Initial Coin Offerings: SEC and Other Regulatory Guidance on Registration of Blockchain Tokens as Securities

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, November 7, 2018

Recorded event now available

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Program Materials

This CLE webinar will analyze recent SEC guidance regarding primary and secondary sales of tokens. The panel will discuss the criteria that the SEC considers in determining whether digital tokens are securities for purposes of the Securities Act and the Exchange Act, and the implications for issuers and token holders when a token is considered to be a security.

Description

On July 25, 2017, the SEC published an investigative report concluding that the initial coin offering (ICO) conducted in 2016 by The Decentralized Autonomous Organization (The DAO) was an unregistered securities offering (the DAO Report). Since that time, the SEC Staff has provided additional guidance on the application of U.S. federal securities laws to blockchain tokens, including through investor bulletins, enforcement actions, and speeches.

Taken together, this guidance reflects the SEC’s view that some tokens are securities for purposes of the federal securities laws and that token sales are not exempt from federal securities laws solely because a sale is conducted on an automated basis using a distributed ledger or blockchain. The guidance further confirms that participants in the unregistered sale of a token that is determined to be a security may face liabilities and remedies under federal securities laws.

Listen as our authoritative panel discusses the impact of the DAO Report and Investor Bulletin on ICOs. The panel will analyze the Howeyfactors as applied to tokens, and provide tips for structuring token sales that remain exempt from U.S. securities registration requirements.

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Outline

  1. Blockchain and the advent of digital currency and tokens
  2. The DAO Report
  3. The Investor Bulletin
  4. The Howey factors applied to digital tokens
  5. Investment management and exchange implications
  6. Structuring token sales in light of the DAO Report, the Investor Bulletin, and Howey

Benefits

The panel will review these and other noteworthy issues:

  • What are blockchain tokens and how are they used?
  • What is the significance of the SEC’s recent guidance?
  • How should primary and secondary token sales be structured in light of the SEC’s guidance?

Faculty

Kahan, Daniel
Daniel R. Kahan

Attorney
Morrison & Foerster

Mr. Kahan's corporate transactional practice focuses on venture capital and private equity investments,...  |  Read More

Silva, Alfredo
Alfredo B. D. Silva

Partner
Morrison & Foerster

Mr. Silva represents public and private companies and investors in a broad range of corporate and securities law...  |  Read More

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