Here are some key points in response to your questions about ICOs and compliance:
- Financial statements and audits can help provide transparency about a project's finances and use of funds. However, there are currently no uniform accounting or auditing standards for ICOs.
- For a 506(c) private placement, issuers are responsible for taking reasonable steps to verify accredited investor status, such as reviewing documentation. Engaging a broker-dealer may help mitigate some legal risks but does not eliminate the issuer's obligations.
- Restrictions under Reg A and Reg CF apply to all participants in a US offering, regardless of location. However, these rules do not prevent non-US persons from participating in offerings that do
Is there a token for that? Tokens demystified.Jan Brejcha
This presentation aims at providing a brief introduction to crypto tokens, how they can be beneficial for the users, and why they can disrupt current industries. Various examples will be discussed.
Crypto tokens are a special kind of signs representing objects and/or functions living in the underlying blockchain, and can be generated by smart contracts.
Tokens enable the viability of open source protocols, and dApps (decentralized applications), which was previously unattainable.
Current regulatory frameworks try to mitigate frauds in ICOs, while helping establish tokens as a new asset class.
Introduction to the Blockchain - August 28, 2018Peter Johnson
Attached please find an introduction to the blockchain delivered as a presentation on August 28, 2018 at Universidad Francisco Gavidia. A recording of the presentation will follow, which will be in Spanish.
Some thoughts on the recent trends in token crowdsales, presented to Siam Commercial Bank's top management as part of Digital Ventures' briefings on latest trends in the Fintech world.
Applying the Howey Test to the DAO Tokens- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws. I also have detailed the relevant facts related to the DAO and its ICO offering.
Applying the Howey Test to the DAO Tokens, the SEC notes that “money” need not include cash, but rather can be anything of value. A contribution of ETH is an investment of “money” as considered by the Howey Test. Investors in the DAO were investing in a common enterprise with the expectation of profits, including dividends and increased value. The SEC also found that the profits were to be derived from the efforts of others, including Slock.it, its founders and the DAO curators...
As cryptoassets enter the mainstream, index funds are increasingly presenting both retail and institutional investors with the opportunity to gain exposure to the cryptoasset market. In this space, index funds are now being employed to track the activity and performance of specific cryptocurrencies or basket of cryptocurrencies to meet a variety of risk and return objectives of different client types.
Is there a token for that? Tokens demystified.Jan Brejcha
This presentation aims at providing a brief introduction to crypto tokens, how they can be beneficial for the users, and why they can disrupt current industries. Various examples will be discussed.
Crypto tokens are a special kind of signs representing objects and/or functions living in the underlying blockchain, and can be generated by smart contracts.
Tokens enable the viability of open source protocols, and dApps (decentralized applications), which was previously unattainable.
Current regulatory frameworks try to mitigate frauds in ICOs, while helping establish tokens as a new asset class.
Introduction to the Blockchain - August 28, 2018Peter Johnson
Attached please find an introduction to the blockchain delivered as a presentation on August 28, 2018 at Universidad Francisco Gavidia. A recording of the presentation will follow, which will be in Spanish.
Some thoughts on the recent trends in token crowdsales, presented to Siam Commercial Bank's top management as part of Digital Ventures' briefings on latest trends in the Fintech world.
Applying the Howey Test to the DAO Tokens- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws. I also have detailed the relevant facts related to the DAO and its ICO offering.
Applying the Howey Test to the DAO Tokens, the SEC notes that “money” need not include cash, but rather can be anything of value. A contribution of ETH is an investment of “money” as considered by the Howey Test. Investors in the DAO were investing in a common enterprise with the expectation of profits, including dividends and increased value. The SEC also found that the profits were to be derived from the efforts of others, including Slock.it, its founders and the DAO curators...
As cryptoassets enter the mainstream, index funds are increasingly presenting both retail and institutional investors with the opportunity to gain exposure to the cryptoasset market. In this space, index funds are now being employed to track the activity and performance of specific cryptocurrencies or basket of cryptocurrencies to meet a variety of risk and return objectives of different client types.
Whether you are planning for establishing a white label crypto exchange software development company or a centralized trading development in the Middle East, you must know about compliance and taxation outlook in this region. This article will give you a better understanding of legal regulation and taxation in the Middle East.
NFTs - Common Use Cases and Legal Considerations (Japan)Joerg Schmidt
The presentation outlines common use cases for NFTs, including digital art, collectibles, blockchain games, and IP management. Legal and regulatory considerations can be found on the last few slides.
Strategi, Kegunaan dan Manfaat Teknologi blockchain di indiaRein Mahatma
Think Tank kebijakan dari pemerintah India, NITI Aayog, merelease draft paper dubbed “Blockchain — The India Strategy” yang menerangkan use cases dari blockchain di India bersama dengan kesimpulan dan pengalaman dari pilot projects.
Understand Cross-Chain Swap Aggregator XY Finance in 5 minsassociate14
XY Finance has built an efficient and user-friendly cross-chain swap for DeFi & Metaverse and single-token liquidity provision service through X Swap and Y Pool.
My special "Blockchain ICO" presentation at the Canadian Crowdfinance Summit in Toronto on March 1, 2017. National Crowdfunding Association of Canada. http://crowdfundingsummit.ca/
8 Decimal Capital Enterprise Solution OverviewRemi Gai
Read 8 Decimal’s latest deck for a comprehensive overview of enterprise blockchain solutions and to learn about its past, present and future developments. The deck also covers numerous use-cases and case studies of blockchain enterprise implementation, including IBM, OpenBazaar, ecommerce, retail, supply chain management, Tradelens, and energy management, among others, to name a few.
The tech landscape surrounding distributed ledgersTim Swanson
This is an abbreviated presentation based on R3CEV research first publicly shown at the Gaiax – Blockchain University event “Blockchain Summit” held in Tokyo on December 18, 2015: http://gaiax-blockchain.com
All citations and references can be found here: http://www.ofnumbers.com/2015/12/19/the-evolving-distributed-ledger-tech-landscape/
Copyright R3CEV 2015 All Rights Reserved
Cryptocurrencies are a recent phenomenon that has opened up immense opportunities in all fields of society and life. The reality, however, is that with this digital innovation has come increased scrutiny and concern from both legislators and regulators. Legislators and regulators are now faced with the difficult task of straddling a fine line between ensuring the stability of the global financial system and protecting the interests of investors while avoiding stifling technological innovation.
Initially billed as a medium of exchange by its founder- Saitoshi Nakamoto, bitcoin has risen exponentially in value- from a low of $0.17 in December 2010 to a historic high of $19,498.63 in December 2017- a rise of 11.47 million % (not a typo) in 7 years. Due to this very high valuation, bitcoin has lost any functionality as a medium of exchange (to replace or rival fiat currency) and is increasingly being viewed instead as a store of value. It has earned the title- ‘digital gold’.
Initial coin offerings (ICOs) are a new way of raising funds for projects running on blockchain technology. Similar to the role venture capital (VC) plays in financing start-ups in traditional finance, ICOs are the future of venture investing in the blockchain world. Through ICOs, exponential returns can be earned in a very short period of time. When a decentralised application is created, the start-up behind it can sell the associated coin or token early in the process for an amount based on what it thinks it’s worth.
Presentation to a local meetup group interested in blockchain in Guangzhou, China on latest trends happening with DeFi, NFT, and other cryptocurrency projects in China
Non Fungible Token Development Solution,
NFT Collectables Developer,
Best NFT Development Company,
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NFT ART Tokenization,
NFT Gaming platform,
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How to create an NFT,
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NFT for Fantasy Sports,
NFT for Real Estate,
DeFi Lending/Borrowing Platform Development Services,
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DeFi Wallet development company,
DeFi Wallet Development,
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Bitcoin, Block Chain, Cryptocurrency and ICOs: A Legal Perspectiveideatoipo
Block chain, bitcoin and other cryptocurrencies, and ICOs have dominated recent headlines. While excitement continues to grow around this rapidly expanding space, there still seems to be a lot of unanswered questions. Roger Royse, founder of the Royse Law Firm, will discuss the legal issues that may determine the future of these emerging technologies.
Many business ideas and infrastructure projects require a large amount of capital in order to become operational. Initial coin offerings (ICOs) have enjoyed much hype - and scepticism - as a means of generating capital. Drawing on experience from the energy sector, we present an overview of the pros and cons of ICOs as an alternative project finance mechanism to established approaches such as loans, bonds, and venture capital.
Whether you are planning for establishing a white label crypto exchange software development company or a centralized trading development in the Middle East, you must know about compliance and taxation outlook in this region. This article will give you a better understanding of legal regulation and taxation in the Middle East.
NFTs - Common Use Cases and Legal Considerations (Japan)Joerg Schmidt
The presentation outlines common use cases for NFTs, including digital art, collectibles, blockchain games, and IP management. Legal and regulatory considerations can be found on the last few slides.
Strategi, Kegunaan dan Manfaat Teknologi blockchain di indiaRein Mahatma
Think Tank kebijakan dari pemerintah India, NITI Aayog, merelease draft paper dubbed “Blockchain — The India Strategy” yang menerangkan use cases dari blockchain di India bersama dengan kesimpulan dan pengalaman dari pilot projects.
Understand Cross-Chain Swap Aggregator XY Finance in 5 minsassociate14
XY Finance has built an efficient and user-friendly cross-chain swap for DeFi & Metaverse and single-token liquidity provision service through X Swap and Y Pool.
My special "Blockchain ICO" presentation at the Canadian Crowdfinance Summit in Toronto on March 1, 2017. National Crowdfunding Association of Canada. http://crowdfundingsummit.ca/
8 Decimal Capital Enterprise Solution OverviewRemi Gai
Read 8 Decimal’s latest deck for a comprehensive overview of enterprise blockchain solutions and to learn about its past, present and future developments. The deck also covers numerous use-cases and case studies of blockchain enterprise implementation, including IBM, OpenBazaar, ecommerce, retail, supply chain management, Tradelens, and energy management, among others, to name a few.
The tech landscape surrounding distributed ledgersTim Swanson
This is an abbreviated presentation based on R3CEV research first publicly shown at the Gaiax – Blockchain University event “Blockchain Summit” held in Tokyo on December 18, 2015: http://gaiax-blockchain.com
All citations and references can be found here: http://www.ofnumbers.com/2015/12/19/the-evolving-distributed-ledger-tech-landscape/
Copyright R3CEV 2015 All Rights Reserved
Cryptocurrencies are a recent phenomenon that has opened up immense opportunities in all fields of society and life. The reality, however, is that with this digital innovation has come increased scrutiny and concern from both legislators and regulators. Legislators and regulators are now faced with the difficult task of straddling a fine line between ensuring the stability of the global financial system and protecting the interests of investors while avoiding stifling technological innovation.
Initially billed as a medium of exchange by its founder- Saitoshi Nakamoto, bitcoin has risen exponentially in value- from a low of $0.17 in December 2010 to a historic high of $19,498.63 in December 2017- a rise of 11.47 million % (not a typo) in 7 years. Due to this very high valuation, bitcoin has lost any functionality as a medium of exchange (to replace or rival fiat currency) and is increasingly being viewed instead as a store of value. It has earned the title- ‘digital gold’.
Initial coin offerings (ICOs) are a new way of raising funds for projects running on blockchain technology. Similar to the role venture capital (VC) plays in financing start-ups in traditional finance, ICOs are the future of venture investing in the blockchain world. Through ICOs, exponential returns can be earned in a very short period of time. When a decentralised application is created, the start-up behind it can sell the associated coin or token early in the process for an amount based on what it thinks it’s worth.
Presentation to a local meetup group interested in blockchain in Guangzhou, China on latest trends happening with DeFi, NFT, and other cryptocurrency projects in China
Non Fungible Token Development Solution,
NFT Collectables Developer,
Best NFT Development Company,
Top NFT development Company,
nft software development,
NFT ART Tokenization,
NFT Gaming platform,
NFT Lending development company,
How to create an NFT,
Where to Create an NFT,
Why Create an NFT,
NFT for Fantasy Sports,
NFT for Real Estate,
DeFi Lending/Borrowing Platform Development Services,
DeFi lending platform development,
DeFi borrowing platform development,
DeFi Lending/Borrowing Platform Development Company,
DeFi Lending/Borrowing Development,
DeFi borrowing platform development,
DeFi lending protocol development,
DeFi borrowing protocol development,
DeFi lending platform development services,
DeFi Application development Company,
Decentralized Finance Development Company,
Decentralized Finance Development Services,
DeFi Dapp Development services Company,
DeFi Development Services Company,
Decentralzied Finance Services,
Decentralized Finance Solutions,
DeFi solutions provider,
DeFi Services company,
Defi development company in India,
Decentralized Finance (DeFi) Wallet Development company,
DeFi Wallet development company,
DeFi Wallet Development,
DeFi Wallet Development Company,
DeFi Wallet Development Services,
DeFi Wallet Development Solutions,
Decentralized Finance (DeFi) Wallet Development Services,
DeFi Crypto Synthetic Assets Development Company,
Decentralized Finance Development,
DeFi Synthetic Development Company,
Decentralized Finance(DeFi) Crypto Synthetic Assets, Development Company,
Decentralized Finance(DeFi) Crypto Synthetic Assets,
Development Services,
Decentralized Finance(DeFi) Crypto Synthetic Assets
Development Solutions,
DeFi Synthetic Development Services,
DeFi Development Services & Solutions,
DeFi crowdfunding Platform Development Services,
DeFi Crowdfunding development,
DeFi Crowdfunding development company,
DeFi Crowdfunding development Services,
DeFi Development Company,
DeFi Development Services,
DeFi Development Services & Solutions,
Decentralized Finance Development
Bitcoin, Block Chain, Cryptocurrency and ICOs: A Legal Perspectiveideatoipo
Block chain, bitcoin and other cryptocurrencies, and ICOs have dominated recent headlines. While excitement continues to grow around this rapidly expanding space, there still seems to be a lot of unanswered questions. Roger Royse, founder of the Royse Law Firm, will discuss the legal issues that may determine the future of these emerging technologies.
Many business ideas and infrastructure projects require a large amount of capital in order to become operational. Initial coin offerings (ICOs) have enjoyed much hype - and scepticism - as a means of generating capital. Drawing on experience from the energy sector, we present an overview of the pros and cons of ICOs as an alternative project finance mechanism to established approaches such as loans, bonds, and venture capital.
How crypto tokens qualify under swiss law a comprehensive frameworkRonald Kogens
HOW CRYPTO-TOKENS QUALIFY UNDER SWISS LAW: A COMPREHENSIVE FRAMEWORK
Blockchain technology has become a reality as part of the digitalisationof the economy. Every day, there is proof of disruptive transformations of long-standing mechanisms into new ecosystems on the blockchain. While existing market participants are in many cases overwhelmed by the new normal, the new players operate with the greatest creativity and efficiency.
There are no limits to the new ecosystems. The blockchainoffers countless possibilities of disintermediation, of participating in and transferring assets, of recordkeeping and of creating e-commerce beyond the boundaries of national currencies. And we are only at the beginning of this transformation.
Tokens created on the blockchaincan be used to represent a wide variety of instruments and processes. For example, a new means of payment can be created or indirect rights to shares, loans or access rights can be digitised. The legal qualification of the tokens is a major challenge due to the aforementioned diversity.
The important (and not so new) principle for finding your way around in this new digital environment is: “first analyse the context, then undertake the legal classification under the rules of the existing laws.” The hybrid nature of many tokens will defy the clear categories within which the law is typically structured and any attempt to commence by looking at traditional legal instruments and impose them on the tokens of the new ecosystems will therefore fail. Instead each token has to be taken apart and its components must be qualified individually.
In order to bring the tokens of the new ecosystems closer to the public, FRORIEP's Disruptive Technologies Practice Group has developed a Token Framework. In doing so, a distinction is made between cryptocurrencies, tokens giving title to monetary claims and tokens for other purposes. Tokens giving title to monetary claims are further categorisedas being either debt, equity or participation rights tokens. These subcategories stem from the financial treatment of the obligations on the balance sheet or (in the case of participation rights tokens) on the profit & loss statement of the issuer.
The following diagrams show the possible functions of tokens on the blockchainand the FRORIEP Token Framework.
Cross Border Blockchain Equity/Capital Market Services And Compliance: Presen...InterCon
InterCon is a premier technology conference that brings together like-minded people on a common platform to share knowledge, present ideas, get recognition, and network. InterCon Dubai will offer knowledgeable sessions, informative content, extraordinary speakers, and an overall memorable experience.
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Tokenize your assets now with Blockchain App Factory, one of the well-founded asset tokenization companies who will offer ready-made solutions, with cutting-edge blockchain technology and features, that will bring in huge turn-over for your business. They also offer personalised customization services that match your needs.
Japan FSA 4th Study Group on Virtual Currency Exchanges - Gary Gensler🌍 Norbert Gehrke
The minutes of the 4th "Study Group on Virtual Currency Exchanges", which took place on June 15, 2018, have been published recently. At this meeting, through video call, the participants included:
Joichi Ito, Director of Massachusetts Institute of Technology Media Laboratory
Gary Gensler, previously Chairman of the Commodity Futures Trading Commission (CFTC)
Sagar Sarbhai, Head of Government & Regulatory Relations, APAC & Middle East at Ripple
These are the slides supporting Gary Gensler's presentation
Crypto Investing: Understanding the Landscape and Making Smart DecisionsAnthonyHerrod
We will delve into the fascinating realm of cryptocurrencies, offering invaluable insights on how to invest in this rapidly evolving market. We will provide an overview of the cryptocurrency market, including its history, key players, and the underlying technology.
We will discuss various types of cryptocurrencies, from the popular Bitcoin to altcoins like Ethereum and Litecoin, as well as stablecoins and tokenized assets. We will explore different investment strategies such as long-term holding, short-term trading, initial coin offerings (ICOs), and staking, helping you make informed decisions.
We will cover potential risks and challenges associated with crypto investing, such as market volatility, security concerns, and regulatory uncertainty. By understanding these risks, you can better safeguard your investments and minimize potential losses.
Lastly, we will provide practical tips for successful crypto investing, covering research, diversification, using reliable exchanges, and effective risk management. We will also recommend resources to help you stay abreast of the latest news and trends in the crypto industry.
Blockchain Regulation in Washington State - and BeyondConor Bronsdon
Presentation slides for my talk on Blockchain Regulation presented on September 24th 2018 at the Seattle Blockchain Technology Summit.
For more information visit my website: https://www.conorbronsdon.com/
MasterSnacks Cryptocurrency: Legal Issues in Cryptocurrency and BlockchainCitrin Cooperman
If your business is involved in cryptocurrency or Blockchain, it is in your best interest to understand the legal implications that may come along with transacting in digital assets. In this session, Jeff Neuburger, partner at Proskauer Rose and head of its Blockchain Practice, to covered the following topics and more:
- Categorization of cryptocurrencies as securities and resulting implications
- Types of licenses necessary to be involved in a cryptocurrency business
- Non-fungible tokens and associated legal issues
- Smart contracts
Clarke Global - Digital Securities OverviewKadeemClarke3
Comprehensive deck overviewing asset tokenization, securities regulation, blockchain, and future opportunities with digital securities. Created by Kadeem Clarke, founder of Clarke Global and former blockchain VC investor
Similar to Macola ICO Blockchain Presentation to SEC (20)
Key Trends Shaping the Future of Infrastructure.pdfCheryl Hung
Keynote at DIGIT West Expo, Glasgow on 29 May 2024.
Cheryl Hung, ochery.com
Sr Director, Infrastructure Ecosystem, Arm.
The key trends across hardware, cloud and open-source; exploring how these areas are likely to mature and develop over the short and long-term, and then considering how organisations can position themselves to adapt and thrive.
Dev Dives: Train smarter, not harder – active learning and UiPath LLMs for do...UiPathCommunity
💥 Speed, accuracy, and scaling – discover the superpowers of GenAI in action with UiPath Document Understanding and Communications Mining™:
See how to accelerate model training and optimize model performance with active learning
Learn about the latest enhancements to out-of-the-box document processing – with little to no training required
Get an exclusive demo of the new family of UiPath LLMs – GenAI models specialized for processing different types of documents and messages
This is a hands-on session specifically designed for automation developers and AI enthusiasts seeking to enhance their knowledge in leveraging the latest intelligent document processing capabilities offered by UiPath.
Speakers:
👨🏫 Andras Palfi, Senior Product Manager, UiPath
👩🏫 Lenka Dulovicova, Product Program Manager, UiPath
"Impact of front-end architecture on development cost", Viktor TurskyiFwdays
I have heard many times that architecture is not important for the front-end. Also, many times I have seen how developers implement features on the front-end just following the standard rules for a framework and think that this is enough to successfully launch the project, and then the project fails. How to prevent this and what approach to choose? I have launched dozens of complex projects and during the talk we will analyze which approaches have worked for me and which have not.
Builder.ai Founder Sachin Dev Duggal's Strategic Approach to Create an Innova...Ramesh Iyer
In today's fast-changing business world, Companies that adapt and embrace new ideas often need help to keep up with the competition. However, fostering a culture of innovation takes much work. It takes vision, leadership and willingness to take risks in the right proportion. Sachin Dev Duggal, co-founder of Builder.ai, has perfected the art of this balance, creating a company culture where creativity and growth are nurtured at each stage.
UiPath Test Automation using UiPath Test Suite series, part 4DianaGray10
Welcome to UiPath Test Automation using UiPath Test Suite series part 4. In this session, we will cover Test Manager overview along with SAP heatmap.
The UiPath Test Manager overview with SAP heatmap webinar offers a concise yet comprehensive exploration of the role of a Test Manager within SAP environments, coupled with the utilization of heatmaps for effective testing strategies.
Participants will gain insights into the responsibilities, challenges, and best practices associated with test management in SAP projects. Additionally, the webinar delves into the significance of heatmaps as a visual aid for identifying testing priorities, areas of risk, and resource allocation within SAP landscapes. Through this session, attendees can expect to enhance their understanding of test management principles while learning practical approaches to optimize testing processes in SAP environments using heatmap visualization techniques
What will you get from this session?
1. Insights into SAP testing best practices
2. Heatmap utilization for testing
3. Optimization of testing processes
4. Demo
Topics covered:
Execution from the test manager
Orchestrator execution result
Defect reporting
SAP heatmap example with demo
Speaker:
Deepak Rai, Automation Practice Lead, Boundaryless Group and UiPath MVP
LF Energy Webinar: Electrical Grid Modelling and Simulation Through PowSyBl -...DanBrown980551
Do you want to learn how to model and simulate an electrical network from scratch in under an hour?
Then welcome to this PowSyBl workshop, hosted by Rte, the French Transmission System Operator (TSO)!
During the webinar, you will discover the PowSyBl ecosystem as well as handle and study an electrical network through an interactive Python notebook.
PowSyBl is an open source project hosted by LF Energy, which offers a comprehensive set of features for electrical grid modelling and simulation. Among other advanced features, PowSyBl provides:
- A fully editable and extendable library for grid component modelling;
- Visualization tools to display your network;
- Grid simulation tools, such as power flows, security analyses (with or without remedial actions) and sensitivity analyses;
The framework is mostly written in Java, with a Python binding so that Python developers can access PowSyBl functionalities as well.
What you will learn during the webinar:
- For beginners: discover PowSyBl's functionalities through a quick general presentation and the notebook, without needing any expert coding skills;
- For advanced developers: master the skills to efficiently apply PowSyBl functionalities to your real-world scenarios.
Let's dive deeper into the world of ODC! Ricardo Alves (OutSystems) will join us to tell all about the new Data Fabric. After that, Sezen de Bruijn (OutSystems) will get into the details on how to best design a sturdy architecture within ODC.
Neuro-symbolic is not enough, we need neuro-*semantic*Frank van Harmelen
Neuro-symbolic (NeSy) AI is on the rise. However, simply machine learning on just any symbolic structure is not sufficient to really harvest the gains of NeSy. These will only be gained when the symbolic structures have an actual semantics. I give an operational definition of semantics as “predictable inference”.
All of this illustrated with link prediction over knowledge graphs, but the argument is general.
2. Agenda
• Agenda & Introductions
• Present State of Blockchain & ICO
• ICO In-depth
• Types of Coins
• SAFT
• Post SAFT
• Safe Harbor
• Governance/Use of Funds
• International View
• Validation & Storage
• Cybersecurity
• Secondary Markets
• Trading
• Importance of ICO’s
• Role in Finance
3. Attendees:
• Alan Koz Kostrinsky: Principal Advisor & Co-Founder Macola Management
• Sheri Kaiserman: Principal Advisor & Co-Founder Macola Management
• Lilya Tessler: Partner, McDermott, Will & Emery
• Marco Santori: Partner, Cooley LLP
• Bart Mallon: Partner, Cole-Frieman & Mallon LLP
• Dror Futter: Partner, Rimon Law
• Lana Reeve: Counsel to Macola Management
• Edward Jacobson: Partner, Jacobson, Segal & Associates
• Ara Yavruyan: CEO ChainVault
4. Present State of Blockchain & ICO
• Implementation of production blockchain systems at Utilities, Banks and Broker Dealers
in 2018
• Internal systems
• Client Facing
• Consortiums
• Crowdfunding + Blockchain Technology = ICO
• ICO Market expanded at the rate of 25x quarter over quarter in 2017
• Acceleration of Initial Coin Offerings in 2017
• Est $5.0 Billion invested in 2017 (WSJ 12/13/17)
• Over 550 ICO sales in 2017
7. Cryptocurrencies, utility tokens and tokenized securities
• Cryptocurrencies
• These are digital currencies like Bitcoin in which encryption techniques are used to regulate the
generation of units of currency and verify the transfer of funds. They are operating independently of a
central bank.
• Utility tokens
• The utility tokens are services or units of services that can be purchased. These tokens can be
compared to API keys, used to access the service.
• They are a way to fund projects of shared infrastructure that couldn’t be funded before. To enable
such ecosystems to be built some tokens can be “pre-mined” in addition to be sold in “crowd-sales”
during tokens launches.
• Tokenized securities:
• Tokens are representing shares of a business. In addition, considering the SEC announcement any
token that can’t pass the Howey test should be considered as a security and fall under the 1934
Security Exchange Act.
8. Howey Test
• The Supreme Court in Howey set forth the test for determining when an
arrangement constitutes an “investment contract” under the Securities Act and the
Securities Exchange Act
• The Test: An investment of money in a common enterprise with an expectation of
profits solely from the efforts of others
• A blockchain token is a digital representation of an asset, information or other
item
• Therefore, in evaluating a token under Howey, the facts and circumstances are
important, including the functions and features of the token
9. The SAFT Project: Toward a compliant token
sale framework
• A self-regulatory reaction to pre-functional utility token sales
• An alternative to the “ICO”
• SAFT= Simple Agreement for Future Tokens
• A forward contract that is also a security (it passes the Howey Test)
• Investors pay money to developers and get a SAFT in exchange
• SAFT obligates developers to deliver tokens once the network is functional
• SAFT Framework uses the investor protection laws when enterprise risk is
highest, consumer protection laws once product risks predominate
10. The SAFT Project: Toward a compliant token
sale framework
EnterpriseRisk
ProductRisk
FUNCTIONALITY
Investor protection laws
do most good with least harm
Consumer protection laws
do most good with least harm
11. The SAFT Project: Toward a compliant token
sale framework
• Step 1: Developers have no working product, so they sell a SAFT to investors
pursuant to a registration exemption. Investors pay money to developers
• Step 2: Developers use the money to develop the network and build a working
token. Investor takes on enterprise risks
• Step 3: Once network is functional, developers deliver the tokens to the Investors.
SAFT terminates
• Step 4 (Optional): Developers and investors may sell functional tokens directly to
the public. Public takes on product risks
12. The SAFT Project: Toward a compliant token
sale framework
Misconceptions
• A security somehow “transforms” into a nonsecurity
• The SAFT requires a “bright line” rule of functionality
• The “timing” of efforts matters in the SAFT framework
• The terms of the SAFT document don’t adequately protect investors
13. The SAFT Project: Toward a compliant token
sale framework
Limitations
• Preserves inequities of the current system
• Causes self-censorship
• Not all token sales are appropriate for the SAFT Framework
• SAFT Project can over-enable
More available at saftproject.com
14. Current Avenues to Raise Capital
S-1 Registration Regulation D 506(b) Regulation D 506(c) Regulation A Crowdfunding
• General Solicitation
• Sales to general public (not
limited to accredited
investors)
• No limit on dollars raised
• No limit on dollars from
particular investors
• No limit on number of
investors
• Other: full registration
statement; state filings,
ongoing reporting
requirements
• No General Solicitation
• Accredited investors & up to
35 non-accredited investors
• No limit on dollars raised
• No limit on dollars from
particular investors
• 2,000 investor limit pursuant
to Section 12(g) of the 34 Act
• Other: offering
memorandum, Form D, state
blue sky filings
• General Solicitation
• Only accredited investors;
status must be verified
• No limit on dollars raised
• No limit on dollars from
particular investors
• 2,000 investor limit pursuant
to Section 12(g) of the 34 Act
• Other: offering
memorandum, Form D, state
blue sky filings, reporting
requirements
• General Solicitation
• Sales to general public (not
limited to accredited
investors)
• Can raise either $20M (Tier
1) or $50M limit (Tier 2)
• None for Tier 1; limits for
Tier 2 for certain investors
• Tier 1 subject to 2,000
investor limit pursuant to
Section 12(g) of the 34 Act;
Tier 2 not subject in certain
cases
• Other: offering
memorandum, state filings &
potential coordination,
reporting requirements
depending on tier
• Advertising on Crowdfunding
platform only
• Sales to general public (not
limited to accredited
investors)
• Limit to $1M raised over 12
month period
• Limit on investment amount
based on investor annual
income and net worth
• 2,000 investor limit pursuant
to Section 12(g) of the 34
Act, subject to conditional
exemption
• Other: offering
memorandum, Form C,
reporting requirements, Bad
Actor Disqualification, FINRA
involvement
SEC involvement: high SEC involvement: minimal/none SEC involvement: minimal/none SEC involvement: medium SEC involvement: minimal/none
15. Present Avenues to Raise Capital
• Concurrent raises (may be able to utilize more than one)
• Transfers after issuance (transfer restrictions & secondary markets)
• Legislation versus rulemaking (Dodd-Frank Act)
• SEC involvement v. SRO involvement
• How to create network effects?
• Other items addressed in current avenues:
• Accredited Investor Qualification
• AML / Bad Actor
• “Custody” of the securities
16. Goal: Create immediate zone of regulatory certainty
Goal of Utility Token Safe Harbor: Define criteria which if met would assure that a token
would not be classified as a security. Criteria could address promotion, sale, use and/or
transferability of tokens and include disclosure requirements
Non-Exclusive: Tokens could still be issued outside the Safe Harbor and would be subject
to a conventional securities analysis. Does not preclude additional, broader regulations as
market experience increases
Grandfathering: Existing ICOs could be given a period of time to retroactively qualify for
the Safe Harbor
Safe Harbor
17. Governance/ Use of Funds
Securities Tokens & SAFT investment contracts (Securities Laws)
• Legal Status of Token & Token Investment Contract Holders
• Need for Clarification
• Rights of Securities Token Holders
• No Right of Recourse for non-delivery/non-performance of underlying technology/good/project (other than token itself)
• Need for an Investment/Sale Contract setting forth rights of token investor.
• Ongoing information rights
• Enforcement of sold investment project plan
• Diversion of funds– specified limitations on use of funds
• Management compensation/distributions
• Distribution of profits/allocations
• Intellectual Property rights
• Ownership of code
• Modifications to code/rights to offshoot trees- technologies
• Licensing
• Maintenance
• Other traditional investment protections
• Purchaser of Token without strong Investment/Sale Contract may have very limited or no rights
18. Governance/ Use of Funds
Utility Tokens (Consumer Protection Laws - US)
• Legal Status of Utility Token Holder
• Consumer
• Rights of Utility Token Holders
• Recourse for non-delivery of good/service
• Fraud & Unfair Business Practices protections
• Misrepresentation protection
• Information rights as to Product only generally
• No Intellectual Property ownership rights
• No rights to percentage of profits
19. International View
• China: Blanket ban on commercial transactions involving Crypto-currencies,
prohibition on fund-raising through ICO’s. Mining is also a prohibited activity.
• Hong Kong: SFC has issued Cautionary guidance that tokens may be securities,
and if so would be regulated under HK Securities laws.
• South Korea: ICO’s are prohibited. Although trading in Crypto-currencies is legal,
recent announcements indicating a possible outright ban on trading have been
issued (and revoked).
• Russia: ICO’s are not banned, and will be regulated under still evolving securities
laws. Mining is allowed, regulated and even encouraged.
• Gibraltar: Recently announced launching regulatory framework as looking to
draw in business as a friendly State
20. International View
• Singapore: Rather closely follows US law. If a token is a Security, it will be
regulated by the MAS under Singapore Securities laws. Utility tokens (if in fact
not securities) will not be banned. Crypto-currencies treated as currency.
• Japan: ICO’s in Japan are not banned. A token that constitutes an investment will
be regulated. Crypto-currencies are not banned and may be received as
payments.
• Switzerland: ICO’s are not prohibited, but may be regulated. Crypto-currencies
may be subject to AML requirements, but otherwise are allowed.
• Estonia: ICO’s are not banned, and will be regulated under still evolving securities
laws. Crypto-currencies are not regulated.
• India: ICO’s are prohibited. Crypto-currencies are highly regulated.
21. Validation/Storage and more
• Smart contract ICO token secure storage by accredited SEC service providers
• Validating token architecture with financial model by independent third party or SEC technical team
• Track record and credibility of an token issuer - Rating model
• Duration and expiration of the token
• Utility Token API framework and architecture
• Access to offerings Open vs Exclusive API
• Standardizing smart contracts templates application
• Audit smart contracts based on a standard framework
• Naming Symbol and supply standardization
• Block size planningaudit procedures based on financial model
• Token features and functions standardization
Acceptable methods of reserve to be determined
• Cryptographic proof of reserves
• Independently audited reserve accounts
• Segregated accounts
• Funds held in trust by third parties
22. Cyber Security
• Cyber audit of the token application
• Create cybersecurity framework/architecture for issuers
• Cybersecurity protocols to avoid manipulation or hacking
• Standardize emergency stop procedures and techniques
• Standardize emergency stop process by SEC “Stop API”
24. Current State of the Crypto Market
Domestic crypto platforms are regulated as:
• Licensed money transmitter platform by state
• Licensed as a money services business by the Financial Crimes Enforcement Network
• OCC proposal for a special purpose federal charter that New York State Department of Financial
Supervision has filed a complaint
Mainstream Exchanges:
• CBOE: First to launch Bitcoin Future product on 12/10/17
• CME: Launched their Bitcoin Future product on 12/18/17
• Both are a cash based settlement product
• Limited coverage by banks and broker dealers
• ICE: Announce March 2018 launch of high speed data feed for top crypto currencies
• NASDAQ: Announced to list a Futures Product in Q2 of 2018
25. Trading Platforms: Not Exchanges in the Traditional Space
• Securities Tokens & SAFT Investment Contracts
• Limited Trading Pre- IPO Trading, described above
• Heavily Regulated Post-IPO Trading
• Utility Tokens & Other Goods and Services:
• Multiple trading platforms across the globe in various spaces
• Coinbase (US)
• BitFlyer (Japan)
• EToro (EU)
• BitOasis (Dubai)
• Platform examples in physical goods space
• Ebay
• Cragslist
• Platform examples in event ticket space
• Ticketmaster
• Stub Hub
26. Why The Innovation of ICOs Is Important
• The main purpose of the JOBS act was to encourage the funding of startups and small
businesses in the US and allow individuals to become investors
• Cryptocurrencies like Bitcoin, which are powered by blockchain technology, give the
37mm unbanked people in the US access to the financial system
• Cryptocurrencies represent equity in emerging blockchain technologies
• Crowdfunding + blockchain technology = ICO
• ICO’s are paving the path toward the democratization of finance
27. The Democratization Of Finance
• Investing in startups has been exclusive to elite venture investors
• Crowdfunding gives access to individuals to invest but the investment is illiquid.
• Additionally, a bank account is needed to participate
• ICOs provides anyone the opportunity to invest, become a user/customer to help
• Support the company, and decide whether to continue to hold or sell their investment
easily through an exchange
• Users will now be able to partake in broad wealth creation from the companies whose
products and services they support
29. Contributors
Agraria Technologies Inc. Blockstream
Dell EMC RT LLC
Coin Center OTCXN
Science Blockchain Silvergate Bank
Sheppard Mullin Everledger
Start Engine Circle
Distributed Network Advisors Dervee & XBTO
Goodwin Proctor Skuchain
Civic Coincircle
Snap Interactive iComply Investor Services Inc.
3GC Group NuID
Thetaray Evercoin Crypto Exchange
BuildCoin BitFlyer
Libra Tech World Bank
Greenwich Associates Top Ledger Consulting
DBOT
Tradewind Markets
30. Industry Questions: ICO
Master Category Sub Category Question
ICO Accounting Are there financial statements? If so, are they audited and by whom?
ICO Compliance
If for the sake of of extreme caution, {ENTITY} were to undertake an ICO in full compliance with Reg. D, Rule 506 safe-harbor provisions for
private placement, would the legal burden for ascertaining that all investors met accredited investor status fall solely on us? What
measures would we be expected to undertake to fulfill our diligence requirement for ascertaining investor status--meaning, is self-
certification not sufficient and do we have to conduct our own "investigation" of every investor to ascertain status? What if we were to
engage a registered broker/dealer to conduct the placement--would that liability no longer rest with {ENTITY}?
ICO Compliance
If {ENTITY} were to undertake the normal crowdfunding ICO but in compliance with Reg A, Rule CF provisions, would the restrictions under
the regs apply only to US participants in the offering or to all?
ICO Compliance Retail clients in APAC, what would be a best efforts with regards to a US ICO their investing?
ICO Compliance Is the product legal? Is it subject to regulation, including rules designed to protect investors? Does the product comply with those rules?
ICO Compliance Is the offering legal? Are those offering the product licensed to do so?
ICO Compliance Any SEC & Congress collaboration on Crypto Currencies and ICO’s?
ICO Contractual
If an ICO token is determined to be a security and a rescission is required what procedures would they follow? What if part of a transaction
is voided?
ICO Contractual
Will any liability attach if an underlying platform is not built? What actions will need to be taken to preclude this, or is this a risk of
purchase?
ICO Contractual I would like clarification and/or examples of when a token sale is not an investment contract (i.e. is not a security)?
ICO Contractual Who exactly am I contracting with?
ICO Contractual
Who is issuing and sponsoring the product, what are their backgrounds, and have they provided a full and complete description of the
product
ICO Contractual Do they have a clear written business plan that I understand?
ICO Contractual Who is promoting or marketing the product, what are their backgrounds, and are they licensed to sell the product?
ICO Contractual Where is the enterprise located?
ICO Cyber Security Are there substantial risks of theft or loss, including from hacking?
31. Industry Questions: ICO
Master Category Sub Category Question
ICO Howey
Will the SEC apply the Howey test in a strictly textual way or in a more substantive way? E.g., if {ENTITY} were to issue a utility token--
meaning a token giving the holder access to trading privileges on our network through discounted but prepaid pricing--then the holder
could be construed as meeting only the first two Howey criteria (investing money in a common enterprise) but not the latter two (for the
purpose of deriving a profit largely through the efforts of others), ergo technically not a security. But what if the holders acquired the token
in the belief that the value and price of {ENTITY} trading access would appreciate, and therefore allow the opportunity to profit from re-
selling the token to others in the future? Does this market perception then make our token substantively a security? (I would argue not,
for the same reason that Led Zeppelin reunion tickets are not, even though those tickets get scalped for multiples of their purchase price.)
ICO Howey Will Howey be the only test applied to determine securities law applicability (or Tcherepin), or will a bright line test be developed?
ICO Howey
Does the knowledge that the token may be traded satisfy the "expectation of profits" portion of the Howey test (assuming the token
otherwise meets all requirements of Howey to be considered a security)?
ICO Legal What specific rights come with my investment?
ICO Legal
Has the offering been structured to comply with the securities laws and, if not, what implications will that have for the stability of the
enterprise and the value of my investment?
ICO Legal
What legal protections may or may not be available in the event of fraud, a hack, malware, or a downturn in business prospects? Who will
be responsible for refunding my investment if something goes wrong?
ICO Legal If I do have legal rights, can I effectively enforce them and will there be adequate funds to compensate me if my rights are violated?
ICO Listing We need more clarity around when a utility token is not a security?
ICO Listing
With any regulated coin or token, how will online theft/ hacking be treated? Is a new replacement issuance considered a new regulated
transaction? Stolen coins are difficult to void.
ICO Marketing Will the sites and publications used to inform individuals of a sale be considered promoters or other regulated actor?
ICO Regulation Have they been paid to promote the product?
ICO Regulation Does the SEC agree with the SAFT framework?
32. Industry Questions: ICO
Master Category Sub Category Question
ICO Regulation
How the SEC will work with the CFTC and other regulatory bodies where there is potential jurisdiction among multiple agencies that may
claim regulatory ability?
ICO Regulation
Does the SEC expect Congress to act on these new asset classes to expand SEC or other agency authority, given that SEC is constrained in its
enforcement abilities and tokens don't neatly fit within SEC (or other regulatory agency) zone of authority in many cases?
ICO Regulation It would be great to know if Ethereum was funding today, would Ether be a security?
ICO Regulation
What about a game company which creates and pre-sells their in-game currency to fund the development of the game. What if a game
company creates and pre-sells in-game creature tokens instead of a currency?
ICO Regulation Is a SAFT legal?
ICO Regulation
Is the SEC going to create a framework of what an acceptable structure for an ICO would look like, underlining the important investor
protections that are insured by the key aspects of the structure as they see them?
ICO Regulation
What coordination is taking place between SEC and CFTC in terms of drawing regulatory borders between their respective jurisdictions re:
crypto tokens?
ICO Regulation Is Ethereum a security, we need clarity around this?
ICO Regulation Clarify a utility VS security ICO?
ICO Safe Harbor How will currency and securities regulations be integrated? Can a coin or token be deemed both, or will one determination govern?
ICO Safe Harbor
There is some confusion over whether particular platforms and tokens/coins operating in those platforms’ dApps are somehow “exempt”
from regulation (brought up with respect to NEO in particular), please clarify.
ICO Storage Will prior ICOs be grandfathered in, or will the resultant tokens (and coins) be subject to new scrutiny (assuming still in use)?
ICO Use of Funds
If a particular transaction or coin is determined to be a security, what exemptions apply (eg, can they offer only in state? What if fewer than
500 hold coins (see NXT sale) Can they become exempt from reporting obligations? Etc).
ICO Use of Funds If a digital wallet is involved, what happens if I lose the key? Will I still have access to my investment?
ICO Use of Funds Is there truly a “safe” way for a public company to do an ICO that is non-dilutive Capital
ICO Validation Is the SEC working on a better way for non-accredited users to fund seed-stage (non-utility) coins?
33. Industry Questions: Secondary Markets
Master Category Sub Category Question
Secondary
Markets
Compliance Where is my money going and what will be it be used for? Is my money going to be used to “cash out” others?
Secondary
Markets
Compliance
Due to how recent blockchain technology is, would the SEC revise procurement practices to allow for adoption of emerging blockchain
software for regulation, investigation, and enforcement?
Secondary
Markets
Compliance
Would the regulator consider integrating systems like EDGAR with decentralized platforms and protocols that use blockchain to
programmatically publish corporate disclosures, reporting, and communications?
Secondary
Markets
Compliance
Would the SEC consider using a decentralized ledger technology to manage LEI with a zero knowledge proof of identity integration into
CAT?
Secondary
Markets
Cyber Security
If a blockchain is used, is the blockchain open and public? Has the code been published, and has there been an independent cybersecurity
audit?
Secondary
Markets
Data Because someone else will always run the platform, how important is passivity?
Secondary
Markets
Legal How will market manipulation be prevented pursuant to 12(a)(1) or 10(b)(5) actions?
Secondary
Markets
Regulation Is there trading data? If so, is there some way to verify it?
Secondary
Markets
Regulation To what extent (if any) will platforms be liable for token/coin liability?
Secondary
Markets
Regulation If a company has tokens of monetary value in the public market and wants to go IPO, how will that be regulated?
Secondary
Markets
Regulation When are they going to shut down the exchanges that are trading securities disguised as utility tokens?
34. Industry Questions: Clearance & Settlement
Master Category Sub Category Question
Secondary
Markets
Clearance &
Settlement
How will blockchain “settlement” be implemented and acknowledged by an independent third party on contractual settlement date?
Secondary
Markets
Clearance &
Settlement
How will a party not part of the blockchain receive notice of settlement in release of currency/value?
Secondary
Markets
Clearance &
Settlement
When will buy/sell settlement change ownership? Will it be simultaneously?
Secondary
Markets
Clearance &
Settlement
What are the market settlement cycles today? Same-day, T+1, etc.?
Secondary
Markets
Clearance &
Settlement
What are the risks and who bears them and when?
Secondary
Markets
Clearance &
Settlement
How will positions be audited? Can they be audited or accounted for?
Secondary
Markets
Clearance &
Settlement
What is the impact when the govt. rules all positions must be disclosed to tax authorities?
Secondary
Markets
Clearance &
Settlement
What safeguards will be in place for money laundering, if any?
35. Presenter Contact Details
Alan Kostrinsky - Koz Macola Management Partner & Co-Founder koz@maco.la
Sheri Kaiserman Macola Management Partner & Co-Founder sheri@maco.la
Lana Reeve Macola Management Counsel to Macola lana@maco.la
Ara Yavruyan ChainVault CEO ayavruyan@chainvault.org
Lilya Tessler McDermott, Will &Emery Partner ltessler@mwe.com
Marco Santori Cooley LLP Partner msantori@cooley.com
Dror Futter Rimon Law Partner dror.futter@rimonlaw.com
Bart Mallon Freiman Cole & Mallon Partner bmallon@colefrieman.com