Quote from: Nxtblg on January 09, 2016, 07:49:11 PM

Quote from: ignitiondefect on January 08, 2016, 09:27:06 PM

Quote from: markm on January 08, 2016, 09:23:57 PM

Since you are talking shares anyway, why not simply issue so many common stock shares that they are tiny value per share, comparable to a cryptocurrency value per coin or maybe less since shares have no decimal-places they are whole things, integer things; issue the shares on an existing platform such as HORIZON or NXT or Ethereum or the like, and use the API of that platform from your app to let people earn shares.

-MarkM-

That's brilliant, the only downside being compliance with federal securities laws.

I've looked into that. The nasty little surprise is the "Howey test", which allows the SEC to go after any vehicle so long as it meets this four criteria:

1. It has to be sold for money.
2. It has to be intimately tied to a common enterprise, not an aggregation of enterprises.
3. A reasonable person considering whether or not to buy it will be motivated by the hope of profit when deciding to buy or pass.
4. The expected profits are to be realized by the efforts of a centralized group headed up by the promoter, or the efforts of the promoter him- or herself.

Cryptocurrency-wise, #4 is the easiest to avoid for a true decentralized cryptocurrency. So long as you encourage, or at least allow, any independent party or parties to build value-adding services using your cryptocurrency which have the effect of making the crypto more valuable, I think you can make a good case for criterion #4 being false. To qualify as a security, all four criteria have to be met. If one of the four criteria is false, your crypto will not be a security by this test.

By my reckoning, your best bet is to focus on #4 rather than trying to get clever or cute with #1. ["The IRS said Bitcoin is property, not money, and I sold it for Bitcoin!"] Better yet, focus on #4 and #2 by actively encouraging as many independent folks as possible to build value for your crypto. In this sense, the crypto most unlike a security is Dogecoin. To prove it meets the Howey test, the SEC would have to prove a conspiracy theory. That's possible in a court, but it's an onerous procedure unless the conspiracy is small in membership. With respect to Dogecoin, the SEC might as well be hawking the "Protocols of the Elders of Shibe" (if you get my drift.)

One notorious crypto, Paycoin, did meet the Haney test because its promoter, Josh Garza, personally promised that he'd buy back the ones he sold at a price of twenty dollars each through an organization he controlled. This promise sunk him; the fact that he reneged on it sunk him hard.

Disclaimer: I'm not a lawyer, only a Googler. Don't listen to me unless you want to go overboard to pass the "smell test." You cannot rely on me for a technicality-driven measn to avoid the Howey test.

Afaics, the Howey test only requires that investors had a reasonable cause to expect their gains would come from the efforts of some group or community. So if you are pitching your coin to investors, I think you will be culpable. Just being decentralized in terms of distribution of the coins (and not selling it directly) doesn't appear to be sufficient. The Supreme Court said it will look past any obfuscations and always at the underlying economic reality, meaning whether the investors were reasonably relying on the lead developer for their future returns.

To bypass the Howey test, I suggest distributing the coin to non-investors (initial distribution) and diversify the ecosystem as soon as possible so the future performance of the tokens is not tied to the lead developer. These HODLer coins that have nearly no usership can't accomplish this.

Disclaimer: I am not a lawyer.