That is correct. However, there is no jurisdiction backing up his claim.
If a company doing an IPO on NXT isn't legally incorporated in a state or country, I'd stay the hell away from that investment.
Yep.
In many common law jurisdictions (perhaps civil law jurisdictions as well) "investors" in a common enterprise not carried on through a separate legal entity may be found to be partners in a general partnership and as such would be fully liable for the debts and liabilities of the partnership.
This, plus the fact that selling unregistered securities to the public is often prohibited, makes all these experiments very dangerous legally.
That seems to imply that
any and all holders of NXT are "partners in a general partnership and as such would be fully liable for the debts and liabilities of the partnership," since we are all "'investors' in a common enterprise"...etc.
Is this a correct interpretation, cryptolawyer?
There is no legislation regarding cryptos directly, so there are no precedence to look to to provide a clear picture of what will happen in such cases. It really depends on how the court decides to few cryptos. But in the case that they view them in such a way, then applicable laws would apply.
The safest way to approach is to assume that if you can be criminally charged, you will be; If you can possibly be held liable, you will be sued. If you have a good attorney, your good intensions MAY be taken into account in court...Maybe.
The bottom line is that both sides of the fence cannot be played. I people want cryptos to be taken seriously, then we can't forget this. If we want cryptos to be seen as legal tender or legit currency, then we have to expect to have to play by the rules. There is no half way. It has to be all in our all out.
The fact is that some of the developments that have occurred, or are in the process of occurring with NXT leave ALOT of people exposed legally, and could be seen in court to be direct violations and criminal fraud. Truly a can of worms.
I have to admit that I am unsure as to whether a cryptocurrency by itself could be deemed to be a security and therefore form a basis for holders to be deemed partners in a partnership or to deem that an unregistered offering occurred when the initial currency was issued. In fact, the SEC here in the US mused over the issue last year, although they appear not to be pursuing that line of reasoning recently. In the US the outcome may turn on the application of the "Howey" test for securities, and may fail in the requirement that holders expect profits based solely on the efforts of others. Encouragingly, there are examples of non-crypto private currencies having been used for years in some towns in the US, and to my knowledge none have ever blown up in their users' hands.
"Shares" in non-entities where returns are expected from the operations of the non-entity are almost certainly securities under the Howey test, however, and in my opinion dealing in such shares is a much more likely activity to get people in trouble than just holding and using cryptos as a currency. And calling the issuance of these shares "IPOs" (a term widely understood to mean a registered offering) is akin to begging the regulators to take a closer look (and they won't like what they see).
Personally, I hold and use cryptos, as I view the risk of liability in that context to be minimal (and we have other regulators, like FinCEN, affirmatively stating as much in respect of other areas of law). I would not, however, invest in non-entities (crypto or otherwise); most forms of separate legal entities provide limited liability protection for their owners (admittedly to different degrees and subject to certain exceptions), and there is simply no good reason not to avail yourself of such protection. Even if the likelihood of being held personally liable for the business' liabilities is remote, why even go there?
Probably the most risky of all is publicly offering and selling unregistered securities (whether or not of a separate legal entity). In the US this is a textbook violation of SEC regulations and other laws, and my guess is that this is where we'll see the first legal action, either by the SEC itself and/or by an investor who loses money.
And while I am a lawyer, I am not YOUR lawyer, and none of the above is legal advice.
In your opinion, what are the possibilities that the NXT community could be seen as a "general partnership" in the terms that you previously mentioned?(Concerning the fact that we have elected committees who have termed themselves "governance" and are seeking to enter into contracts with potential investors, communal asset gateways with holding accounts for the purpose of holding others funds, ETC. all under the pretense of being a decentralized ecosystem.)
I am not trying to be negative, but from what I understand and based on advice that I have received this seems to me to be something that may be a reason of concern for everyone involved; I would like to know your opinion.