Quote from: 2112 on October 24, 2015, 04:43:29 AM

I think you clearly plan to promote and distribute a security in the USA but you plan to sidestep the registration requirements by claiming that your security is not a security.

I think I have clearly stated that I intend to create a cryptographic protocol (thus operating over a network of computers which I will not control) that has a genesis block of tokens, and I will offer to release this software code to the open source in exchange for payment for my efforts to deliver those works in an operational condition. Those who fund this work from me by paying for my contracted work, will each get private keys to these tokens on the genesis block. The genesis block is actually orthogonal to the protocol, because the protocol could be used with a different genesis block if the community-at-large so desired (and some of the source code will probably be launched to open source after some delay to give more time for the buyers' genesis block to have some exclusivity in the public market-at-large). Due to open source, the community-at-large (not just those who purchased my software) can then do what it likes with my software, as pertains to defining, assigning, using, furthering, forking, or replacing any value attached to those tokens in the so called genesis block.

The economic case is entirely clear. I work to design and code software; I get paid by a community that collectively wants such software to be produced; and the community agrees the software is released as open source.

The developer might also purchase or receive some of those tokens, and thus become an interested member of the community of open source and might even want to contribute code patches over time to this open source project, as any other member of the community-at-large may. Every owner of these tokens in a ledger of an open source project has the only control that anyone can have over this open source project, since no one has represented to the market that they are the controlling entity and attempting to retain such control. And no representations have been made to the buyers thereof, in fact disclaimers ad nausuem will be made to the contrary, so that participants are in no way mislead about the situation. There is no representation nor any way for anyone involved to know if these digital markings in some ledger will have any future utility or value. This is just a protocol and a network that is not owned by any entity. If the community-at-large replaced the genesis block then the developer would likely have to follow the whims of the public and contribute his patches if any to this replacement genesis block.

Your other points continue to belie the ability to separate concerns that are clearly delineated in the law as orthogonal. I will respond to those in detail in a future post, but really if you don't have anything new and just repeating the same myopia, eventually I am going to see this as a waste of time. But I'll go one more round (or so) to see if you can (or have) presented any new point. That you apparently don't realize that you continue repeating the same point is instructive of your inability to extract the generative essence from orthogonal concerns which was quite apparent to me in the way you were responding in Nagle's thread.

I understand your general line of thinking is that obfuscating the essence of the economic truth in some wording of case law is not a justifiable defense. But the economic case is clear. No warranties nor representations of anything backing the tokens has been made which is the required essence of what constitutes a 'security' (the reason for the word 'secured' by something). This is totally unsecured (as in no backing, not meaning cryptographically insecure which is an orthogonal use case of the definition of secure). If you can make any argument that tokens are backed by anything, then they are backed by the future whims of the community-at-large, the decentralized protocol, and any pre-sale design decisions such as delayed open source release of some of the code. The key test is that no entity is in control (nor managing) of anything that can argued to be the backing for the tokens. The economic case is clear that at the time of sale when the backing starts, there is no entreprenurial or managerial effort on the part of any entity that is capable of making representations about that backing to the holders of those tokens. The holders are in control of the only control of the backing that any entity could have. It is open source and subject to the collective outcome of the community and market-at-large. That is what differentiates it from the other cases you have cited as precedents, thus rendering your citations inapplicable.

And with that explanation it should be much easier for voters to select the correct choice from the poll, but I tend to think voters are not reading the OP and they are voting for what they think is NOT an investment security or basing their vote on their misunderstanding of what a "security" is under the law.