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Well I’m just an attorney that works with the SEC on these matters, and have had these exact conversations with the Office of Chief Counsel. What do I know, ke

Well I’m just an attorney that works with the SEC on these matters, and have had these exact conversations with the Office of Chief Counsel. What do I know, keep the down votes coming.

Alex3917 8y ago
I mean I'm not saying you're wrong, on the surface it just doesn't make any sense though and it's seemingly different than what the SEC was saying as recently as six months ago. It's easy to see how if something were a security then the issuer could be required to restrict transfer, but under the framework of the Howey Test (or whatever else) what is the justification for how not restricting transfer could make an airdropped asset a security if they didn't also do an ICO or do something else to make themselves a security? I mean clearly it could contribute to an expectation of profit, but how do the other prongs of the test get violated? Last year I did invent a novel mechanism to allow tokens to comply with securities laws while both allowing end users to spend them as utility tokens and accredited investors to profit from them as investments, so I'm curious to see if a real market need develops here.
- will_brown 8y ago
  >Last year I did invent a novel mechanism to allow tokens to comply with securities laws while both allowing end users to spend them as utility tokens and accredited investors to profit from them as investments, so I'm curious to see if a real market need develops here. Not saying you didn’t. But keep in mind one of the biggest and most prominent law firms in the tech/startup/Blockchain space published the original “legal framework” for SAFTs (simple agreement for tokens) based on SAFEs(simple agreements for equity) which was premised on a utility token...18 months later the SEC dropped the hammer on companies who ICO’ed using said SAFT framework. So question did you submit your legal framework to the SEC and they told you it is compliant?
  - Alex3917 8y ago
    > So question did you submit your legal framework to the SEC and they told you it is compliant? I haven't, but it's done in a way that makes it impossible for any of the prongs of the Howey Test to be met for non-accredited investors. (There is no investment, there is no possibility of profit, etc.) So if there are things that need to be changed, which there may be, they're probably relatively minor. > 18 months later the SEC dropped the hammer on companies who ICO’ed using said SAFT framework. What the SEC has repeatedly affirmed is that the law hasn't changed since the 1920s or whatever. The fact that the law firm in question may have been advising their clients to commit crimes doesn't mean the law has changed.
    - will_brown 8y ago
      Well no offense but until you submit your legal proposal to the SEC and get their opinion...any claim about “SEC compliance” is suspect. Again you may very well may have done what you say, but if anyone had developed a legal framework, it’s unexplainable why they wouldn’t get the SEC to confirm the same. The SEC created an entire division and online submission portal to handle these requests, and to date no one has established a legal framework for ICOs (short of registering the token as a security, or accredited investor only exemptions). Congress has even asked the SEC to publish guidelines for a legal ICO, and to date the SEC hasn’t (likely because short of registering/accredited investor exemptions/transfer restriction the SEC can’t come up with a legal framework).
      - Alex3917 8y ago
        > if anyone had developed a legal framework, it’s unexplainable why they wouldn’t get the SEC to confirm the same. I mean it's not something I'm actually working on so it would be a waste of time and money to solicit the SEC's guidance. I've told some other people who are planning ICOs how the system works, so if they want to actually implement it then it's their responsibility to pay to have their lawyers sit in on SEC meetings and for a legal opinion, documents, etc.
        will_brown 8y ago

Well I’m just an attorney that works with the SEC on these matters, and have had these exact conversations with the Office of Chief Counsel. What do I know, keep the down votes coming.

Alex3917 8y ago

I mean I'm not saying you're wrong, on the surface it just doesn't make any sense though and it's seemingly different than what the SEC was saying as recently as six months ago. It's easy to see how if something were a security then the issuer could be required to restrict transfer, but under the framework of the Howey Test (or whatever else) what is the justification for how not restricting transfer could make an airdropped asset a security if they didn't also do an ICO or do something else to make themselves a security? I mean clearly it could contribute to an expectation of profit, but how do the other prongs of the test get violated? Last year I did invent a novel mechanism to allow tokens to comply with securities laws while both allowing end users to spend them as utility tokens and accredited investors to profit from them as investments, so I'm curious to see if a real market need develops here.

will_brown 8y ago
>Last year I did invent a novel mechanism to allow tokens to comply with securities laws while both allowing end users to spend them as utility tokens and accredited investors to profit from them as investments, so I'm curious to see if a real market need develops here. Not saying you didn’t. But keep in mind one of the biggest and most prominent law firms in the tech/startup/Blockchain space published the original “legal framework” for SAFTs (simple agreement for tokens) based on SAFEs(simple agreements for equity) which was premised on a utility token...18 months later the SEC dropped the hammer on companies who ICO’ed using said SAFT framework. So question did you submit your legal framework to the SEC and they told you it is compliant?
- Alex3917 8y ago
  > So question did you submit your legal framework to the SEC and they told you it is compliant? I haven't, but it's done in a way that makes it impossible for any of the prongs of the Howey Test to be met for non-accredited investors. (There is no investment, there is no possibility of profit, etc.) So if there are things that need to be changed, which there may be, they're probably relatively minor. > 18 months later the SEC dropped the hammer on companies who ICO’ed using said SAFT framework. What the SEC has repeatedly affirmed is that the law hasn't changed since the 1920s or whatever. The fact that the law firm in question may have been advising their clients to commit crimes doesn't mean the law has changed.
  - will_brown 8y ago
    Well no offense but until you submit your legal proposal to the SEC and get their opinion...any claim about “SEC compliance” is suspect. Again you may very well may have done what you say, but if anyone had developed a legal framework, it’s unexplainable why they wouldn’t get the SEC to confirm the same. The SEC created an entire division and online submission portal to handle these requests, and to date no one has established a legal framework for ICOs (short of registering the token as a security, or accredited investor only exemptions). Congress has even asked the SEC to publish guidelines for a legal ICO, and to date the SEC hasn’t (likely because short of registering/accredited investor exemptions/transfer restriction the SEC can’t come up with a legal framework).
    - Alex3917 8y ago
      > if anyone had developed a legal framework, it’s unexplainable why they wouldn’t get the SEC to confirm the same. I mean it's not something I'm actually working on so it would be a waste of time and money to solicit the SEC's guidance. I've told some other people who are planning ICOs how the system works, so if they want to actually implement it then it's their responsibility to pay to have their lawyers sit in on SEC meetings and for a legal opinion, documents, etc.
      - will_brown 8y ago