I came across another related comment to the above. It's in reference to the Golem token sale, but same rules would apply to any ICO.
References:
https://en.wikipedia.org/wiki/SEC_v._W._J._Howey_Co http://apps.americanbar.org/buslaw/blt/2005-05-06/forcier.shtmlThe Howie Test:
Under the Howey Test, an interest will be classified as a security only if the following three elements are present:
*an investment of money has been made,
*in a common enterprise and
*the investor has the expectation of profits, which profits are expected to arise solely, or substantially, from the efforts of the promoter or third party.
So here is what is going on. You can insist all night and all day that your "Tokens" are "just crypto, man, it's unregulated dude" until you are blue in the face.
Problem is, according to the Howie Test, if it looks like a duck walks like a duck and quacks like a duck, it is a security, must be registered with the securities and exchange commission, must be sold only to accredited investors worth more than $1 million excluding the value of their home and with 5 years of trailing income of $200,000 per year, and you can only promote the security (like you are doing here) if you are a Registered Rep for a bona fide Registered Broker Dealer.
Here's where your token becomes a security "It is important to note that GNT will NOT be used for payments within the Golem network: Its only role is to grant the owner a share in the Golem network’s fee revenue."
Oooffff! You SAY it's a token. But according to the Howie test, people have to pay in ETH (which has a dollar value), the token carries no votes and no say in the management (so 2 and 3, a third party will do the work) and you are selling it with the expectation that a profit will be made by the "investor" from the fees and distributed to token holders.
No voting rights + dividends = Preferred Share!
If the SEC notices, or if you piss off anyone in the slightest, particularly because you are raising well over a million dollars---you could go to jail just for this post!
Everyone involved in the management (and your little investing club) is also selling securities, unregistered, without a licence! They need to all STFU until the lawyer tells you how right I am.
Crypto exchanges wont be able to sell or carry this, because it is a preferred share, and while they are Fincen licenced, they are not SEC registered broker dealers! It would have to be traded on a stock exchange, and stock exchanges don't do crypto, so you'll have to create paper!
You guys really, really need to get someone from the business faculty (this is a school project right?) to corroberate everything I have told you, and call a securities lawyer for advice before selling this like it was fucking Dogecoin.
Dogecoin didn't pay dividends and no promises of profits were made---and they didn't use financial terms like "ICO".
I STRONGLY suggest you remove this post and any others where your non-licenced ass has been peddling and promoting unregistered securities to unsophisticated investors. This post is enough to put you in jail.
If you read ETH's ICO info, you'll note that they are very, very careful not to promise any profit at all.
This is where you are fucking up. Call a lawyer.
Your welcome. (I am a former LICENCED Stock Broker).
Can your legal team respond to this and guarantee you're not putting yourselves, investors, and the ICONOMI platform at risk of litigation?
- poor Howie is actually Howey
