Two of you guys sent this to me. My stance is it probably has some validity but with many possible caveats:
https://tzero.comhttps://www.cryptocoinsnews.com/retailer-overstock-will-issue-company-stock-on-to-blockchain-platform/Their blockchain explorer isnt showing any recent trading activity for the stock they issued in 2016:
http://ledgerexplorer.t0.com/static/search.htmlNote StartEngine is also entering this arena (I may try to call them to get some clarifications on my understandings):
https://www.crowdfundinsider.com/2017/08/121005-crowdfunding-platform-startengine-will-enter-initial-coin-offering-space/But there are very complex caveats that I am going to have to try to distill after I sleep. For example, these tokens even if registered cant be traded every where as a cryptocurrency to non-accredited investors while still restricted. I think regardless of if the issuing project is still functioning as a common enterprise or not (i.e. still ongoing development which the investors profit expectation relies one). Also there are issues with investors from countries outside the USA, as the securities may not be registered for investors there (yet if theyre no longer securities because the funds are no longer being pooled back to the common enterprise given the horizontal commonality definition, then perhaps it doesnt matter in some jurisdiction but this is complicated). Also registering securities with the SEC incurs much more initial and ongoing compliance costs for the issuer common enterprise. Read todays changes to my prior Filecoin post for some details:
https://bitcointalk.org/index.php?topic=2159815.msg21676934#msg21676934I am extremely sleepy right now and not coherent enough. Will be updating my blog with some corrections to reflect those edits I made to the Filecoin post.
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 dont hold for that duration:
http://scholarlycommons.law.wlu.edu/cgi/viewcontent.cgi?article=1743&context=wlulr#page=8And 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 Im 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 cant 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 doesnt 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.htmlThis 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 (hornets nest).