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Daily Archives: September 10, 2018

Securities Regulation and Initial Coin Offerings: A Legal Primer

CRS Report – Securities Regulation and Initial Coin Offerings: A Legal Primer. August 31, 2018 R45301

“Initial coin offerings (ICOs)—a method of raising capital in exchange for digital coins or tokens that entitle their holders to certain rights—are a hot topic among legislators, regulators, and financial market professionals. In response to a surge in the popularity of ICOs over the past 18 months, regulators in a number of countries have banned ICOs. Other foreign regulators have cautioned that unregistered ICOs may violate their securities laws, issued guidance clarifying the application of their securities laws to ICOs, or proposed new rules or legislation directed at regulating ICOs. ICOs have also attracted the attention of U.S. securities regulators. The Securities and Exchange Commission (SEC) has cautioned that depending on their specific features, ICOs may qualify as offerings of “securities” subject to federal regulation. Whether an ICO involves an offering of “securities” has important legal consequences. Section 5 of the Securities Act of 1933 (Securities Act) requires issuers of securities to register their offerings with the SEC or conduct them pursuant to a specific exemption from registration. Issuers and sellers of securities also face anti-fraud liability under the Securities Act and the Securities Exchange Act of 1934 (Exchange Act). The SEC has the authority to investigate and punish violations of the securities laws, and has indicated that it will “vigorously” police the burgeoning ICO market for such violations. To determine whether a transaction involves an offering of “securities,” courts employ a four-part test outlined by the Supreme Court’s 1946 decision in SEC v. W.J. Howey Co. Under that test, a transaction qualifies as an offering of “securities” if it involves (1) an investment of money, (2) in a common enterprise, (3) with a reasonable expectation of profit, (4) to be derived from the efforts of others. In applying the Howey test, the Court has emphasized the importance of analyzing “the economic realities” of a transaction, as opposed to its form or the label that its promoters give it. Because ICOs are incredibly diverse, it is impossible to draw broad conclusions about their status under the securities laws, which will depend on fact-intensive inquiries into details that vary among different ICOs. As a general matter, though, ICOs are more likely to qualify as offerings of “securities” when token purchasers (1) are motivated primarily by a desire for financial returns (as opposed to a desire to use or consume some good or service for which tokens can be exchanged), and (2) lack a meaningful ability to control the activities on which their profits will depend. In light of these principles, attorneys have developed a method for structuring ICOs—the Simple Agreement for Future Tokens (SAFT)—that attempts to avoid classification of the tokens issued pursuant to certain ICOs as “securities.” However, whether the SAFT achieves its intended goal remains subject to significant debate…”

Securing the Vote Protecting American Democracy 2018

The National Academies of Sciences: “During the 2016 presidential election, America’s election infrastructure was targeted by actors sponsored by the Russian government. Securing the Vote: Protecting American Democracy examines the challenges arising out of the 2016 federal election, assesses current technology and standards for voting, and recommends steps that the federal government, state and local… Continue Reading

American middle class is stable in size, but losing ground financially to upper-income families

Pew: “About half (52%) of American adults lived in middle-class households in 2016. This is virtually unchanged from the 51% who were middle class in 2011. But while the size of the nation’s middle class remained relatively stable, financial gains for middle-income Americans during this period were modest compared with those of higher-income households, causing… Continue Reading

Study – comprehensive overview of Google’s collection methods and exactly what information it collects on you

“In light of recently turning 20 years old, Google reigns as one of today’s tech giants. The company has two main ways of collecting user data: active and passive. Active tracking is usually consciously understood by the user, such as signing into a range of accounts (YouTube, Google Search, Gmail, etc.). Passive data collection, however,… Continue Reading

What It Actually Costs to Live in America’s Most Expensive Cities

“With unemployment at over a decade low, wages at all-time highs, and poverty on the decline, the U.S. economy is flourishing — or so it would seem. For Americans struggling financially it can be difficult to feel encouraged by such optimistic reports. It is a common complaint among ordinary Americans and economists alike: economic measures… Continue Reading

How the Great Recession Changed American Workers

[email protected]: “Technically speaking, the financial crisis of 2008, the biggest economic meltdown in the U.S. since the Great Depression, lasted a little more than 18 months, and ended long ago. From December 2007 to June 2009, the GDP contracted sharply, and then the economy began growing again. At ground level for many, though, the world… Continue Reading

The Global Economy Ten Years After

Project Syndicate – Jim O’Neill: “In the decade since the collapse of Lehman Brothers and the start of the global financial crisis, the world economy has registered stronger growth than many realize, owing in large part to China. But in the years ahead, global economic imbalances and troubling trends in the business world will continue… Continue Reading

Google launches Touring Bird – helps travelers explore, compare, and book tours, tickets, and activities from multiple providers

Tourbird FAQ: “Touring Bird helps travelers explore, compare, and book tours, tickets, and activities from multiple providers in top destinations around the world—all in a single place. What can I do with Touring Bird? With Touring Bird, you can: Find everything in one place – When you select a destination city, you’ll see popular attractions,… Continue Reading