4 ms·

What are some examples of ICOs that are not illegal securities offerings?

mikekchar 8y ago
Whether or not it's an illegal security offering, I'm not entirely sure because I don't fully understand the law. However, a hypothetical example of one purported not to be illegal would be something like crowdfunding a game. You sell tokens that will be redeemed for a copy of the game when it is finished. This would allow people who change their mind half way through to freely sell their game token to someone else who wants to buy the game (presumably at a loss since otherwise the other person would just buy the game token from the developers). There are probably lots of places where you might get in trouble though. For example, if you increased the price of the token over time, then people might buy the initial token with the expectation that they will be able to sell it for a profit later, when the developer-bought token becomes more expensive. Especially if you state that the price will increase over time, I think you're going to be in trouble (but, like I said, I don't really understand that law). I think such a scheme, if done carefully, might actually be useful. One of the problems with things like kickstarter is that you see the plan of what's going to be done, fund the project and then half way through you see that the plan has changed, or the delivery schedule has changed and you want out. There is no way to derisk your pre-purchase. Having said that, I have seen no actual examples of ICOs that I think are legal.
- wdewind 8y ago
  Late reply and IANAL but I don't believe you can actually do a token model where the people buying tokens early on pay less for them than they will be priced at later. Pretty sure that doesn't pass the Howey Test[1] because there is an expectation of profit. And if there isn't an expectation of profit there is little to no incentive to have a token, kickstarter would work. 1. https://consumer.findlaw.com/securities-law/what-is-the-howey-test.html https://consumer.findlaw.com/securities-law/what-is-the-howe...
jkaplowitz 8y ago
While I don't know of any that have done this, an ICO could register their offering with the SEC, i.e. go public with all that entails, or operate within the exemptions from registration. I think their whole goal includes circumventing that stuff so as to lie better, which speaks to the attitudes and shadiness involved. The rules are indeed too onerous, but not only is the historical reason they came into existence still applicable, it's applicable to exactly this kind of scam.

Whether or not it's an illegal security offering, I'm not entirely sure because I don't fully understand the law. However, a hypothetical example of one purported not to be illegal would be something like crowdfunding a game. You sell tokens that will be redeemed for a copy of the game when it is finished. This would allow people who change their mind half way through to freely sell their game token to someone else who wants to buy the game (presumably at a loss since otherwise the other person would just buy the game token from the developers). There are probably lots of places where you might get in trouble though. For example, if you increased the price of the token over time, then people might buy the initial token with the expectation that they will be able to sell it for a profit later, when the developer-bought token becomes more expensive. Especially if you state that the price will increase over time, I think you're going to be in trouble (but, like I said, I don't really understand that law). I think such a scheme, if done carefully, might actually be useful. One of the problems with things like kickstarter is that you see the plan of what's going to be done, fund the project and then half way through you see that the plan has changed, or the delivery schedule has changed and you want out. There is no way to derisk your pre-purchase. Having said that, I have seen no actual examples of ICOs that I think are legal.

wdewind 8y ago
Late reply and IANAL but I don't believe you can actually do a token model where the people buying tokens early on pay less for them than they will be priced at later. Pretty sure that doesn't pass the Howey Test[1] because there is an expectation of profit. And if there isn't an expectation of profit there is little to no incentive to have a token, kickstarter would work. 1. https://consumer.findlaw.com/securities-law/what-is-the-howey-test.html https://consumer.findlaw.com/securities-law/what-is-the-howe...

jkaplowitz 8y ago

While I don't know of any that have done this, an ICO could register their offering with the SEC, i.e. go public with all that entails, or operate within the exemptions from registration. I think their whole goal includes circumventing that stuff so as to lie better, which speaks to the attitudes and shadiness involved. The rules are indeed too onerous, but not only is the historical reason they came into existence still applicable, it's applicable to exactly this kind of scam.