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Philip Moustakis, Counsel at Seward & Kissel LLP – Interview Series

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Philip Moustakis, Counsel at Seward & Kissel LLP - Interview Series

Philip advises companies and individuals on SEC enforcement matters, including criminal enforcement investigations, internal investigations, and cryptocurrencies and blockchain technology.

Philip has extensive experience with securities enforcement matters. For more than a decade prior to entering private practice, he served as senior counsel in the SEC’s Division of Enforcement, investigating and prosecuting complex matters involving violations of the federal securities law.

Before being employed with Seward & Kissel LLP you were a member of the SEC’s Cyber Unit which focused on cryptocurrencies and ICOs. How were you initially recruited for this Cyber Unit?

I started in the SEC’s Enforcement Division in 2008 and began working on Bitcoin and cryptocurrency-related matters about five years prior to the creation of the SEC Cyber Unit. I brought the SEC’s first Bitcoin-related enforcement action against the operator of Bitcoin Savings & Trust and led other cryptocurrency-related matters as well. I briefed Chair Mary Jo White and the other Commissioners, and frequently conducted training for the FBI, FINRA, and others, on Bitcoin and blockchain technology. I also presented in academic settings on my work.  So, when the Cyber Unit was formed in 2017, with a mandate that included cryptocurrencies and ICOs, I was a natural fit.

 

How did the action against ‘Bitcoin Savings and Trust’ influence future enforcement actions by the SEC?

Bitcoin Savings and Trust, which raised a staggering 700,000 Bitcoins from investors, was charged as a plain vanilla Ponzi scheme, with the exception that all investments were solicited, and purported returns paid, in bitcoins. But it was notable for several reasons. First, it established that the investment of Bitcoins could satisfy the “investment of money” prong of the test for an investment contract, otherwise known as the Howey test. Second, it demonstrated that the SEC could conduct a flow-of-funds analysis on the Bitcoin blockchain. While we could not demonstrate where every Bitcoin came from or went, we could show that more Bitcoins were going out to investors than came into Bitcoin Savings and Trust from any source other than investors, thereby proving the Ponzi. Third, we did not take the position that Bitcoin itself was a security. And finally, the case was significant for the disgorgement theory advanced by the SEC, namely, that the disgorgement ordered by the court should reflect the dramatic increase in the value of Bitcoins from the time the investors handed their Bitcoins over to the defendant, to the date of the judgment. The Bitcoins the defendant raised from investors were worth about $4.5 million at the time, but the final judgment against the defendant was for more than $40 million in disgorgement and penalties.

 

You were a founding member of the SEC’s Distributed Ledger Technology Working Group. What is the purpose of this group, and how does it impact both investors and STOs?

With the wider adoption of blockchain technology, the SEC’s Distributed Ledger Technology Working Group was simply an effort to coordinate both with other regulators and within the SEC. It was important to ensure the various divisions and offices of the SEC were not working at cross-purposes with one another. The SEC has since built on the work of the group with the creation of its Strategic Hub for Innovation and Financial Technology (FinHub), which engages in outreach to both investors and issuers.

 

You were responsible for investigations into multiple initial coin offerings (ICOs) for possible violations of securities laws. What’s the most blatant violation of securities law that you have witnessed?

Without hesitation, it’s the ICO craze of 2017 and 2018. In February 2018, SEC Chairman Jay Clayton, testifying before the Senate Committee on Banking, Housing, and Urban Affairs, famously said, “I believe every ICO I’ve seen is a security.” A few months later, in a televised interview, Commissioner Robert Jackson said, “if you want to know what our markets would look like with no securities regulation, the answer is the ICO market.” On the whole, I agree with those sentiments. Most ICOs, during that period, were traditional capital raises, with the basic difference being that, in an ICO, one could purchase shares in a company’s primary asset rather than shares in the company itself. It’s not to say that most ICOs were frauds or not well-intentioned. However, there wasn’t much ambiguity about the fact that they were unregistered securities offerings.

 

It’s common practice for ICOs to block investments from USA investors. Nonetheless, those same blocked investors can then later purchase these tokens on cryptocurrency exchanges. Does this strategy of initially blocking USA investors keep ICOs safe from SEC enforcement action?

The short answer is no. If an issuer accesses the U.S. capital markets, if it offers or sells securities in the U.S., directly or indirectly, the SEC will have jurisdiction. The SEC has made it clear that it is not sufficient to take cosmetic or half measures to prevent one’s security token offering (STO) from reaching U.S. investors.

 

Do you believe that the SEC will become more proactive in pursuing legal action and shutting down unregulated cryptocurrency exchanges?

Yes. Bringing enforcement actions against exchanges that decline to come into compliance for whatever reasons, despite the SEC’s messaging in the space, makes sense for the Enforcement Division. Not only to give teeth to prior statements by the Chairman, other commissioners, and certain members of senior management, but also because an enforcement action against an exchange, on the whole, should have a greater programmatic impact from a regulatory perspective than an action against a single issuer.

 

Do you have any comments regarding the SEC’s most recent actions against Telegram Group Inc and its unregistered securities offering?

In my view, there are a couple of important takeaways. First, related to your earlier question, the Telegram case demonstrates the SEC will pursue overseas issuers of digital assets or cryptocurrencies who offer or sell those assets into the U.S., or otherwise access the U.S. capital markets. Additionally, I think this could be an interesting test case for the utility token argument. Telegram has taken the position that, while the token purchase agreement for the Gram was a security, the token itself is not. In its complaint against Telegram, the SEC alleged there was no daylight between the Gram offering and the Gram token. Rather, the SEC alleged, the offering was a traditional capital raise because, among other things: the company used funds raised for operations and to build out its ecosystem; there were no goods or services for which one might use the Gram; and Gram purchasers had and – absent the emergency action – would continue to have a reasonable expectation of sharing in the company’s profits should it succeed in building out the functionalities it promised. It will be interesting to see how the facts and arguments develop on this issue as the litigation progresses.

 

Could you share with us details regarding your current role with Seward & Kissel LLP?

I joined Seward & Kissel in February 2019 and work closely with several of the firm’s practice areas in both New York and D.C., including the Government Enforcement and Internal Investigations, Investment Management, and Blockchain and Cryptocurrency Groups. I spent the majority of my career at the SEC in the Enforcement Division’s Asset Management Unit, and Seward & Kissel has one of the largest and well-known Investment Management practices in the U.S., working with managers across all asset classes, including digital assets. As a result, much of my current practice centers on counseling our investment management clients on SEC and other regulatory examinations, investigations, and enforcement matters; internal investigations; and digital asset offerings. I have also been asked to lead the Enforcement Committee for the Virtual Commodity Association in connection with its efforts to establish a self-regulatory organization (SRO) for cryptocurrency marketplaces.

 

What are some recommendations that you have for companies that are considering launching an STO?

In my view, the best course of action is to engage counsel with deep knowledge of both securities law and cryptocurrency. While some lawyers have gotten up to speed on blockchain technology, many may be doing their clients a disservice because they are not as well versed in the fundamentals of the securities laws.

 

At what stage should companies who are considering launching an STO contact you or other legal counsel?

The earlier the better – ideally before any contact with a regulator, and certainly before the offer or sale of any token.

 

Is there anything else that you would like to share with our audience? 

The SEC’s enforcement actions against ICO issuers clearly have had an impact on the market. However, Telegram, Block.one, and Kik were just three of the larger ICOs from the 2017-2018 period. We should see more such cases in the coming months or year. The SEC has brought enforcement actions against celebrity promoters of digital assets, but I would expect a continued focus by the SEC on promoters and sellers. It’s worth noting that one stated goal of SEC enforcement actions is to change the behavior of market participants, so I anticipate the SEC will continue to police digital asset exchanges and trading platforms. It’s the natural next step for the SEC after the issuers and promoters and, as I mentioned, an opportunity to have a wider impact on the market. In a similar vein, while a substantial number of the SEC’s enforcement actions in the space have involved alleged Ponzi schemes or offering frauds, with a continued focus on exchanges and trading platforms, I would not be surprised if, not before long, the SEC unearths more complex frauds involving market manipulation schemes or other market abuses. However, even well-intentioned market participants can be swept up in this and can find themselves the subject of enforcement attention as the SEC continues its efforts to increase industry compliance with securities laws and regulations. Seward & Kissel has been advising clients in financial services, corporate financing, and capital markets for more than 125 years. Our lawyers have extensive experience with STOs and digital asset offerings.

For more information or to consult with legal matters please visit Seward & Kissel LLP, or visit their Twitter or LinkedIn page.

 

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Antoine Tardif is the CEO of BlockVentures.com, and has invested in over 50 blockchain projects. He is also the founder of Bitcoinlightning.com a news website focusing on the lightning network, and a founding partner of Securities.io

Interviews

Dan Doney, CEO of Securrency – Interview Series

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Dan Doney, CEO of Securrency - Interview Series

Dan Doney is the CEO of Securrency one of the leading token issuers in the digital securities space.

You have a very distinguished career having served in various roles with NSA, the Department of Homeland Security (DHS), the Defense Intelligence Agency (DIA), and the Federal Bureau of Investigation (FBI). How did you transition from working with some of the most respected intelligence agencies in the world, to launching Securrency

I have been fortunate enough to work on some of the most advanced technology innovations with the best minds during my time at various intelligence agencies from the DIA to the FBI, providing the perfect springboard to launch Securrency. This gave me an insight into how fragmented the information transfer is between agencies and the inherent inefficiencies of centralized systems. My experience, combined with my passion for software development, and cybersecurity to artificial intelligence and dynamic asset pricing got me in front of some interesting individuals across real estate and finance who wanted to find technological solutions for widespread industry issues such as asset illiquidity. In search of a solution to these issues, I discovered blockchain technology and tokenization and recognized the huge impact it could have on financial services. Through the development of Securrency, it is our vision to transform the digital asset space using tokenization to deliver true market efficiencies.

 

You initially designed Securrency’s core identity server, credentialing (rules) engine, and interoperating rails in a hybrid architecture (linking on and off-chain functions). What made you choose this structure versus depending on a specific distributed ledger (blockchain) solution?

As Securrency’s market infrastructure technology is first and foremost designed to provide convenience and support to all market makers, it needed to encompass both legacy and blockchain functions to ensure the widespread participation and adoption of digital securities.  Frankly, most STOs are bridges to nowhere. Without a built-out, integrated, and interoperable marketplace in which digital assets can move about, there isn’t enough back-end liquidity to make the exercise worthwhile for most issuers. We hope that this infrastructure will be transformational in the long run, but the near-term objectives are more incremental in nature. It is important to keep this in mind so we can move past the hype and toward the mature, professional adoption of these technologies.

 

WisdomTree Investments together with Abu Dhabi Investment Office (ADIO) and other investors invested in Securrency, as they aim to integrate blockchain technology into the exchange-traded fund (ETF) ecosystem. Could you share with us how Securrency’s technology will be integrated into ETF exchanges?

WisdomTree is a high-profile, highly-credible asset manager, and, as a strategic investor in Securrency, provides an incredible opportunity to deploy its technology into the ETF ecosystem. The bottom line is the market needs recognizable products that already enjoy substantial liquidity, so ETFs are a logical and exciting use case for our technology. Most of the ETF-related digital securities activity has been focused on cryptocurrency ETFs, and WisdomTree has been active in this space in Europe. ETFs will not only attract the large, household-name exchanges, transfer agents, and investment services providers, but will also make it easier and safer for a much broader base of investors to participate in these digital investment products.

 

On January 7th, Securrency announced the successful completion of a Series A raise for $17.65 Million. What are the plans for the raised funds?

Securrency plans to use its Series A funding to advance its software and platform development, integrate with strategic partners and other customers and, build out its operational structure. Thanks to the ongoing support of our strategic partners; the Abu Dhabi Investment Office, Monex Group, Inc,. RRE Ventures, Strawberry Creek Ventures, and Panthera Capital Investments, we can achieve our strategic vision and mission.

 

Could you tell us more about the Securrency RegManager™?

The Securrency RegManager encompasses both our Rules Engine interface and the patent-pending Compliance Aware Token framework. Our Rules Engine is a plain-language abstraction layer that allows companies and their lawyers to not only rapidly create policies but to be able to readily audit those policies and update them instantaneously. This level of convenience is essential for widespread adoption. The RegManager interface is fundamentally about providing multi-jurisdictional compliance tools and unprecedented convenience to financial services providers and market participants.

 

I was also interested in learning more about the Securrency InfinXchange™ and the benefits it offers?

InfinXchange is Securrency’s biggest technology IP. It’s an API library and finance ontology which maps various financial services to a set of basic functions, e.g. capital formation, payments, exchange routing, transfers, corporate actions, asset pricing, and compliant value transfer across DLT and legacy networks. It’s a plug-in framework made to be integrated with third-party service providers.

 

2019 was a bit slower of a year than we would have liked to see for the emergence of security tokens, do you believe that 2020 will be different?

We expect to see an acceleration in the tokenization of publicly traded assets in 2020. This, along with financial service providers partnering with emerging security token firms to tokenize institutional-grade assets will be a major trend in 2020. Tokenization platforms built by big tech firms like Microsoft and Facebook are also likely to emerge in 2020, coupled with digital asset issuances from highly trusted investment firms and asset managers.

 

What are some of the projects that Securrency is currently working on?

Our primary objective is to facilitate high-quality, yield-bearing token issuances as we unlock the accessibility which fuels mass global adoption of distributed ledger technology in financial services – the dream of blockchain enthusiasts for over a decade. This requires working closely with regulators, market participants, and intuitive user interfaces.

Visit Securrency or our Securrency Business Listing to learn more.

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Darius Liu, Chief Operating Officer for iSTOX – Interview Series

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Darius Liu, Chief Operating Officer for iSTOX - Interview Series

What is iSTOX?

iSTOX is the first regulated capital markets platform in any major financial centre to support the one- stop issuance, custody and trading of digitized securities. Drawing on the power of advanced smart contract and distributed ledger technology to streamline the issuance and trading process, iSTOX seeks to redefine private capital markets by allowing investors and issuers to connect and transact directly. Compared with traditional trading venues, iSTOX is a more flexible, affordable and inclusive alternative, and offers investment options that were previously inaccessible.

iSTOX’s key shareholders include the Singapore Exchange (SGX), Asia’s leading international multi- asset exchange; Heliconia, a subsidiary of Temasek Holdings focused on investing in fast growing companies; and Phatra, a leading Thai investment and private bank and a member of Kiatnakin Phatra Financial Group. Other key shareholders include Japan-based Tokai Tokyo Financial Holdings (Tokai), a well-established Japanese financial services firm, and more recently Hanwha Asset Management, a leading asset management company in Korea.

 

Before iSTOX, you worked for GIC, which manages Singapore’s foreign reserves. How did this experience inspire you to launch iSTOX?

Actually, before I worked at GIC, I worked as a policymaker in the Singapore government, including a stint at the Ministry of Finance. Thus, my experience spans both policy making and asset management / investment within a commercial context. I can therefore relate to considerations from both sides of the fence (government and industry):

  • On one end, the government wishes to promote industry transformation and innovation, while maintaining stability and protections for users.
  • On the other hand, industry players see gaps in the market, and inefficiencies in current process In the case of capital markets, this takes the form of frictions arising from legacy processes involving multiple intermediaries. While technology exists to bridge the gap, the capital market space is a regulated arena – industry players often see regulation as an impediment to innovation.

Having experience in both spaces made me see that regulation is the friend – and not the enemy – of innovation. The innovation I’m talking about is innovation by serious, long-term players looking to add value to the economy as a whole. There is a gap in the market and working with regulation can add value. That led me to believe that iSTOX was an idea that was not only sound conceptually, but feasible from an execution standpoint.

 

iSTOX was the first market operator to enter the MAS (Money Authority of Singapore) Fintech Regulatory Sandbox. Could you share with us what this means for iSTOX, and for investors?

The concept of digitized securities, as well as the whole capital market end-to-end infrastructure layer built on a blockchain is a new concept, both in terms of technology and operating model. The sandbox has been useful for iSTOX to start operating in a “live” environment with real issuers and investors, while simultaneously co-creating the regulatory environment together with MAS. This gave assurance to us, MAS and market participants that the iSTOX platform is stable and secure.

We are confident of transitioning out of the sandbox to serve a larger number of users. We expect to graduate from the MAS Fintech Regulatory Sandbox into full operational status soon this year.

 

Singapore has many existing gaps in the private capital markets that results in accredited investors being underserved by the current financial market. Could you share with us what these gaps are and how iSTOX solves this problem?

Investors today face a challenge. Low rates of return within the public markets continue to drive strong global demand for high-growth pre-IPO start-ups, exclusive hedge funds and other private market opportunities. In 2018, for example USD $778 billion worth of new capital flowed into private markets. In the case of private equity alone, net asset value grew more than sevenfold since 2002, doubling market cap growth of equities in the public market.*

Despite all this, the private capital market system itself has remained highly fragmented, inefficient, complicated and costly. For investors, this has resulted in limited access to a closed group of well- connected and privileged investors. And even for those that do have access to private capital markets, the antiquated and fragmented nature of the current system means they must go through multiple intermediaries to gain the investments they seek.

Fortunately, there is hope on the horizon. The rise of distributed ledger technology (DLT) and smart contracts, combined innovative business models and forward-looking regulation now make it possible to bring new kinds of capital markets platforms to investors.

In the case of iSTOX, this has resulted in the first regulated capital markets platform in any major financial centre to support the one-stop issuance, custody and trading of digitized securities. iSTOX seeks to redefine private capital markets by allowing investors and issuers to connect and transact directly under a safe, MAS-regulated environment. By coupling this with an innovative and accessible business model, iSTOX opens private markets opportunity to a broad range of accredited investors.

*Source: Source: Bain Global Private Equity Report, McKinsey Global Private Markets Review, BlackRock Global Insights

 

iSTOX enables investors to access previously inaccessible investments which includes exclusive funds. What are some of these funds and why should investors take note?

Most of us are familiar with the mutual fund offerings from banks. Many are products with fairly high upfront and ongoing fees. There are some funds which have a track record of positive returns across different market conditions. For instance, the top global macro and private equity funds.

Such funds are generally only open to large institutional investors like the biggest asset managers or sovereign wealth funds. They do not market even to high net worth individuals and have relatively small fund sizes (compared to many mutual funds) which makes their offering even more scarce.

Also, they tend to have long lock-up periods like 3 years or more. If investors want the returns offered by these funds, or the return streams to add to their portfolios for return enhancement or diversification, there is currently no way. But with iSTOX, it will be possible.

 

Alternative investment products will also be available to investors. What are some of these products?

We have also shortlisted some very exciting opportunities for the new year. These include a discretionary fund that builds returns through mezzanine deals and private debt financing, as well as a range of debt, fund and equity-linked issuances across a range of sectors (including real estate, entertainment, and lifestyle).

 

Where are user funds held?

Funds which you transfer into your iSTOX account reside in a customer segregated account held with DBS, Southeast Asia’s biggest bank. Your funds are interest-bearing, and you will have access to your funds through your online iSTOX Wallet. Digitized securities are minted if you make an investment and after funds have been debited from your iSTOX Wallet. These securities are custodized with

ICHX Tech Pte. Ltd., the operator of the iSTOX platform.

 

Investors who open an account with iSTOX before February 1st, 2020, receive certain exclusive benefits. Could you share with us what those perks are?

Select investors enjoy a certain number of guaranteed allocations in primary market issuances and waiver of fees associated with primary market subscription and secondary market purchases for a limited period of time.

 

Is there anything else that you would like to share about iSTOX?

I would like to share a bit about the iSTOX philosophy as well. Where we are now, what we do, it comes down to the belief to provide investors with greater accessibility, freedom and flexibility, with a desire to bring about improvements to the world.

We believe that all investors can and should have the capacity to build and manage their portfolios with the same freedom and flexibility now available to the very wealthy. In addition to generating good returns, investors should be able to freely engage with industries, technologies and causes that fire their passions, provide them exposure to potentially transformative developments in technology and society, and allow them to improve the world around them.

We believe that access to opportunities like high-growth pre-IPO start-ups, exclusive hedge funds and Asian unicorns can and should be open to far, far more investors. While technological limitations and other barriers previously locked out all but the very wealthy and well-connected, the new advances that are starting to make themselves felt in financial markets will fundamentally change this equation. We believe the financial industry should embrace these changes.

We believe that DLT and smart contract technology will open new worlds of possibilities when it comes to how investing works. These possibilities will include but will certainly not be limited to assets that can be traded and owned in fractions for greater liquidity and access, including real assets like buildings, aircraft, wind farms and more. Investors deserve access to these innovations as well as others.

Click Here to visit iSTOX.

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Derek Schloss, Director of Strategy for Security Token Academy – Interview Series

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Derek Schloss, Director of Strategy for Security Token Academy - Interview Series

Derek Schloss,  is the Director of Strategy for Security Token Academy. He has previously posted a Thought Leaders piece for us titled Sufficient Decentralization and Security Tokens.

How did you initially get involved with the Security Token Academy?

I have a background in entrepreneurship, law, and a fairly strong interest in disruptive technology. A few years ago I became interested in the intersection of blockchain, digitization, open networks, and securities law — and started researching and writing about these topics. At the time, I was running my previous company and teaching entrepreneurship at the University of Oregon.

Stephen McKeon (Partner, Collaborative Fund) is a good friend of mine, as well as a former advisor on one of my previous startups. Stephen had put together some amazing written work and thinking around security tokens and was operating as the Chief Strategy Advisor of Security Token Academy (STA). After spending time with the STA team and learning more about its educational work, I joined STA as Director of Strategy in January of 2019.

 

Could you share with us the overarching goal of the Security Token Academy?

Security Token Academy aims to be the leading educational platform for the security token industry, and the team is dedicated to covering and facilitating the evolution of digitized securities as the industry progresses over the coming years. Powered by a strong interest in the future of finance, STA hosts educational events, video and podcast interviews, an industry-leading weekly newsletter, and insightful case studies and narratives with the teams and service providers building out the security token industry.

 

What are some of the projects in the digital securities sector which you find most exciting?

The area I find most interesting is definitely the infrastructure layer — the projects building out the tooling and foundation for the industry across both retail and institutional markets. I’ve written about this before, but unlike other areas of the blockchain industry, a fully optimized (and compliant) end-to-end ecosystem will be required for us to see mainstream security token adoption. This includes areas like legal, broker-dealing, issuance, trading, custody, and lifecycle compliance.

With security tokens, we’re creating radically new financial architecture — one where every asset imaginable can be digitally wrapped, tracked, and traded in concert with trustless ledgers.  A number of projects have invested significant resources to build and optimize different parts of this infrastructure layer, and from my perspective, watching these puzzle pieces start to fit together has been fascinating to follow.

 

Regulated security tokens are using SEC crowdfunding rules to raise capital. Could you give us a breakdown of each regulation? For example, Regulation A+, Regulation D, Regulation CF?

Anyone reading this should hire an attorney for more specificity and nuance, but I can run through a few of the highlights. As security tokens are simply digital representations of securities, they are also subject to the same rules as non-tokenized securities offerings. As a result, securities offerings made to U.S. residents must either be registered with the SEC, or exempt under the Securities Act of 1933.

There’s a number of benefits to conducting a registered offering — issuers can generally solicit, sell to diverse investor pools across accredited and unaccredited investors, the securities are freely transferable for trading immediately upon sale, and issuing companies are not subject to regulatory limits on the amount raised. With that said, registered offerings and ongoing reporting requirements can be quite costly and time intensive.

Alternatively, an issuer of securities may seek an exemption from registration. In 2012, the JOBS Act was signed into law, creating an updated regulatory framework for retail participation in exempt securities offerings under Reg CF, Reg D, and Reg A+. While there are a number of unique rules that exist, here are some general features of each category:

Regulation Crowdfunding (Reg CF) enables certain companies to offer and sell securities (up to $1.07M annually) on an internet based platform through an intermediary that is a registered broker-dealer or registered funding portal, and allows both accredited and non-accredited investors to participate.

Reg D Rule 506(b) does not permit the use of general solicitation, but allows issuers to sell securities with no annual fundraising limit, to an unlimited number of accredited investors, as well as to a small number of sophisticated non-accredited investors.

Reg D Rule 506(c) permits the use of general solicitation to sell securities with no annual fundraising limit, where all purchasers are accredited investors, and the issuer takes reasonable steps to verify that each purchaser is an accredited investor.

Regulation A+ permits general solicitation to sell securities up to $20M (Tier 1) or $50M (Tier 2) and allows both accredited and non-accredited investors to participate.

 

Which of these regulations do you personally believe caters best to STOs?

This is certainly a case by case decision — for issuers, it’s important to understand the long-term goals of the fundraise, then work backwards from there to find a framework that is narrowly tailored to those goals. In addition, there are also a number of legal questions and considerations that issuers face when attempting to choose the best legal framework for their securities offering. I always recommend sitting down and reviewing the available options with legal counsel who have experience in both securities laws and blockchain-based fundraising.

 

Do you have any examples of projects using the above exemptions?

A number of the earliest security token projects in the U.S. have leveraged the Reg D Rule 506(c) structure. With that said, there have been a number of offerings who have used different frameworks that were better tailored to their offering. Over time, I expect to see more Reg CF, Reg A+, and eventually, registered offerings.

As it relates to “network” tokens — one major trend I’m continuing to see is more and more pre-launched networks looking to U.S. securities laws to compliantly kickstart their new networks. Blockstack sold $23M worth of “investment contract” tokens under Reg A+ and Reg S. Althea is bootstrapping its decentralized internet network by combining the concept of Reg CF with the concept of “token airdrops” on the Republic equity crowdfunding platform. CoinList is helping projects like Kadena and NuCypher launch regulated Reg D offerings on top of the CoinList platform. I expect for more pre-launched networks to follow this theme. Over time, the aim for many of these networks will be to reach a state where the network tokens originally sold as investment contracts can transition from security to non-security as the investment contract factors erode, and the underlying network becomes more decentralized.

 

Where do you see the marketplace in 5 years?

Digitation and trustless ledgers offer an overwhelming number of benefits compared with our legacy systems — I feel strongly that as the tools and regulations mature, the industry will thrive.

In the meantime, we need to build the industry’s foundation for a variety of use cases and end users — in other words, the right tools for the right segments. We need attorneys committed to understanding asset digitization, and to view tokenization as a strong path for clients. We need legislators and regulators providing guidance narrowly tailored to this disruptive technology. If legislators and regulators can work together across jurisdictions, even better. Finally, we need to continue improving the education in this space — that’s something we’re focused on at Security Token Academy.

Eventually, issuers will prefer tokenization and investors will demand it.

To learn more visit Security Token Academy or read the article Derek wrote titled Decentralization and Security Tokens.

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