Quote from: 2112 on October 24, 2015, 04:28:35 PM

Quote from: TPTB_need_war on October 24, 2015, 01:21:27 PM

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.

Certain facts bear repeating, both now in this thread and in the past in the other threads.

You and other people tend to be missing the fact that most successful securities prosecutions in the USA were against promoters and sales agents. The courts spent very little time considering the nature of the underlying security. Most of the time was spent analyzing the "economic reality" of the promoter who sold "something" to the buyers and the promoter gained money while buyers lost money.

My prior post today is to make it clear that "promoting" is one of the modes of making something a security. The generative essence point you continue to err on is that "the nature of the underlying security" is defined by the actions of the entity that would be culpable for registering them. The economic case is made by this definition of what a security is in terms of a backing (securing) the reasonable expectation of future gains. You can't separate the two. You can't have the chicken without the egg, nor vice versa.

Quote from: 2112 on October 24, 2015, 04:28:35 PM

One thing that you have in common with all the others successfully prosecuted in the USA is your plain and innate desire for attention and self-promotion. Conceivably you could be raising about the same money working quietly behind some figureheads (either persons or organizations). This is how the traditional securities industry is organized: the responsibility is spread over multiple layers underwriters, syndicators, sales brokers, etc. It seems like you abhor working with other professionals on the equal terms and always want to do it alone. In particular I clearly sense that you didn't even go to a friendly lunch with some securities lawyer. Your style of argumentation shows that you can't distinguish between "arguing the case" and "arguing with a person". Theoretically you could change and obtain a securities counsel and listen to his advice. But I feel that that would completely go against your personality and your goals in life.

TL;DR: Yup, it is the promoters that most often get prosecuted in the securities litigation.

Again you continue to conflate separate concerns. "plain and innate desire for attention and self-promotion" is not the defining characteristic for making the "investment contract" which causes a sale to be an "investment security". Observe the following quoted example (of myself) as a clear exception and thus proof of your error when you ASS-U-ME I would self-promote to investors rather than promote and sell my software and protocol to users that desire to have a token based representation of clicks on the internet, a cool new paradigm for users (not for investors!). Self-promotion is also a way of getting users interested in playing the game I am creating, and thus buying a copy of it. And why can't I crowdfund a virtual game with tokens making it clear the sale is for users (users need tokens to play the game) and not for anyone who expects any investment contract. Perhaps you forgot this game is about exchanging the tokens for actions, and if investors are choosing to misuse the game to exchange tokens for fiat (which is a regulated activity!) the fact of life is I can't control how people abuse software for non-intended usage. Sorry if it disappoints you that I don't need an attorney and underwriter broker leeches to for the simple benign and humble act of creating and selling my programming labor to users of the software I create. This has been an activity I have been doing my entire life. Your condescending attitude about my desire to not have to consult with attorney for the simple act of selling software to users, sounds like you are extortionist trying to scare or belittle me into paying for services or advice I may not need.

Quote from: TPTB_need_war on October 26, 2015, 11:45:09 PM

Does it really matter if users accidentally misspell it 'clicks' or 'clickz' (or 'fucks' hehe), if they are using the same protocol when doing it.

Note it is actually quite desirable to present this project of as "less serious" to investors (although I am very serious about targeting large markets with my software) and solely targeted towards users so that I can't be accused of promoting some investment security. I am trying to create software that targets large markets, because I want to use the software. I am not targeting investors. I only want to be funded for my efforts to create this user software (not investment focus) because I do have bills to pay. And there are other users who may also want this software and protocol and want to crowdfund me to create so they can use the software and protocol too. Any expectation of gains in exchange value to fiat or whatever is your own to make and I offer no such representations and I will disclaim profusely that these tokens are for investors. These clickz tokens are targeted for users of the software and protocol. If I do a crowdfunding, it will be explained clearly that these tokens are for users and no gains in exchange value should be expected.

Quote from: TPTB_need_war on October 26, 2015, 06:58:54 PM

I want to speak to people who think ion is a better name than clickz. Why?

Who are we creating this altcoin for? As a pump & dump (targeting only the readers of this forum and Reddit) for starry-eyed, crypto-nerd investors who think ions are so "ray gun" cool? Or as a serious attempt to go spread microtransactions to a billion users on the internet?

Ion means nothing to your sister, mother, and your grandma. Go ask them. Feedback to me your market canvassing results.

For the men you ask (who don't read this forum), ask them what type of internet services, function, or product an ion would connote for them. I doubt any of them will say money, microtransactions, social networking, or any answer related to any of our target markets.

Quote from: 2112 on October 24, 2015, 04:28:35 PM

Erik Vorhees got of relatively easy because he astutely traded the Bitcoins raised by his issues and (after advice of his counsel) preempted prosecution by simply rebuying/repaying all the holders of his securities. Because the buyers had no loss to show the SEC had very weak case that basically consisted of "missing paperwork".

If you can design your "cryptographic protocol" in such a way that its users/buyers are highly unlikely to lose money and the managers/sellers are highly unlikely gain the money at the expense of the former, then it is the best defense against any prosecution in any jurisdiction.

Erik Vorhees was allegedly or ostensibly involved in a common enterprise making representations of expected profits to investors.

If I am selling software to users with clear disclaimers that the product is like a virtual game with no expectations of future gains promised and that the software is designed for users of this game and not for investors, then whether the tokens have exchange gains is irrelevant. No one gets prosecuted for making a game where the score doesn't always go higher for every user. What are you smoking that is causing you to conflate orthogonal cases and continue to cite case law to me that is inapplicable?