory body hit Veritaseum and its CEO with hefty fines. Veritaseum had been embroiled in an SEC trial since earlier in the year. The SEC alleged the firm illegally sold securities to investors. Now the company must pay $8 million in fines and judgments as part of its retribution.
As previously reported, Veritaseum LLC, its CEO Reggie Middleton, and a sister firm, registered in NY, Veritaseum Inc. faced serious scrutiny from the SEC for its 2017 – 2018 ICO. During the unregistered coin offering, the firm secured $14.8 million in funding from investors.
By mid-2018, the SEC received numerous complaints of fraudulent activity on the part of Mr. Middleton. For example, the SEC report alleged Middleton downplayed the risks involved in the investment. Additionally, he misrepresented the tokens his company offered.
Tokens are not Coupons
On multiple occasions, he referred to the tokens as securities or software. The report states that at least on one occasion, he told investors the tokens were similar to gift cards.
On top of the troubling miss information campaign, Veritaseum had other shady incidents occur during its now controversial ICO. According to Middleton, the company was the victim of a hacker that stole $8 million from funds raised. Of course, these funds were never recovered. Consequently, the incident added to the black cloud accumulating over the Veritaseum camp.
In August of this year, the SEC responded to investor complaints. The regulatory body sent Middleton a cease-and-desist. As part of the complaint, Middleton’s ability to host an ICO or operate his firms was put on freeze.
SEC Enters Talks
The SEC entered official settlement talks with Veritaseum on OCT 9. This decision followed a postponement of the original trial date until Nov. 14, 2019, by the New York Eastern District Court.
According to reports, Veritaseum must now pay $8.4 million in disgorgement fines. Of these fines, $7,891,600.00 goes to defendant liabilities. Additionally, the company is liable for a civil penalty of up to $1 million and a prejudgment interest amount of $582,535.
Veritaseum Hit Hard
The news hit Veritaseum’s market value hard. Since the start of the trial, Veritaseum lost around 35% of its value. The token fell from around $25 per coin to $15, before rebounding slightly to $18.71.
SEC on the War Path
The SEC has been on a mission to crack down on ICOs from the 2017 crypto craze. Regulators already hit Sia with a $225,000 for its 2017 ICO in which the firm raised $120,000. EOS is another example of the SEC crackdown. The company must pay $24 million for its $4.1 billion 2017 ICO. While both firms faced charges for illegally selling securities, neither had such significant misrepresentation claims put against them as Veritaseum.
Veritaseum is Unique
In this manner, Veritaseum is significant. The firm is still operating but Middleton is no longer able to conduct blockchain crowdfunding ventures. It’s hard to say exactly what the long term effects of the settlement will be. For now, the crypto community must watch and wait patiently to see the results.
Harbor Approved by SEC as Transfer Agent
Harbor, a tokenization platform, has recently announced that they have successfully been awarded a ‘transfer agent’ licence by the Securities and Exchange Commission.
This new role will allow Harbor to act as a regulated financial bookkeeper. More specifically, this role “…involves recording transactional data, including asset ownership, and more. Transfer Agents are typically utilized by companies which have issued some form of security.”
This development caps off a productive few months, which also saw Harbor become a registered broker/dealer.
With these two new designations bestowed upon them, the company gains a significant amount of flexibility in the services which they can offer clientele. In a nascent industry, in which most companies are battling to establish themselves, this flexibility should prove to be a major boon to Harbor.
Harbor CEO, Josh Stein, commented on the need of companies within the digital securities sector, and how Harbor is doing their part to help them.
“…companies need solutions to compliantly manage the investment lifecycle, which includes working with licensed broker-dealers and registered transfer agents…Harbor provides these services along with a common technology platform that integrates compliance and custody and enables the traditional private capital ecosystem of issuers, broker-dealers and placement agents.”
While there may be various reasons as to why Harbor applied to become a transfer agent, the ability to offer Reg A+ investment opportunities ranks at the top of their list.
Harbor CEO, Josh Stein, had the following to say on the importance of this type of structuring.
“Reg. A is really a sweet spot for many companies looking to raise capital, including blockchain companies wanting to get their tokens into the hands of a broad user base and offer potential for liquidity from day one.”
Investment opportunities operating under Reg. A+ are unique in their flexibility, as they are open to, not only accredited, but retail investors alike. Furthermore, they allow for a company to raise as much as $50M in a capital generation event. The main caveat is that a transfer agent is required to oversee the process in order to remain compliant – a title that Harbor now holds.
A United States based company, Harbor, specializes as a tokenization platform. The company, which was founded in 2017, currently sees its operations spearheaded by CEO, Josh Stein.
In the time since their launch, Harbor has contributed more than most, to the digital securities sector. A few of these contributions include, not only the development of a specialized token standard for digital securities (R-Token), but the facilitating the tokenization of large real estate funds.
In Other News
For those interested in learning about industry competitors holding similar licensing to Harbor, make sure to read the following article. Here, we briefly discuss, not only the roles associated with these titles, but companies which hold them.