I'm not aware of a particular list. I'm an advisor on Gaze Coin and they have a legal opinion from a well known lawyer (Gary Ross) that GazeCoin is not a security.
Can you please direct me to his logic? Any link you can provide?
Ty.
EDIT: found
this:
Gary Ross
Legal Counsel
Gary is a partner at Ross & Shulga PLLC, and, through longtime clients Steemit
and InvestFeed, has spent several years at the forefront of cryptocurrency.
Gary focuses his practice on securities law, venture capital/private equity and
corporate governance. An adjunct professor at Seton Hall Law School, Gary
has extensive experience advising SEC- registered and exempt capital markets
transactions. He has contributed his expertise to features in The New York
Times, MarketWatch, Associated Press and Corporate Counsel magazine and
holds a JD from Northwestern University and BBA from University of Miami.
So he advised that premediated Steem sneakymine obfuscation of security issuance? Oh my.
Unfortunately there is no legal reasoning there. Ostensibly he is arguing it is an app utility token, but I do not agree. That does not remove the investors’ profit expectations which depend on the efforts of the common enterprise where the raised funds are pooled.
He is a former US Treasury official, so the only thing I can think is that our government has become so corrupt that leniency from the SEC is for sale by buying off those who are connected. IOW, you arrange to give them tokens so they look the other way.
Mind boggling level of corruption if true!
Cryptocurrency
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The attorneys at Ross & Shulga have been on the forefront of the digital currency industry for several years. Long-time clients such as Steemit (one of the co-founders of which went on to found EOS, which has raised more than $185 million so far in its ongoing ICO) and InvestFeed have gone on to become major players in the cryptocurrency space, and have taken Ross & Shulga right along with it. In 2017, we represented investors in both the Filecoin pre-sale and its ICO, which has been the most successful ICO of 2017. We were among the very first law firms to review (and comment upon) the Simple Agreement for Future Tokens.
We are adept at advising clients as to the current financial and regulatory environment, including as to key issues such as why a certain token or other digital asset should or should not be considered a security, which jurisdiction a cryptocurrency company should incorporate in and why, and how ICOs are different from IPOs.
Integrity Is Not For Sale
Lawyers who lack integrity are never going to be worth as much as lawyers who stand steadfast to their morals.
By Gary J. Ross
This has been on my mind a lot lately in re the cryptocurrency space. In case you haven’t heard, it has been a booming year for ICOs (Initial Coin Offerings, which are like IPOs but digital assets — generally referred to as “tokens” — are sold instead of stocks). The majority of the companies that wish to do an ICO want someone like me to write them a legal opinion that their token is not a security, and thus do not require a long and expensive registration process. They are willing to pay top dollar for this opinion. They don’t really want to be told no, and they aren’t particularly interested in why their particular token may in fact be a security. They just want the opinion.
But once you lose your integrity, it’s hard to get it back. If I wanted to, I could probably churn out these opinion letters at $20K or so a pop. But for how long? Right now an opinion letter from me is worth something because I’ve only given it on the few occasions in which, after much due diligence and analysis, I’ve concluded the token is not in fact a security. Maybe I could get away with churning these things out indiscriminately for a month or so, but pretty soon it would become known that I’m an opinion mill, and then opinions from me would be worth less and less, and eventually they would be worth nothing at all.
I presume perhaps there is a legal loophole for him. Notice the keyword is “opinion”.
He can give a reasoned legal opinion, then end up being overturned, but probably walk away a very rich man because he is charging fees. The fees probably do not get clawed back. He probably does not get in trouble as long as his opinion was just an opinion and not a guarantee.
Very clever the way these attorneys play the game.
Apparently he is preparing to blog on the subject matter:
The growth in cryptocurrencies begs the questions regarding security, rules and regulations, and ultimately how to utilize the blockchain and cryptocurrencies in other sectors or the financial industry. The following posts in this series will cover these issues and more in depth.
EDIT#2: He is using the “no profits” logic combined with the app utility token:
For example, if people are buying tokens released by a certain company, such as a non-profit, and for some reason the token-buyers do not have any expectation of profits, then the situation starts looking much more like donation crowdfunding, which is fine and doesn’t violate any securities laws (though you’re still not allowed to perpetuate a fraud)
That is not correct! He is wrong!
But I already quoted jurisprudence which refutes that.
The SEC wrote on
page 11 of their DAO report:
“[P]rofits” include “dividends, other periodic payments, or the increased value of the investment.” Edwards, 540 U.S. at 394.
IANAL. This is my n00b ramblings, not a legal advice.
EDIT#3: I think I distilled down to his logic by studying the InvestFeed prospectus:
FEED is not a cryptocurrency. At the time of this writing, (i) with the exception of being used to place ads on the investFeed platform, IFT cannot be exchanged for goods or services, (ii) IFT has no known uses outside the investFeed application, and (iii)
IFT cannot be traded on any known exchanges.
I argue that is not sufficient. Of course the investors are investing because of their profit expectation that the tokens will someday be tradeable. Investors understand that there is usually a way to game the system to employ
features of the system to trade the tokens.
