Investor Bulletin, July 25: Initial Coin Offerings

https://www.sec.gov/oiea/investor-alerts-and-bulletins/ib_coinofferings

by AdamFernandez • 9 years ago

160 48 9 years ago

bpicolo3• 9 years ago

Ask whether the blockchain is open and public, whether the code has been published, and whether there has been an independent cybersecurity audit.

That's an entirely prescient statement that suggests the SEC has done a serious bit of homework and has put careful thought into the subject.

Animats2• 9 years ago

Not prescient, real. There have been ICOs where the blockchain wasn't running yet. That's just a "send us your money" scam.

bpicolo3• 9 years ago

The vast majority are garbage regardless, and are nothing other than bad microtransaction mechanisms (even if you accept that cryptocurrency has fundamental merit, most of it is garbage). I just think it's good that they highlighted open/secure here for future contexts.

itsnotlupus• 9 years ago

Annoyingly enough, that's not sufficient to make those ICOs scam.

The easiest counterexample would be Ethereum itself, who had a teenager as its public face, and raised large amounts of funds on top of mostly just a whitepaper, yet turned out to actually deliver all the crazy stuff they promised.

burritofanatic• 9 years ago

The fact that they've grammatically classified the noun "blockchain" correctly makes me agree. There is more than one blockchain! I don't know why the copy editors as news orgs believe otherwise. Someone smarter than, please let me know if I'm wrong!

sethhochberg• 9 years ago

Both the SEC and DoJ have done really remarkable jobs of keeping up with and publishing documentation related to cryptocurrencies and blockchains in general IMO. I remember thinking the same around the time the DoJ was auctioning off bitcoins seized from Silk Road - their site explaining what the auction was, what bitoins where, and why / how the auction would work suggested they really did understand what they were dealing with and was extremely clear technical writing.

bpicolo3• 9 years ago

The IRS has kept up on it too. My mother (a CPA) is aware of bitcoin through that.

jjn20092• 9 years ago

This seems pretty reasonable and is the same conclusion which the DAO investigation came to. I think both ICO creators and participants will benefit from this new information now that we have a clear line in the sand as to how these things can operate. The risk won't decrease substantially in buying these tokens, these projects can go bust just like a kickstarter project can fail but at the very least people in the US will think twice about running outright scams.

It has been recently suggested that the SEC may go after exchanges which hold any ICO token regardless of how it was sold and advertised, I'm pretty sure they don't want to go that far, this will only push exchanges into decentralized systems which are difficult to shutdown. There has to be some give and take on both sides here really.

anton_tarasenko• 9 years ago

The SEC uses quite a mild language here. Issuers often avoid mentioning even what they sell: revenue flow, profit, or just hashes. White papers has no traces of legal entities involved, dispute resolution jurisdiction, financial statements.

A proper prospectus:

- https://www.sec.gov/Archives/edgar/data/1447599/000119312515...

And how ICO white papers look like:

- https://detectortoken.com/docs/DetectorToken_White_Paper.pdf

- https://magos.io/bluepaper.pdf

aaron-lebo• 9 years ago

The cryptocurrency community is hilariously bad (well, it would be funny if people weren't getting fleeced) about putting blog posts through Latex and acting like they've written a "paper".

The people who have written dozens of real papers that end up in a dustbin somewhere are jealous. The funny thing is most of these docs would be more accessible as blog posts, but those don't provide the same faux-academic thing con men need.

Not sure if they're actually that amateur or it's more cynical and they know it's the way you do business - probably both.

quickthrower2• 9 years ago

Could be a new idoimatic phrase:

"And if you believe that then have I got a paper for you..."

Snackchez2• 9 years ago

The reason some ICOs release a white paper in LaTeX is that there is often a lot of math to be written out. Take for example IOTA's white paper: https://iota.org/IOTA_Whitepaper.pdf

Often, it's easy to spot the ones that are doing the faux-academic thing.

jjn20092• 9 years ago

For the time being its going to be more of a "I'll know it when I see it and so will you" type of situation. Preventing scams and things advertised as investment opportunities appear to be the focus without trying to pin down an exact framework for detecting it, but I wouldn't say they are being vague about what it is they're are going to limit. If they tried creating an exact framework with the information available today it would likely miss the mark in terms of a balance between restrictiveness and protection to investors/purchasers.

deep_concern• 9 years ago

It seems like Golem compute tokens would not be considered securities, but what about obvious joke coins that are only a value store, like the FUCK token?

mschuster91• 9 years ago

Reminds me of Dogecoin.

WikipediasBad• 9 years ago

Hey now, I own millions of dogecoin still from mining them in my college dorm when the electricity was flat rate. :P

spraak• 9 years ago

Can a mod add "July 25, 2017" to the title? It's not that long ago, but I thought this might be new.

sctb• 9 years ago

OK, we've updated the headline to clarify.

SoMisanthrope• 9 years ago

Sincerely hope that people are paying attention. The SEC is as omnipotent as the IRS, in so much as they can make your life a living hell... in very short order. Recommend that people register their securities or currencies with them... besides, registration gives your product the scent of legitimacy, right?

TheAceOfHearts• 9 years ago

I don't have anything to add to this discussion, but I just wanna say that I'm impressed by the bulletin's clarity. I'm used to reading government information that's difficult to parse and dive into. It's easy to fall into a belief that government agencies don't really know what they're doing, and it's just a bunch of monkeys banging at typewriters, but seeing clearly written posts discussing current and relevant events helps to silence those beliefs.

I'm seriously wondering, though... Have there really been that many ICOs? As an outsider the general impression I get (which I recognize might be completely inaccurate) from most coins is that they're "get rich quick" schemes.

A while back I was trying to read up on Ethereum, and despite their nice landing page and superficial info.... Once I tried digging in further into the actual code and actually running any stuff, it was a horribly confusing mess that made me hesitant to put my trust in them. All their docs and wikis seemed full of outdated links and information.

ttul• 9 years ago

$1.7B has been raised so far this year... it's a big deal.

omarchowdhury• 9 years ago

There are single Silicon Valley startups that have raised that much though.

pgeorgep2• 9 years ago

It's a big deal because it seems like the only way startups can raise capital these days.

lucasverra• 9 years ago

Does anybody know a nice ICO timeline coupled with line charts that would help to grasp the (up to date) bigger picture of this phenomenon ? So far the best i've stumble upon is : https://www.tokendata.io/ but the time dimension is not linear nor clear

pgeorgep2• 9 years ago

I agree, the clarity of this piece speaks volumes to how serious the government is taking ICO's and crypto.

mthoms• 9 years ago

andrew3112• 9 years ago

I wrote an in-depth analysis of this bulletin and its associated report on The DAO:

https://medium.com/@andrew311/thoughts-on-the-secs-initial-c...

In the post, I explore what constitutes a security by examining case law and draw comparisons to other means of raising money for companies that are typically outside the purview of securities (gift cards, Kickstarter). Hopefully this helps provide perspective.

Animats2• 9 years ago

Not written by a lawyer. This really needs an analysis from a securities lawyer.

The SEC concluded that the DAO was a security, but that they were not going to take action on it. That's within their discretionary authority. They may simply decided that they weren't going to go after this issue retroactively. They've now published some guidance on the subject, so future issuers can't claim there were no rules in that area.

Expect the SEC to go after somebody who does an initial coin offering and converts the money to their own use, without generating any benefit for the investors.

andrew3112• 9 years ago

Correct, the analysis comes with the disclaimer that I am not a lawyer, and it is not legal advice. I am active in the space and have consulted leading lawyers for my own activities, so I come with some knowledge, but obviously this is a quickly evolving space.

For anyone buying tokens and considering SAFT offerings, this is a good read from a securities lawyer, albeit an English one (not US):

https://prestonbyrne.com/2017/08/04/thoughts-on-the-saft/

This is also a great post in terms of highlighting pitfalls and challenges:

https://medium.com/@twobitidiot/losing-alpha-why-most-new-cr...

narrator• 9 years ago

Has anybody actually gotten paid dividends on any icos yet?

Postscapes• 9 years ago

TAAS and ICN both have paid dividends via burning or depositing holderd

Investor Bulletin, July 25: Initial Coin Offerings

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