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Topic: Future ICO Woes & Alternatives to ICOs for Fundraising - page 2. (Read 1877 times)

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Oh my why didn’t I think of this.

Air dropping after the fact, the token sale issued tokens, could be a way to convert an illegal security into an unencumbered token!

Is this the way to issue an ICO and get away with it without actually encumbering the future of the tokens?

Actually I did think of this before but I was thinking that the new tokens need to be held for 3 years because I was thinking the same issuer (of the ICO) would issue also the air drop. But if the new issuer is non-affiliated with the ICO issuer, I think this air drop might be the way to convert the illegal ICO tokens to legal tokens.

If a Token is a security, is a fork the same as a share split?

I’m thinking that if the new issuer is non-affiliated with the prior one, then no it isn’t a split. The investment contract was with the original issuer and common enterprise. The new non-affiliated issuer has no investment contract with the investors in the ICO.
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The plot thickens.

Well connected New York attorneys are for sale to issue incorrect opinions on ICOs?

Will governments be fighting between themselves over the spoils of “stealing” from ICOs?

Disclaimer: IANAL. This is my n00b ramblings, not a legal advice.
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This is perhaps why the Filecoin SAFT employed a warrant to separate the company shares from the token (even if that makes those tokens initially securities as I argued).

Securities and ICOs are complicated mess (hornet’s nest).

New ADA Token

That same legal risk (and risk of future delisting) that applies to the Filecoin SAFT, I believe may also apply to Charles Hoskinson’s new ADA token.

Per my prior post, note these former Ethereum founders have been “involved with” the Swiss transgressions of global securities law and even they are involved with that TXSRB presumed attempt to defy nation-state regulators and form their own global self-regulatory body. What are these guys thinking  Huh We can’t defeat the corrupt power of nation-states by walking directly into the jurisdiction of “their” JUST-US laws already on their books regarding securities and AML. Instead we must paradigm-shift away from securities issuance which is what proof-of-work does.

So this group issued ADA vouchers primarily to Japanese investors (and btw their websites are designed so they can’t be captured by archive.org nor archive.is!), which afaics have no purpose other than to be exchanged for ADA tokens which are now being sold to US investors on Bittrex!

Afaics, this is a violation of Regulation S safe harbor exemptions because even though the vouchers were offshore transactions and were not directed sales in the USA, the exchange of the vouchers for tokens (which are now offered for sale to USA person on Bittrex) is just an obfuscation of the economic reality of the “investment contract” per the Howey test!

I presume they have good attorneys and may also be well connected in FinTech, but I predict the way this will play out is ADA tokens will become highly regulated.

This is not cryptocurrency in the (popular interpretation of the) spirit of Satoshi Nakamoto (although “Satoshi” had a sinister hidden objective which is just now coming to light), as they admit. As well, their Ouroboros ledger technology is not decentralized.

IMO, Charles has lost the plot. I am of the opinion that their group and project(s) are headed not in the direction of world changing paradigm-shifts but rather encumbering the tokens and ecosystem with rigor mortis regulatory morass right into the lap of the evil motherfucking powers-that-be and the morass of centralization that retards degrees-of-freedom and permissionless network efforts.

I am going the other direction towards scalable, permissionless, decentralized!

Seems proof-of-work was specifically created to avoid encumbering the tokens with regulation, so that it survives as a globalization phenomenon (which is one of the big hints as to who created Bitcoin). I expect the nation-states’ TPTB (regulators, fat cats, etc) are going to have an eventual feast on these token-sale-issued tokens (no matter how they were obfuscated with vouchers and SAFTs).

These “useful idiots” are playing right into the plan of how Bitcoin would globalize (while necessarily becoming entirely centralized mining as has recently been proved in research!) while the scammers would drive the excuse for massive regulation:

It's a very good time to be a money launderer, and you can thank cryptocurrencies

Cryptocurrencies have exploded in popularity in recent years that has led to a red-hot fundraising trend where start-ups bring in millions of dollars in capital by issuing virtual tokens to investors in exchange for money.

Initial coin offerings (ICOs) have become a primary means of fundraising for projects built on blockchain technology. Companies create and issue digital tokens that can be used to pay for goods and services on their platform or stashed away as an investment. They put out whitepapers describing the platform, software or product they're trying to build, and then people buy those tokens using widely-accepted cryptocurrencies (like bitcoin and ethereum) or fiat currencies like the U.S. dollar.


All of that is done without any regulatory oversight, and that has regulators — and members of the financial industry — worried about the potential of widespread money laundering and fraud.

ICOs are enabling the media to associate cryptocurrency and blockchains with money laundering, terrorism, North Korea, World War 3, etc..

I think the differences in approach here is due to different world view of the negative value of democracy and the reality of democracy (i.e. what really happened on 9/11 that everybody really wants to sweep under the rug).

Let the competition of ideas, designs, concepts, and financial structuring ensue.

Disclaimer: IANAL. This is not legal advice.
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Re: Bittrex's delisting Bitshares (is it a SEC action)?

Quote
2‍. Bitshares is a TXSRB clean token and will not be subject to SEC or other government crackdowns (happening right now!)

No where do I see the TXSRB explain why a “Fat Protocol” token fails to meet the Howey test.

What is the logic?



Quote from: johnsmith
3‍. Bitshares is being used to create the STOKENS exchange for issuing and trading SEC-compliant tokens. Most/all ICOs will be moving to Bitshares instead of Ether in the future as companies are forced to follow the rules set by the SEC and other government/regulatory agencies. Already there are many ICOs happening on Bitshares - Smoke, Kexcoin, Bitspark, Satoshi.fund, Bondonblockchain, Crypviser, YOYOW from the top of my head - many more on the go!

7‍. China is shutting down centralized exchanges; the US and other countries will follow soon. SEC has recently filed charges against a US based-ICO and they are using it to build a model to crack down on all the other ICOs. Decentralized exchanges are the future of trading crypto and Bitshares is the No. 1 DEX on the planet by any metric - transactions per second, scalability, security, volume, adoption, speed, number of assets, etc.

Well there is a likely reason to delist it if an exchange is concerned about securities regulations exposure.

Stokens are the TXSRB’s attempt to subvert nation-state regulations and create a global self-regulated authority, but that does NOT make them SEC-compliant. It makes them a competitor to the SEC’s jurisdiction.

All I see is dire warnings from the TXSRB and no details about solutions:

As we move forward we must both create legal coins and clean up the old mess created by the Swiss, Singapore and other countries who skirted security laws globally.  There is a possible path forward with the SEC if nothing nefarious occurred in a company.  For those who pumped and dumped, where insiders sold or manipulated markets, where advisors took broker/dealer fees of 25% and added no real value, where investors were purposely lead astray or worse, you can expect no free ride.  For the Swiss law firms who represented the bad firms I personally hope they're held personally liable when SEC v. Traffic Monsoon finishes and global jurisdiction and class action lawsuits become the new thing.

A mess was created in Switzerland and cloned in Singapore, Gibraltar, Luxembourg, Estonia and similar countries who promised to magically transform companies into not being companies, with the sole purpose of avoiding global securities & exchange laws, KYC/AML, taxes and provisions to protect investors from fraud. That anyone in Switzerland wants to represent a regulatory authority to tackle the problem they made fortunes creating, now that the founders they guided could face fines and jail time, is sad and ironic.

[…]

(2) Once/if tokens trading on an exchange are deemed securities an exchange must comply with the SEC & FINRA or cease operations and that would include delisting identified toxicoins deemed as illegal, unregistered securities in the hands of non-accredited, un-documented, un-KYC/AML'd individuals who could be bad characters. More than likely the exchange would be shut down as well or at least investigated and sued by the SEC for non-compliance. Hopefully users would have time to take their tokens before/if assets are frozen.

The very bad news is that potentially most tokens and exchanges are illegal and could be investigated or shut down, and the founders/lead engineers/lawyers brought before US courts, regardless of being distributed or autonomous, based on a SEC victory in SEC v. Traffic Monsoon, which could literally see that outcome any day.

The dominoes are falling.  On July 25th the SEC let the world know they think some tokens are securities and specifically the DAO token.  India, China, Japan, Singapore… announced they are going to regulate some tokens as securities and will likely decide which tokens are, or are not, securities. The SEC could begin investigating individual tokens, creating great inconvenience, cost and damage to the value of that token with the potential years of uncertainty about the outcome weighing on the minds of that specific token’s owners.  There is also uncertainty for centralized exchanges, and perhaps even decentralized exchanges, who allowed the DAO token to trade; or how about all of the tokens that will/may be deemed securities trading on those exchanges now.

[…]

The TXSRB is a private organization but is subject to any government-imposed regulations to the extent an applicable governmental regulation or law applies, supplemented by the internal regulation put in place by the TXSRB.
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Even Austria and Switzerland got into the ICO crackdown mode.

And Singapore’s banks are also going after the bank accounts of those facilitating ICO issued projects.
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EDIT: see my latest post on this.



Right now we're in the Wild West Capitalism ICO phase. I expect the market to get somewhat regulated over time as gov regulation catches up. However, the cat is out of the bad and there is no turning back anymore.

I presume you voted No in the poll and are justifying your No vote with the bolded (my emphasis added) assertion.

You do not seem to understand the point that the authorities do indeed have the power to compel investors to not trade illegal ICO issued securities, because investors have to report their itemized capital gains on tax reporting.

I guess we will find out how significant tax avoiding cash markets are if authorities delist and make illegal the trading of unregistered securities (i.e. ICO issued tokens that were not registered).

Personally I am not against the rise of decentralization. I am just trying to be pragmatic and understand implications and how to best position for the outcome.

As my prior posts in this thread explained in great detail, the future of ICOs are registered securities, but these will only trade on registered exchanges, but each nation has a different registration policy for both securities and the exchanges of securities. This will be a huge non-fungible mess (analogous to how stock trading is not international). And if the issuer does not maintain compliance and reporting, the registration can be revoked and then it is illegal to trade the token to other investors (unless the token had been held for 3 years by everyone). That is an unworkable mess. Nothing like the global ICO trading we have now.

@CoinHoarder’s summary and I agree that just like in the Dot.Com bubble burst, most of the ICOs will end up worthless and useless.

Note Australia has just pointed out that my blog is correct and that most ICOs are securities per the pooled funds and common enterprise test. Every nation is preparing to crackdown on unregistered ICOs.

Disclaimer: IANAL. This isn’t legal advice.



Re: ICO's killing crypto

[…]

Not that extreme. They’re just going to use the ICO regulation to increase the digital tracking of everything we do:

Japan on it's move to regulate cryptocoins, has started licensing exchanges operating inside it's jurisdiction.
https://www.bitsonline.com/japanese-exchanges-licenses/

Quoinex becomes the first to get such license followed by bitflyer.

So, are we going towards more kyc, identity verification, source of income, income tax, profit tax, remittance tax?
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Right now we're in the Wild West Capitalism ICO phase. I expect the market to get somewhat regulated over time as gov regulation catches up. However, the cat is out of the bad and there is no turning back anymore. 
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Yet again, I prophetically I warned everyone:

Reuters report South Korea has banned all forms of initial coin offering

http://v.media.daum.net/v/20170929100212900

What it says is "Korea will ban any kind of ICO." It is official from the Government.

We had many warnings that this was coming (which my blog from Sept 2 had mentioned South Korea’s warning):

https://www.cryptocoinsnews.com/south-korea-tightens-bitcoin-regulations-will-punish-icos-report/ (Sept. 4)
http://www.the-blockchain.com/2017/09/04/south-korea-plans-crackdown-icos/ (Sept. 4)
https://cointelegraph.com/news/china-forces-icos-to-return-funds-as-korea-warns-of-punishments (Sept. 5)

I had been reiterating these warnings this week.

Including my warnings a few hours ago:

Re: Will ICO fundrising survive at 2018+?

There are so many fears and rumors around ICO. I think that ICO format is very convenient for projects as well as for investors. There are too many scam ICOs and I understand what is the point of the governments fear. But I wonder what do you think about ICO in 2018+. Will it survive?

Probably not for those which are not issued in a more compliant way.

Study the facts.

Investors are risking legal and criminal culpability for illegal selling on unregistered exchanges.

Crackdowns are coming eventually. China just the first salvo of what is coming from regulators in major nations.

Steem started dropping when the Poloniex wallet got disabled for "maintenance". That was 2 months ago, and I think when a lot of people realised they couldn't withdraw their Steem from Poloniex, they sold it for bitcoin, which they could withdraw. And the Steem price hasn't really recovered, because the wallet on Poloniex hasn't been re-opened.

It's a shame when exchanges mess with coins like that.

That’s an example of what is going to happen to all ICO issued tokens when the delistings come forth.

And STEEM is still trading on Blocktrades and Bittrex, so imagine the utter collapse towards 0 of the STEEM price if it had been delisted from every significant exchange.

Everybody going to get plenty of warnings but they will ignore the warnings of course.
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TZero, a subsidiary of Overstock, announced on Wednesday, September 27, the launch of the first exchange that will […] offer a legally approved and regulated alternative to a major ICO stock exchange, such as the New York Stock Exchange and the Nasdaq.

Did you not see that I was analysing that press release in my prior post? I quote myself:

Quote

Two of you guys sent this to me. My stance is it probably has some validity but with many possible caveats…



I will continue my analysis by quoting from the 1933 Securities Act:

Quote from: James A. Donald — the first person to interact with Satoshi Nakamoto on the mailing list
Every website reporting on the altcoin boom and the initial coin offering boom has an incentive to not look too closely at the claimed numbers. Looks to me that only Bitcoin and Steemit.com have substantial numbers of real users making real arms length transactions […] The crypto coin business is full of scammers, and there is no social pressure against scammers, no one wants to look too closely, because a close look would depress the market. There is no real business plan, no very specific or detailed idea of how the coin offering service is going to be of value, how it is going to get from where it is now, to where it is going to usefully be […] When you buy an initial coin offering, you are usually buying shares, usually non voting shares, in a business with no assets and no income and no clear plan to get where they will have assets and income, as in the dot com boom.


Essentially the only way I can see to issue an unencumbered cryptocurrency by token sale, is to enforce on the decentralized ledger that the tokens can’t be sold for 3 years and that all tokens were held by those who aren’t issuers nor underwriters after that 3 year restriction. The 3 year holding period seems to be consistent in the UK also, which is the other significantly developed market for securities. That at least makes it sure that the token is legal for all use, spending, and trading in a decentralized context (regardless whether it’s registered with regulators). However, even with this precaution undertaken, unregistered exchanges (i.e. not registered dealers) might still be wary of listing tokens which were originally issued as securities (before the 3 year freeze on the decentralized ledger) unless perhaps the regulators provide more clarity (and registered dealers exchanges don’t offer trading in non-securities, but they may continue to offer trading if the said tokens were registered as securities and registration has been maintained and not revoked). And it’s possible some jurisdictions’ regulators might claim that the tokens remain securities indefinitely (because it can’t be proven that the prior or future efforts of said common enterprise don’t remain relevant to investors’ investment decisions, c.f. my blog for a quote of jurisprudence in a dissenting opinion). And because it can’t be proven that all the tokens were at some point spent on goods and services (thus removing their securitization).

Additionally although afaics not strictly required by the law, it would be advantageous to also insure that ecosystem is sufficiently decentralized that the common enterprise that pooled the funds of the original token sale is no longer the basis of investors’ expectation profits.

Re: Don't be afraid of ICOs

What are your thoughts on this?

Study the facts.

Be afraid of every token sale which is not locked on the blockchain for 3 years before trading (or unless it’s a registered security and you only expect to sell it to other investors on registered exchanges). Your token will likely get delisted eventually from exchanges (unless it can be registered which is not the case for all the current token sales). Legal and criminal implications for you personally possibly for illegal trading on unregistered exchanges.

Crackdowns are coming eventually. China just the first salvo of what is coming from regulators in major nations.

Steem started dropping when the Poloniex wallet got disabled for "maintenance". That was 2 months ago, and I think when a lot of people realised they couldn't withdraw their Steem from Poloniex, they sold it for bitcoin, which they could withdraw. And the Steem price hasn't really recovered, because the wallet on Poloniex hasn't been re-opened.

It's a shame when exchanges mess with coins like that.

That’s an example of what is going to happen to all ICO issued tokens when the delistings come forth.

And STEEM is still trading on Blocktrades and Bittrex, so imagine the utter collapse towards 0 of the STEEM price if it had been delisted from every significant exchange.

Everybody going to get plenty of warnings but they will ignore the warnings of course.



…There’s no benefit for us to register the premine as securities, because they must be held and not traded for 3 years (and maintaining registration is the antithesis of a decentralized ledger). However, as I wrote in that BCT post linked above, its possible the ecosystem will be so decentralized after the said 3 years, that those premine can no longer be construed to be securities. And thus the unregistered exchanges wouldn’t delist our token if that is the correct interpretation. In any case, if we assure that all premine that was held for 3 years was held by those who aren’t the issuer and/or that all premine held by the issuer were never sold and always spent for goods and services, then after the 3 year period our token will continue to be legal to spend and trade in a decentralized context (and we’re planning a built-in decentralized exchange any way).

Note I just realized we should probably unlock the premine gradually so the market could gauge the level of premine selling so hopefully less potential the market could panic and sell off in anticipation if premine holders don’t intend to cause a sell off.

Disclaimer: I’m not advertising any sale of anything. Nothing has been decided yet. Just sharing/brainstorming/researching ideas at this point.
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TZero, a subsidiary of Overstock, announced on Wednesday, September 27, the launch of the first exchange that will provide a platform for the exchange of tokens issued in the initial crypto derivative (ICO) offers that comply with the guidelines of the Commission of Securities and Securities Regulatory Authority (FINRA) of the same country.
The exchange will be launched in partnership with RenGen LLC and Argon Group.
In short, the exchange will offer a legally approved and regulated alternative to a major ICO stock exchange, such as the New York Stock Exchange and the Nasdaq.
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Appears I have been overzealous and have an important oversight. Apparently holding registered securities for 3 years that were obtained from an issuer, underwriter, or dealer, removes any restriction on who they can be resold to. And apparently unrestricted securities can be traded P2P if the funds transferred (i.e. BTC exchanged for the token) are not being pooled into a common enterprise! I need to sleep first, then do some more research to make sure I understand all the nuances such as impact of issuance under different exemptions and what impacts that being securities have on whether exchanges such as ShapeShift will shun them. This still might not be a solution for me to sell premine, I need to study more after sleeping.

Also the AML requirement for issuers to register as a MSB when selling to investors could perhaps be met by selling on an exchange or ICO platform that is a registered MSB instead of spending on goods & services.

However, my stance (that they will be illegal to trade in any way) against ICO tokens not held for 3 years remains valid, because the “underwriter” (distributor) restriction is transitive indefinitely for those who don’t hold for that duration:

http://scholarlycommons.law.wlu.edu/cgi/viewcontent.cgi?article=1743&context=wlulr#page=8

And apparently if we issue the premine under an exemption (such as Regulation D, A+ or CrowdFund) and do not register them with the regulators, then they are forever illegal to resell to non-accredited investors until an IPO registration (but really I’m ignorant of these details).

However, another huge factor has occurred to me. If the person transferring the premine does not sell it to an investor and instead spends it on goods & services, then I think indeed it has been converted from a security into currency! Aha! Yes because there is no investment contract in terms of what has been transferred. Wow. But will the SEC concur that a spend is not a resale?

But then the follow-on problem is how can I be sure that those who I issue the premine properly converted it to currency when they disposed of the tokens. And thus would exchanges be wary of listing the tokens if they can’t be sure that all units are currency and not securities (that require dealers/exchanges to register and regulate the securities). But if selling the securities to another investor doesn’t pool the funds transferred to a common enterprise, then perhaps those are no longer securities if (the investor is accredited or) the holder is not an issuer, underwriter, or dealer. But again per the link above, the seller is an underwriter if the original (and transitive violations) seller has not held the token for “sufficient length of time” (~3 years).

This is very complex. Need to sleep first.

I believe there are additional complications. For Regulation CF and A+, once 2000 shareholders (i.e. shareholders may split their holdings when they trade some of them) and/or $25 million valuation are exceeded, the company that issued the shares have much more significant ongoing compliance with the SEC.

And what happens to the securities if that company is no longer in existence? I need to research that.

Apparently the shares become deregistered:

Through Tuesday, the SEC had suspended trading in 163 delinquent filers and permanently revoked the registrations of 409; to some extent, the two statistics overlap.

So registering tokens as securities encumbers them with centralized common enterprise reporting for them to remain legally tradable apparently.

https://www.sec.gov/fast-answers/answersdfnctcohtm.html

This is perhaps why the Filecoin SAFT employed a warrant to separate the company shares from the token (even if that makes those tokens initially securities as I argued).

Securities and ICOs are complicated mess (hornet’s nest).
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Absolutely false accusation. The quoted linked blog contains the accumulation of years of my research on this issue which has canonical threads that predate yours by years. There’s a depth of analysis in the linked blog which far outstrips your recent thread discussion.

Additionally this thread contains a poll and yours doesn’t.
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