Week 7 - Legal Issues in Blockchain and Cryptocurrencies

Legal Issues in
Blockchain and Cryptocurrencies
Roger Royse
rroyse@rroyselaw.com
www.rroyselaw.com
Research Assistant: Justin Sher
1
Stanford Continuing Studies FALL 2018 BUS 35
The Business Basics of Blockchain, Crypto Currencies, and Tokens
Week 7 August 5, 2019

Legal Issues in Blockchain and
Cryptocurrencies
I. Intro: Coin vs. Token
II. Securities Law: Is Cryptocurrency a security?
III. FinCEN: Is Cryptocurrency a currency?
IV. CFTC: Is Cryptocurrency a commodity?
V. ICOs: Legal Considerations
VI. Patent Issues in blockchain
VII. Cryptocurrency Regulation: US and International
VIII.Tax Discussion (continue to Week 8)
2

Intro: Distinction between Coin and Token
• Typically, “Coin” refers to more transactional based cryptocurrencies
whereas “Token” refers more to a type of investment vehicle
• Coin
• Describes a certain feature of a type of distributed ledger software program
• Rights and responsibilities of a coins may be exchanged among the parties who make
use of the software
• Token
• Describes manner of a claim against an entity or its assets that arise from the use of
distributed ledger technology
• Representations of claim that an entity may extend to others in exchange for
proceeds of varying forms
3

I. Securities Law
• What is a security?
• SEC Definition
• Under Section 2(a)(1) of the Securities Act, the term “security” is defined as: – any note, stock, treasury
stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of
interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security, certificate of deposit, or group or index of securities
(including any interest therein or based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to foreign currency, or, in general, any
interest or instrument commonly known as a “security,” or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing
4

Securities Exchange Act of 1934
5
With this Act, Congress created the Securities and Exchange Commission. The Act
empowers the SEC with broad authority over all aspects of the securities industry. This
includes the power to register, regulate, and oversee brokerage firms, transfer agents, and
clearing agencies as well as the nation's securities self regulatory organizations (SROs).
The various securities exchanges, such as the New York Stock Exchange, the NASDAQ
Stock Market, and the Chicago Board of Options are SROs. The Financial Industry
Regulatory Authority (FINRA) is also an SRO.
The Act also identifies and prohibits certain types of conduct in the markets and provides
the Commission with disciplinary powers over regulated entities and persons associated
with them.
The Act also empowers the SEC to require periodic reporting of information by companies
with publicly traded securities.

Securities Act of 1933
6
Often referred to as the "truth in securities" law, the Securities Act of 1933
has two basic objectives:
Requires that investors receive financial and other significant
information concerning securities being offered for public sale; and
Prohibits deceit, misrepresentations, and other fraud in the sale of
securities.

Other Federal
7
Trust Indenture Act of 1939
This Act applies to debt securities such as bonds, debentures, and notes that are offered for public sale.
Investment Company Act of 1940
This Act regulates the organization of companies, including mutual funds, that engage primarily in investing,
reinvesting, and trading in securities, and whose own securities are offered to the investing public.
Investment Advisers Act of 1940
This law regulates investment advisers.
Sarbanes-Oxley Act of 2002
The Act addresses corporate responsibility, enhances financial disclosures and combats corporate and
accounting fraud, and created the "Public Company Accounting Oversight Board," also known as the PCAOB,
to oversee the activities of the auditing profession.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
Reshape the U.S. regulatory system in consumer protection, trading restrictions, credit ratings, regulation of
financial products, corporate governance and disclosure, and transparency.
Jumpstart Our Business Startups Act of 2012
The JOBS Act helps businesses raise funds in public capital markets by minimizing regulatory requirements.

State Blue Sky Laws
8
States also regulate the sale of securities in their states
National Markets Improvement Act of 1996 (NSMIA)
The NSMIA amended Section 18 of the Securities Act to pre-empt state “blue
sky” registration and review of specified securities and offerings. The
preempted securities are called “covered securities.” The NSMIA also amended
Section 15 of the Exchange Act to pre-empt the state’s authority over capital,
custody, margin, financial responsibility, making and keeping records, bonding or
financial or operational reporting requirements for brokers and dealers.

Is a Token a Security?
Howey Test: a transaction is an “investment contract” if:
1. It is an investment of money
2. There is an expectation of profits from the investment
3. The investment of money is in a common enterprise
4. Any profit comes from the efforts of a promoter or third party
The SEC takes the position that some cryptocurrencies may be
securities
9

SEC Chairman, Jay Clayton
“I do not believe that digital tokens such are Bitcoin, when used to
replace currency as a medium of exchange are securities.”
“Then there are tokens, which are used to finance projects. I've been
on the record saying there are very few, there's none that I've seen,
tokens that aren't securities. To the extent something is a security, we
should regulate it as a security, and our securities regulations are
disclosure-based, and people should follow those and provide the
information that we require.”
10

SEC Scrutiny of the ICO and Enforcement
• The SEC’s Office of Investor Education and Advocacy is warning
investors about potential scams involving stock of companies claiming
to be related to, or asserting they are engaging in, Initial Coin
Offerings (or ICOs)
• Fraudsters often try to use the lure of new and emerging technologies
to convince potential victims to invest their money in scams.
• These frauds include “pump-and-dump” and market manipulation
schemes involving publicly traded companies that claim to provide
exposure to these new technologies
11

SEC is suspending trading
• The companies affected by trading suspensions: First Bitcoin Capital
Corp., CIAO Group, Strategic Global, and Sunshine Capital
• Circumstances that might lead to a trading suspension include:
• A lack of current, accurate, or adequate information about the company
• Questions about the accuracy of publicly available information, including in
company press releases and reports, about the company’s current
operational status and financial condition; or
• Questions about trading in the stock, including trading by insiders, potential
market manipulation, and the ability to clear and settle transactions in the
stock
12

SEC Actions
13
DAO Token – model described by one of the DAO founders as similar to “buying shares in a
company and getting…dividends”
Munchee - restaurant meal reviews
SEC halted cease and desist – unregistered securities
ICO targeted investors, who had an expectation of future profits, rather than users of the
products, with intention to use proceeds to develop application and future “ecosystem”,
which would increase the value the MUN token
Marketing materials stated additional development and ecosystem would increase the
price of the MUN token and could trade on secondary market within 30 day after ICO
Recent ICO Subpoenas

Rule 10(b)-5 Private Right of Action
14
Section 10(b) of the Securities Exchange Act of 1934 gives shareholders a
private right of action to seek damages for securities fraud
Rule 10b-5 forbids “any person, directly or indirectly, . . . [t]o make any untrue
statement of a material fact” in connection with the purchase or sale of
securities
Ripple XRP Class Action Lawsuits are an example

Securities Law Compliance
15
1. Public offering (S-1 registration)
2. Reg CF, Reg D, Reg A, Reg A+, Reg S
3. Crowdfunding
1. Initial disclosure requirement
2. Exemption from registration: Up to 1.07 million in 12 months period
3. Issuer disclosure requirement

Are Cryptocurrencies Commodities?
• CFTC definition: “Commodity”
• Until Congress clarifies, the CFTC has concurrent authority, along with
other state and federal administrative agencies, and civil and criminal
courts, over dealings in virtual currency – March 6, 2018 US Dist. New
York
• This decision allows the CFTC to proceed with a fraud enforcement
case against CabbageTech Corp., doing business as Coin Drop
Markets, and its CEO
16

CFTC
A commodity, as defined in the Commodity Exchange Act, includes the
agricultural commodities enumerated in Section 1a(9) of the Commodity
Exchange Act, 7 USC 1a(9), and all other goods and articles, except onions as
provided in Public Law 85-839 (7 USC 13-1), a 1958 law that banned futures
trading in onions, and all services, rights, and interests in which contracts for
future delivery are presently or in the future dealt in; (2) A physical commodity
such as an agricultural product or a natural resource as opposed to a financial
instrument such as a currency or interest rate. See 7 USC 1a(9)
In a preliminary injunction order issued March 6, 2018, U.S. District Court for
the Eastern District of New York ruled that the CFTC has concurrent authority,
along with other state and federal administrative agencies, and civil and
criminal courts, over dealings in virtual currency. This decision allows the CFTC
to proceed with a fraud enforcement case against CabbageTech Corp., doing
business as Coin Drop Markets, and its CEO
17

CFTC
The CFTC does NOT have regulatory jurisdiction under over markets or
platforms conducting cash or “spot” transactions in virtual currencies or other
commodities or over participants on such platforms. T
The CFTC DOES have enforcement jurisdiction to conduct civil enforcement
actions against fraud and manipulation in virtual currency derivatives markets
and in underlying virtual currency spot markets.
The CFTC does have both regulatory and enforcement jurisdiction under the
CEA over derivatives on virtual currencies traded in the United States. This
means that for derivatives on virtual currencies traded in U.S. markets, the
CFTC conducts comprehensive regulatory oversight, including imposing
registration requirements and compliance with a full range of requirements for
trade practice and market surveillance, reporting and monitoring and
standards for conduct, capital requirements and platform and system
safeguards.
18

Financial Crimes Enforcement Network
19
US Department of Treasury
The mission of the Financial Crimes Enforcement Network is to safeguard the financial
system from illicit use, combat money laundering, and promote national security through
the strategic use of financial authorities and the collection, analysis, and dissemination of
financial intelligence.
Money Services Business Registration
Bank Secrecy Act compliance
Suspicious Activity Reports
OFAC (Office of Foreign Assets Control)

FINCEN FEB 13 LETTER
Financial Crime Enforcement Network (FINCen), Dep’t of Treasury letter to Senator Ron
Wyden (D- Ore)
1) A developer that sells convertible virtual currency (i.e., bitcoin, ether, ripple, etc) including
in the form of ICO coins or tokens, in exchange for another type of value that substitutes for
currency is a money transmitter and must comply with AML/CFT requirements that apply to
this type if MSB ( and register as a MSB with FInCen - a form filed annually and disclosure of
some financial information).
2) An exchange that sells ICO coins or tokens, or exchanges them for other virtual currency,
fiat, or other value that substitutes for currency, would typically also be a money transmitter.
3) FInCEN AML/CFT rules likely do not apply to ICO structures where (a) the tokens are offered
as securities - SEC jurisdiction and their AML/KYC requirements or (b) future interests in
commodities - CFTC jurisdiction and their AML/KYC requirements.
20

II. Crypto funding: Legal Issues
• SEC compliance: Regulation A, Regulation D, or Regulation CF can be used
• US vs. Offshore Offering
• Investment Company Act: Qualified investors
• “Exchanges”
• Disclosure – White Paper
• Potential CFTC and FinCEN Compliance
• PR + Marketing
21

Exemption from Registration
• The private company issuer (aggregated with predecessors and companies
under common control) may sell up to $1.07 million of securities in a 12-month
period [adjusted for inflation]
• Individual investments in all crowdfunding issuers in a 12-month period are
limited to:
o If either their annual income or net worth is less than $107,000, then the
greater of:
 $2,200 or
 5 percent of the lesser of their annual income or net worth
o If both their annual income and net worth are equal to or more than
$107,000, then
10 percent of the lesser of their annual income or net worth (up to a
maximum of $107,000)
o Issuer may rely on intermediary’s calculation of investor limits, unless issuer
knew it was or would be wrong
• Process is expensive and burdensome
Reg CF Crowdfunding
22

• Investment must be through the online platform of an “intermediary”
broker or funding portal
o Intermediary must register with the SEC and FINRA
o Issuer can only use one intermediary in any concurrent offerings based off of
crowdfunding exemption; however, multiple crowdfunding offerings may be
conducted using different portals so long as the aggregate amount in the
same 12-month period does not exceed the 1.07 million limit
o Many limitations on what entities can be intermediaries (e.g., must be good
actor)
o Stringent limitations on having financial interests in issuers using platform
o Only allow issuers if reasonable to believe they are compliant, and there is no
reasonable basis to think there is a potential for fraud
o Cannot accept commitment from investor until investor has account with
platform, and platform provides needed information
o Must make sure investors aren’t exceeding their caps, and that they
acknowledge and understand the risks
o Must provide communication services between investors and issuer
o Many other requirements and filings
Crowdfunding
23

• Issuer disclosure requirements
o File basic business, offering details in Form C with SEC; then display publicly
o Amend Form C if any material changes occur via Form C/A
o File updates (Form C-U) with SEC within five days of certain milestones
(such as enough commitments, offers, or closing of issuance)
o File financial statements meeting GAAP, and GAAS or PCAOB if applicable
 Audited if offering exceeds $500,000, except first time issuers need only have
independent CPA review
 Reviewed by an independent CPA if offering is between $100,000 and $500,000
 If $100,000 or less, certain information from tax forms and CEO-certified financials
 In any event, if more trustworthy financials available than are required (i.e., if
audited or CPA-reviewed are available), use those instead
o File annual SEC reports via Form C-AR
o File Form C-TR to terminate annual reporting obligations in five days of
eligibility (e.g., became Exchange Act issuer, has fewer than 300 recorded
holders or not more than $10 million total assets)
Crowdfunding
24

• Accredited investors only who may self verify
• $200,000 annual income current year and prior two years
($300,000 jointly) or
• $1,000,000 net worth excluding personal residence
• Issuers are prohibited from making general solicitations
• Direct communications to persons with whom the issuer or its
broker has a “pre-existing, substantive relationship” are not
considered general solicitations
Private Offerings Under Rule 506(b)
25

506(c) Offering
26
Rule 506(c): issuers can offer securities through means of general
solicitation as long as:
oAll purchasers are accredited investors; and
oThe issuer takes “reasonable steps” to verify the purchasers’
accredited investor status

• A determination of “reasonable steps” requires consideration of:
o Nature of the purchaser;
o Amount of information the issuer has about the purchaser; and
o Nature of the offering, terms, amount, and method of solicitation
• The SEC has provided a non-exhaustive list of methods to verify status:
o Review IRS forms that report income e.g. Form W-2 or K-1;
o Review documents for asset details e.g. bank or brokerage
statements; or
o Obtain confirmation from CPA, lawyer, SEC-registered investment
advisor, or broker-dealer that reasonable steps were taken to verify
accredited investor status
General Solicitation
27

• The oldest exemption issued by the SEC
• Although it allowed non-accredited investors to invest, was rarely used,
because of high compliance costs relative to the maximum funds raised
o $5 million maximum offering
o Did not preempt state law registration, requiring registrations in many states
• The JOBS Act included legislation to create what is nicknamed
“Regulation A+”, an upgrade to Regulation A
• The new Regulation A keeps the allowance of non-accredited investors,
and features two kinds of Regulation A offerings, called “Tiers”:
o Tier 1, with a $20 M maximum, does not preempt state law registration, but has low
federal compliance burdens
o Tier 2, with a $50 M maximum, preempts state law registration, but has high federal
compliance burdens including ongoing semi-annual, annual, and current disclosures
Reg. A – History
28

Issue 506(b) 506(c) Reg. A Tier 2
State law
regulations?
Preempted Preempted Preempted
Maximum amount
raised?
Unlimited Unlimited $50 M in 12 months, up to
$15M of which from
current holders
Per investor
maximums?
Unlimited Unlimited Up to 10% of greater of
unaccredited investor’s
net worth or net income;
unlimited for accredited
Investor limitations Unlimited
accredited, and
35 sophisticated
non-accredited;
self-certification
standard
Accredited
only, and issuer
must take
steps to certify
they are
accredited
Unlimited accredited (self-
certified), unlimited non-
accredited
506(b), 506(c), and Reg. A Tier 2
29

Issue 506(b) 506(c) Reg. A Tier 2
Issuer limitations No bad actors No bad
actors
Cannot be public,
shell company, bad
actor, those failing
certain SEC
compliance rules
Solicitation,
advertising
Banned Soliciting of
anyone is
allowed
Testing for interest,
soliciting OK
Initial disclosures Non-accredited:
Equivalents of what they
get in registered offering,
plus anything accredited
investor can get
For accredited, see 506(c)
Optional;
must be
available to
answer
questions
Financial statements
for past two years
disclosed, plus
offering circular
with audited
financials
506(b), 506(c), and Reg. A Tier 2 (cont.)
30

Issue 506(b) 506(c) Tier 2
Ongoing disclosures Form Ds Form Ds Yes, if 300+ holders;
annual, semiannual, and
current events. But special
exemption from Exchange
Act registration until over
$75M float.
Share restriction Restricted for a
year
Restricted for a
year
Unrestricted; affiliates still
have some limits
Allowed securities? ABS not
specifically
banned
ABS not
specifically
banned
Asset backed-securities
banned
506(b), 506(c), and Reg. A Tier 2 (cont.)
31

Regulation S
Regulation S is a "safe harbor" that defines when an offering of
securities is deemed to be executed in another country and therefore
not be subject to the 1933 Act.
Two safe harbors: an issuer safe harbor and a resale safe harbor.
32

Issuer
Law
• Securities Law
• Tax
• AML/KYC
• Anti Fraud
• FINCEN
• CFTC
• FTC
• Investment Company Act
• Exchange Act
$
Step 2: Build
Platform
Step 1:
Pre-Sale
$orCrypto
SAFT
Investors
Step 3: ICO
Tokens
Investors
The ICO
Team
• Legal US
• Tax US
• Foreign Legal
• Compliance
• Marketing
• KYC/AML
• ICO Economies
• Blockchain
Technical
Utility
• Use of Token
• Secondary Trading
• Scarcity
• Voting + Democratized
33

US Platform Co. Cayman ICO Co. Singapore ICO
Foundation
$
$
SAFT
$
tokens
Token Securities Compliance
Step 1
Step 3: Cash to
US Co.
$
Step 2: ICO
Issuance
1) 506 – All accredited
2) 506/Reg S foreign targeted offering
3) Non US offering
4) Foreign Utility Tokens – not a security
5) Reg A+
6) Register with SEC
7) Sec 4(a)(2) private offering
Resale
Rule 144 (12 month holding)
Section 12(g)
Rule 12g3-2(b)
34

III. Patent issues in Blockchain
• Patent gives right to exclude all others in U.S. from making invention
for duration of patent (20 years)
• Patent - Bank of America, NASDAQ
• Open Source - Hyperledger
• Patent Pledge - Blockstream (will not sue)
• Patent Pool – similar to Open Invention Network (Linux)
• Trade Secret: “CryptoKitties,” sued for using Ethereum blockchain
technology to “allow[] users to securely buy, sell, trade, and breed
genetically unique virtual cats.” Founder Starcoin v. Launch Labs, Inc., No. 18-CV-972 JLS
(MDD) (S.D. Cal. July 9, 2018).
35

Is Blockchain Technology patentable?
• No specific guidance from the U.S. Patent Office yet on blockchain
patent applications.
• Blockchain technology generally involves the improvement of the
functioning of a computer, subject to “abstract idea” problem
• White papers, Hyperledger and Ethereum open source projects can
be count as challenges to patents
• As with all nascent technology, there's a potential to secure patents
with broad claims scope as prior art is less available and less well
understood by USPTO
36

IV. Cryptocurrency Regulation: US
• Regulatory climates in the US
• No coherent direction on blockchain technology or cryptocurrency regulation
• SEC has warned investors of cryptocurrency investing risk, halted several ICOs
and hinted at the need for greater regulation
• CFTC allowed cryptocurrency derivatives to trade publicly in 2017
• For non-US investors
• If the U.S. treats cryptocurrencies as currency, the federal government would
preempt states licensing
• Otherwise, if it treats as securities, cryptocurrencies, especially ICOs would
have to clear “blue sky laws” on a state-by-state basis
• SEC has not completely cleared this issue up
37

Cryptocurrency Regulations among States
• Delaware’s Blockchain Initiative (DBI)
• Initiated DBI committed to use blockchain technology in 2015
• When distributed ledger technology hit their radar screen in 2015, State
officials immediately understood the ramifications of the technology
• The state’s strong motivation to attract business from companies: improving
services related to registrar, UCC, land titles, personal properties, and
professional license
• The first milestone: The rollout of distributed ledger technology at the
Delaware Public Archives
• The second milestone: “Smart UCC filings”
38

• Wyoming’s 13 Blockchain bills
• HB 57 – Fintech Sandbox
• HB 62 – Wyoming Utility Token Act
• HB 70 – Commercial Filing System
• HB 74 – Special Purpose Depository Institution
• HB 113 – Special Electric Utility Agreements Between Utilities and Cryptominers
• HB 185 – Corporate Stock Tokens
• SF 28 -- Banking Technology and Stock Revisions
• SF 125 -- Digital Assets
• SF 159 – Sell Coal Fired Plants, possibly to Cryptominers
• SF 111 – Property tax exemption for virtual currencies
• HB 101 – Corporate Record on the Blockchain
• HB 126 – Allows LLCs to decentralized governance to reduce risks of token ownership
• HB 19 – Money Transmitter Act Exemption for Virtual Currencies
• https://media.consensys.net/what-wyomings-13-new-crypto-laws-mean-for-blockchain-in-the-us-1bcf8b7a39d4
39

• Nevada’s Recently Passed Blockchain Bills
• SB161 – Creates a “sandbox” providing for a temporary exemption from
certain statutory and regulatory requirements.
• SB162 – Adds “public blockchain” as a type of electronic record under the
Uniform Electronic Transactions Act.
• SB163 – Authorizes businesses to store and maintain corporate records on a
blockchain.
• SB164 – Defines virtual currencies as intangible personal property similar to
how stocks are treated in Nevada.
40

Cryptocurrency Regulation: Global
41
• Switzerland: known for progressive attitude to cryptocurrency regulation . In
February 2019, the Swiss Financial Market Supervisory Authority FINMA
became the first major economy to set out clear guidelines on ICO
• South Korea : Significant cryptocurrency presence in the past but regulatory
uncertainty and negative prospect are growing
• Singapore: relatively progressive compared to other Asian countries. The
country’s law is attempting to remove distinction between transactions
conducted using fiat currency and cryptocurrency
• Malta: an early pioneer in blockchain and cryptocurrency regulation

Cryptocurrency as Regulated Investment
• More and more investors are seeking to diversify their investment in
cryptocurrencies.
• BB Index is one of the world’s first diversified cryptocurrency indices
with exposures to different segments of the cryptocurrency market.
• Offering 26 different investable indices which generally include 7, 20 or 50
cryptocurrencies in each index.
• On December 10, 2017, the Chicago Board Options Exchange (CBOE)
opened the inaugural futures market for bitcoin, followed a week
later by a futures market on the Chicago Mercantile Exchange (CME)
42

V. Tax Consideration
• Equity? Debt?
• Capital asset? Barter exchange?
• Prepaid goods or services?
• Deferral?
• Open - transaction?
• Forward contract ?
• Executory Agreement to Sell?
• Information Reporting
• FATCA
• FBAR
43

Is Cryptocurrency property for federal tax?
• Virtual currency treated as property for federal tax purposes.
• Income or amount realized at fair market value when received.
• Gain or loss when exchanged.
• Subject to information reporting and back-up withholding to same extent
as any other payment in property.
• Characterization and type of income determined as if cash received.
44

Taxation to Miners
• Miners must report the fair market value of the currency (on the day
they received it) as gross income.
• Miners are also required to pay self-employment tax — that is, Social
Security and Medicare taxes — if the mining “constitutes a trade or
business,” according to the I.R.S.
45

Taxation to Issuers
• What are the consequences to issuers of tokens?
• 1.Capital contributions to corporations, partnerships, other?
• 2.Advance sale of services?
• 3.Analogy to miners (subscribers)?
• What happens to token holders on subsequent events?
46

Cryptocurrency Transactions and Tax
• Until the end of 2017, some investors have relied on the law to
exchange one cryptocurrency for another without paying taxes under
section 1031
• For instance, someone who owned Bitcoin could diversify their
holdings into Ethereum or Litecoin, and plausibly report to the IRS it
created no tax obligations.
• This is no longer the case because of a change to definition of
property eligible for the “1031 exchange.
• In Canada, all transactions in cryptocurrency are considered taxable
events.
47

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48

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