I see Dan is making a legal argument for the EOS token sale not being a security, so he is essentially arguing that because they did not use the pooled funds for developing the software (which he claims are revenue for a software sale, not an investment in the future value of tokens). The Howey test will look beyond such obfuscations of the economic reality. The economic reality is the investors are depending on Blockone to provide the profit expectation for the tokens. I suppose analogous to the arguments for the SAFT, they’re thinking that the pre-functional tokens are securities (although they claim they’re not and are revenue) and the functional tokens at the time when Blockone is not running the nodes are not securities because Blockone as the common enterprise will have ceased doing the significant efforts. Even if courts and regulators agree with that logic, the pre-functional tokens are clearly securities (as are the shares of a SAFT) and they have clearly been promoted to and sold to USA investors. Also the USA is not the only country with securities laws. And the funds invested were pooled with Blockone regardless whether they used the funds or used prior funds. One of the arguments for the SAFT is that because the pre-functional shares are treated as securities, then the public-at-large (i.e. the non-accredited investors) are protected from the sort of fraud and insufficient disclosure that securities law is designed to protect. So Blockone did not adhere to the protections that would make the SAFT concept worthy to society and regulators, and instead sold the pre-functional token (as an investment contract!) willy-nilly. Dan was asked why they made the pre-functional token tradeable which adds evidence that investors buy it to distribute it as underwriters, and Dan basically gave a nonsense response. This sort of hair-brained stuff from Dan is what boggles my mind. I presume he is thinking that if they have enough money they can afford attorneys and buy off regulators or perhaps even lead an overthrow of the powers that be? In that case, even a $billion is not enough.

Dan’s response to the question about what assurances do buyers of the token have is very incriminating in my opinion. Basically he is admitting they have to obfuscate the economic reality to attempt to evade securities law. In the prior response he stated that they needed to create a distribution, so this implies there is an expectation that some group will launch the live network honoring that distribution, and then they mention they will use the $300 million to develop ecosystem infrastructure and apps, yet then they somehow disclaim that that will be connected with this spontaneous formation of a live network that honors the distribution of the formerly “useless token”. Dan tries to imply that the distribution is distinct from the Blockone common enterprise (which issued the distribution in a token sale) and that the common enterprise is just selling open source software token which anyone might or might launch into a live network, and thus implying Blockone would not be the issuer of the eventual live network tokens and also claiming they are not issuing a security for the pre-functional ERC-20 token. This is clearly a premeditated obfuscation of the economic reality. Buyers of the EOS ERC-20 tokens are clearly expecting the live network to honor their share and they are clearly basing their profit expectation on the efforts of Blockone to develop the software that will form the live network. The current speculative trading on EOS ERC-20 tokens on exchanges is clearly based around those expectations of the ongoing efforts Blockone must complete. What are their lawyers smoking? I want some of that shit.

My understanding is that the securities law attorneys who advise for example Blockone, are paid to provide a legal OPINION. This means their culpability is limited as long as they provided a reasonable justification for their opinion. Yet the culpability for breaking the law will rest on the principals of Blockone, not on the attorney. The attorneys could be fined or in the worst case dis-barred, but the criminal and culpability for returning the $300 million rests on the principals of Blockone and possibility any affiliates and underwriters complicit in the scheme which might include some of you shills in this thread.

Disclaimer: IANAL. This is not legal nor investing advice.