As one of the world’s most popular blockchain and cryptocurrency investment market, South Korea has a high level of enthusiasm for crypto investment, large companies are actively deploying blockchain tracks, and even the Korean government continues to release good news——policy as one of the most important factors in the development of the blockchain got the green light from Korean government.
According to Cointelegraph, Seoul Mayor Park Won-soo launched the “Block City Seoul City Plan” in October 2018. The plan shows that by 2022, Seoul City will set up nearly 100 million dollar as blockchain industry fund to cultivate excellent blockchain projects, effectively promote high technology, and plans to invest 53 million US dollars in the Gaepo Digital Innovation Park and Mapo Venture Center, to construct two districts for the blockchain industry where support 200 high-quality blockchain projects and aim to train local industry experts in Korea.
Recently, as the mayor of Seoul, Park Won-soon confirmed to make a keynote speech at the CHAIN PLUS+ 2019 blockchain summit which will be held on 23th-24th, Jan. and co-organized MTN(Money Today Network Inc) and Chainers, respectively as South Korean business and economic media conglomerate and top of the blockchain accelerators in South Korea.
In addition, Chainers also brought a lot of good news!
1, The government of South Korea is preparing to establish two blockchain incubation centers, to introduce new high-quality blockchain projects and companies which wish to land in and develop its business in South Korea, with its goal to develop a better eco-system in blockchain industry as well as to create new quality jobs in South Korea. In the meanwhile, Chainers will be one of the designated organizations to examine, review and recommend prospective blockchain projects, closely collaborating with related departments in government.
2, Professor Park, from Sogang University in Korea will be the president of the Korea Blockchain Association (the only official Korean blockchain association) and will serve as a senior consultant for Chainers from early next year.
3, Korean Parliamentarian “Park Joo-sun” has just successfully established a committee of 16 government members for the purpose of legislative proposal, it will have the authorization to propose blockchain related laws to related department of Korean government. While Vision Creator(parent company of Chainers in Korea) is currently preparing to implement its own STO exchange in Korea, this committee of Park Joo-sun will be our strategic partner in STO exchange.
4, Jung Joo-yong(Perry Jung), chairman of Chainers has been deeply involved in traditional financial and securities industry in Korea for decades, and is expert in IPO rules and compliance process. To help prospective blockchain projects/companies better understand market and cryptocurrency investors in Korea, and enable them to develop go-to-market strategies in Korea, Chainers is regularly holding meet-ups in many different places in China.
5, Chainers is currently working with a top traditional securities company that has obtained five financial licenses in Hong Kong, and also preparing for Korean financial licenses as well. With it’s facilitation, Chainers will be better support projects to do ICO/STO in Korea.
CHAIN PLUS+ 2019 blockchain summit (23th-24th, Jan 2019 in Seoul) will mainly focus on the topic “Blockchain empowering entity economy” and will be supported by different industries such as economic&finance, games, and traditional Korean conglomerates such as Samsung and Hanwha groups. Along with its various highligits and key features, Chain Plus+ 2019 will bring great values to all range of stakeholders as well as integrating industry resources and injecting new energy into blockchain industry even in the recent bear market.
The Application of Broker-Dealer and Exchange Regulations to Secondary Markets – Thought Leaders
Sweat the Small Stuff and Maybe the Bigger Issues Will Take Care of Themselves.
The Application of Broker-Dealer and Exchange Regulations to Secondary Markets Trading of Digital Assets.
The U.S. Securities and Exchange Commission’s (“SEC” or “Commission”) recent enforcement actions involving AirFox, Paragon, Crypto Asset Management, TokenLot, and EtherDelta’s founder illustrate that market participants must still adhere to well-established and well-functioning federal securities law framework when dealing with technological innovations, regardless of whether the securities are issued in certificated form or using new technologies, such as blockchain.
Broadly speaking, the issues raised in these actions fall into three categories: (1) initial offers and sales of digital asset securities (including those issued in initial coin offerings (“ICOs”)); (2) investment vehicles investing in digital asset securities and those who advise others about investing in these securities; and (3) secondary market trading of digital asset securities. 1 See Statement on Digital Asset Securities Issuance and Trading by the SEC’s Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets (Nov. 16, 2018). https://www.sec.gov/news/public-statement/digital-asset-securites-issuuance-and-trading This article discusses some of the nuances of trading of digital asset securities in the secondary market.
As the Commission’ statement made clear “[a]ny entity that provides a marketplace for bringing together buyers and sellers of securities, regardless of the applied technology, must determine whether its activities meet the definition of an exchange under the federal securities laws. Exchange Act Rule 3b-16 provides a functional test to assess whether an entity meets the definition of an exchange under Section 3(a)(1) of the Exchange Act. An entity that meets the definition of an exchange must register with the Commission as a national securities exchange or be exempt from registration, such as by operating as an alternative trading system (“ATS”) in compliance with Regulation ATS.” 2 Id.
In determining whether an individual, entity or platform is acting as a broker-dealer or an exchange, the SEC will conduct its analysis based upon 1) the totality of the activities conducted by the participant as well as 2) the functional reality of what those activities achieve. If an entity provides a marketplace for bringing together buyers and sellers of digital asset securities, the SEC may find that such an entity is operating as an exchange. If an entity or a person is effecting transactions in digital assets or buying and selling digital assets for its own account, the SEC may find that such an entity or individual is acting as a broker or dealer in securities. 3 See Scheibe, Taub, Selinger, Steele and Woodward, SEC DIVISIONS ISSUE DIGITAL ASSET SECURITIES STATEMENT November 28, 2018 https://www.mwe.com/insights/sec-divisions-issue-digital-asset-securities-statement/ Any such broker-dealer must register with the SEC, as well as become a member of a self-regulatory organization, such as FINRA. Registration as a broker or dealer also results in adherence to a far-reaching compliance and investor protection regime.
Some of the most basic requirements that can pose roadblocks or speedbumps for the development of secondary market trading of digital assets include:
- Books and Records: Registered broker-dealers must make and maintain current books and records. Rules 17a-3 and 17a-4 under the Exchange Act and FINRA Rule 4511, for example, require that broker-dealers preserve certain records for specified periods of time and use certain technology such as write once read many (WORM) format. How can a digital-asset ATS be sure that the use of Digital Ledger Technology for recording and maintaining such information is in compliance with the SEC and FINRA’s requirements? The short answer should be that the blockchain is immutable and thus satisfies this requirement but some regulatory assurances on this would be helpful.
- Customer Protection: Under SEC Rule 15c3-3, a broker-dealer must maintain the physical possession or control of all fully paid securities and excess margin securities carried by the broker-dealer for the account of its customers. It is currently unclear whether the requirements of Rule 15c3-3 are met where transactions in digital securities are recorded on a database that is maintained over a public or private network. Does a Broker-dealer have the ability to demonstrate receipt, delivery and custody of securities and other assets of their customer’s accounts where such records are held on chain? For example, is it required that ICO tokens, securities or other assets be held in a customer’s account (wallet) or does the ATS sponsor need to provide for the custody of these securities and assets with a third-party qualified custodian?
- Examinations: Broker-dealers and regulators are still figuring out these new technologies and how existing regulations apply to them. FINRA’s current examination module for an ATS may very well be ill suited to a digital asset ATS. FINRA in Notice 18-20 (July 6, 2018) made clear that is seeking additional information from broker-dealers and “to encourage each firm to promptly notify FINRA if it, or its associated persons or affiliates, currently engages, or intends to engage, in any activities related to digital assets”.
- Net Capital Rules: The Commission’s net capital rules will arguably have the most severe impact on the development of secondary trading markets in digital assets. The SEC has previously stated that Exchange Act Rule 15c3-1 “requires broker-dealers to maintain a minimum level of net capital (consisting of highly liquid assets) at all times.” 4 See SEC Securities Exchange Act Release No. 70073 (July 30, 2013) (Order Approving File No. S7-23-11). FINRA Rule 4100 Series (Financial Condition) expands the various requirements for broker-dealers to ensure compliance with the SEC’s net capital rules. Given that digital assets coming off the Reg D imposed restriction period are unlikely to meet the requirements for highly liquid assets, these net capital requirements may pose the biggest hurdle in allowing for deep and liquid markets to come into being in the near term. In order to allow this nascent digital asset securities market to grow and bring liquidity to shareholders, the Commission and FINRA may wish to allow for a pilot program to facilitate the development and oversight of this market.
In conclusion, the promise of DLT and the application of Exchange Act Rules still have some ways to go before digital assets can be traded freely and transparently on exchanges and ATS’. That being said, it’s not too early for market participants in this space and regulators to come together to address a roadmap for the near future in the U.S. A discussion of some of these topics at the upcoming SEC Forum 5SEC Staff to Hold Fintech Forum to Discuss Distributed Ledger Technology and Digital Assets, SEC Press Release 2019-35 (March 15, 2019) is essential for furthering this dialogue and unlocking the promise of liquidity that digital asset issuers aspire to.
ABACA Partners with CoolBitx on CEZEX
This week saw more exciting developments in the Asian security token sector. CEZEX, Asia’s first licensed security token exchange, announced a strategic partnership with longtime blockchain hardware developers CoolBitx. The partnership strengthens CEZEX’s already pivotal role in the Asian market and demonstrates a desire for more security token integration in the region.
CEZEX is a Philippines-based security token exchange. The platform is unique in that it is the first licensed security token exchange in Asia. The platform is based in the Philippines Cagayan Economic Zone Authority and is the brainchild of the Asian Blockchain and Crypto Association (ABACA).
News of the CEZEX exchange first hit the market in January of this year when the platform’s backers announced plans to expand their operation into Hong Kong by 2020. This move places CEZEX in the ideal location for a security tokens exchange in the region. Hong Kong continues to see growth in their crypto sector ever since China banned most crypto-related activities back in August 2017.
CoolBitx is an industry leader in the region. The firm made headlines way back in 2015 when it became the first company to introduce a Bluetooth cryptocurrency wallet. Since then, CoolBitx continued to expand its services. Today, the company offers a host of blockchain related products and services.
For their part, CoolBitx will handle all security token custodial services for CEZEX. Security tokens differ from utility tokens in that they don’t permit anonymous transactions. Instead, security tokens must follow the strict securities laws already covering the market. CoolBitx will be responsible for verifying and completing tokenized securities exchange transactions. Their responsibilities extend after issuance and into secondary market transactions.
Secondary Market Concerns
While primary regulations are often integrated directly into a security token’s smart contract, secondary market compliance is a hot button issue in the market. Secondary market concerns hit a fevered pitch this week when the DTCC released their fair market practices paper which outlines how to deal with security tokens on the secondary market.
The intervention of the DTCC marks a turning point in tokenized securities. The DTCC handles securities exchanges for the traditional markets. The group handles quadrillions in securities exchanges yearly and their influence in the market can’t be understated. DTCC’s paper argued that security tokens need secondary compliance in order to maintain fair market practices currently in place. This is an argument echoed by many in the industry
ABACA Asian Blockchain and Crypto Association
ABACA continues to see expansion with this latest partnership. The group now includes multiple blockchain industry leaders. One of the group’s most prominent new members is the Taiwan-based Formosa Financial. Speaking on the group’s unprecedented growth, ABACA’s director, Mel Songco explained how the group creates a more “compliant and secure business environment.”
Security Tokens in Asia
Asia has always generated momentum in the cryptomarket. This latest maneuver demonstrates a desire by traditional investment firms to enter the blockchain space. You can expect to see more firms join ABACA in the coming months as the digital economic revolution continues.
Equity Tokens vs Security Tokens
Learning the differences between equity tokens vs security tokens is a smart way to better your overall crypto investment strategy. While most crypto investors are familiar with traditional utility tokens such as Ethereum, both security, and equity tokens are fairly new to the space. These tokens vary from utility tokens in many different ways.
Protect Your Investment
Different tokens have different legal regulations. Currently, equity, debt, and security tokens fall under standard securities transaction laws, whereas, utility, currency, and asset tokens do not require SEC approval. Let’s take a moment to examine some key differences between equity tokens vs security tokens.
Know the Difference – Security Tokens
According to the SEC, one can perform the “Howey Test” to determine if a token falls under securities regulations. The Howie test is a series of questions that include:
- Did You Invest Money?
- Do You Expect Profit?
- Did You Invest in a Common Enterprise?
- Are Profits dependent on a Third-parties Effort?
If you answer yes to these questions, you are investing in a security token. Security token holders do not have any ownership rights to the entity they invested in. Instead, they are guaranteed a percentage of the profits generated from the entity. Security tokens come in many forms:
- Digital Mutual Funds
- Digital ETFs
- Non-equity Investments Against Capital
Additionally, security tokens cannot be transferred without meeting certain regulations. These regulations include AML and KYC requirements. This makes security tokens less liquidable than their utility token counterparts that can be traded anonymously.
Notable Security Token Platforms
There are a number of notable security token platforms operating in the cryptospace today. Polymath, Securitize, and Harbor are three of the most established platforms available today. Each offers enterprise users an easy option to issue and maintain security tokens.
Security Token Protocols
Security tokens contain their regulatory compliance directly within their protocol. By including these regulations in the tokens smart contract, token issuers can guarantee their product remains compliant throughout all stages of its lifecycle. Below are the most popular security token protocols currently in use.
ERC-1400 / ERC-1404
The ERC-1400 entered the market in December 2018. This protocol is the brainchild of Polymath’s development team and Stephane Gosselin. Develops knew that if they could utilize a varied ERC-20 protocol that this would allow for the greatest amount of interoperability within the market. The ERC-20 protocol is by far the most widely used utility token issuance standard available.
The team sought to create a security token standard that could function on the Ethereum blockchain. Additionally, the team wanted a protocol that contained no partitions. Today, the ERC-1400 standard is used by many firms globally.
ST-20 – Polymath
Polymath took their concept a step further when they created the ST-20 protocol. The ST-20 token standard functions similar to the ERC-1400 but with one main advantage, ST-20 tokens are able to remain compliant when traded on decentralized exchanges (DEX). Polymath proved this theory earlier in the month via a test with the DEX Loopring.
DS-Token – Securitize
The DS-token standard is the brainchild of the popular token issuance platform Securitize. Securitize utilizes a Compliance Service to ensure that their tokens are handled in a legal manner. The tokens must get approval from this on-chain registry to verify investor status before executing any trades. This means all DS-token holders have an identifying hash.
Secondary market compliance continues to be a hot button topic in the industry. Just this month, the DTCC released a paper outlining how these secondary market concerns need to be addressed to ensure fair market practices. Currently, the DTCC is the third-party custodial exchange for traditional securities markets. The firm replaced the old paper transfer methods used in the 1970s. Last year, the DTCC handled over four-quadrillion in securities transactions in the US alone.
Equity tokens function more like a traditional stock asset. In other words, equity token holders possess some form of ownership in their investments. Their tokens represent how much ownership percentage they actually have. In most instances, equity tokens represent a third-party asset, property, or venture. Equity tokens come in many forms:
- Options Contracts
- Tokenized Real Estate
- Tokenized Ventures
Equity tokens continue to see the most use in real estate crowdfunding platforms such as Atlant. These platforms allow investors to spread their funds more freely across the market. Real estate equity tokens represent a share of ownership in a particular property. This strategy enables investors to join multiple investments with less capital. Additionally, these platforms lower the entry bar for real estate investments and facilitate more market activity.
Equity Tokens vs Security Tokens Standards
Currently, equity tokens share the same protocols as security tokens, but in the near future, you can expect to see equity token specific standards emerge. For the time being, security token protocols can perform all the necessary functions required by equity tokens. Additionally, ERC-based equity tokens gain a bit more interoperability when compared to what a future equity token standard might include.
Notable Equity Token Projects
One of the most publicized equity token projects entered the market in October 2018 under the name Media Shower. The Media Shower platform enables companies to create and issue equity tokens. Speaking on the venture, Media Shower’s CEO, John Hargrave explained how the concept opens the doors for new investment opportunities on all levels.
SEC vs ICO
The SEC started cracking down on the ICO market in 2017 after it revealed that it believed that most offerings were really tokenized securities. Failure to seek SEC approval when dealing with security tokens can result in hefty fines and even jail time. Since that time, there have been multiple highly publicized cases, with many currently underway.
In most instances, the SEC went after these firms for selling securities illegally. Company officials paid fines and were forced to return investors funds. In one instance, a company by the name of Gladius was able to avoid major fines by self-reporting their ICO. Consequently, the firm returned all investor funds as part of the deal.
Equity vs Security Tokens – Brothers from Another Mother
Each token type provides you with a unique investment opportunity. Be sure to consider your options fully. Also, always keep in mind that both equity and security tokens require approval prior to any transactions. These requirements can affect your ability to trade these tokens in the secondary market.
More to Come
For now, the cryptospace continues to grow as the advantages of blockchain technology continue to be better understood by traditional investment firms. You can expect to see more standards and token types emerge as these trends continue.
- The Application of Broker-Dealer and Exchange Regulations to Secondary Markets – Thought Leaders March 21, 2019
- ABACA Partners with CoolBitx on CEZEX March 21, 2019
- Equity Tokens vs Security Tokens March 20, 2019
- Archax Gears up for Launch with Quod Financial March 20, 2019
- seriesOne to Utilize ST-20 Standard by Polymath March 20, 2019