>issue guidance for how ICOs could be conducted in compliance with Regulation D [1] (or A).
But, reaching for that compliance essentially negates one of the key benefits of ICOs, namely that you've specifically not been required to comply with SEC regulations. That's kind of the open secret with some of these crypto offerings.
Have a look at the (non-crypto related) Reg A+ stuff, especially Title IV. It was supposed to open the flood-gates on crowdfunding, mini-IPOs, etc. But, the requirements are so demanding that the bar is still extremely high for any sort of substantial offering, and there has thus been relatively little activity that leverages that reg.
Take the same style of regulation and apply it to crypto (ICOs, etc.) and watch activity plummet there.
Not quite right. They raised from their own investors and the public, which may be part of the problem.
If their own investors bought into their own ICO to "seed" it, which tricked the public into thinking there was genuine demand, that might constitute fraud.
> The main problem with ICOs is that there are not many independent auditing organisations.
That is right but we are talking about a "thing" that is completely new. Future ICOs will have more due diligence, that is natural and it is unfeasible that they can continue with just a whitepaper in place. BTW, one sector in my company works specifically with ICOs and we are working with some real companies, doing and selling real products, and they plan to launch their ICOs in the next 6 months.
So we have more transparency with these completely opaque ICO situations where the company name and country of operation isn't even clear? Versus the highly regulated filing requirements and GAAP independent audit requirements of a public company? Huh?
> but most of them were also not scams [...] most ICOs were not put together by scammers, and many of them have made an honest effort to produced technically advance systems
As someone who's had the misfortune of finding myself at events offstage around many famous practitioners in this space... I cannot say I agree.
It's my experience that only a small minority appear to have remotely credible beliefs in their prospects. The best I could say is that many appear to be indifferent to the prospects of success for their headline venture, but extremely interested and invested in their success in collecting investments from unsophisticated buyers.
Many I've witnessed are outright contemptuous towards the victims that buy into their offerings. You can see this contempt reflected in the contractual terms of the ICO offerings which go out of their way to make sure that absolutely nothing of value is transferred with the sale of the token. You'd have to be either an idiot or simply ignorant of the terms to accept them in virtually every ICO.
Until one or more ICOs bring successful and innovative products. At the fundamental level ICOs are a frictionless way to fund your project. There will be a lot of scams and unproductive projects until the community makes an error correction looking for more due diligence and stronger evidence. There is a huge gap between ICOs and IPOs that make it difficult to fund new companies globally.
> Maybe we're defining 'scam' differently. I take it to mean a premeditated act of defrauding people by embezzling funds that were received under the pretenses of being spent on development.
I think we defining it in the same way. It's just that I don't believe that 90%+ of ICO's I've seen are "poorly planned" projects. I believe they're cases of asking people for money with no intention whatsoever to deliver anything in exchange.
But yeah, come to think of it, you're right that outright ban is a stupid idea. A better one would be to tighten up regulatory scrutiny a little bit, putting just enough barriers to discourage casual scammers. You're right it's worth to have this experiment in the open, and to see what good things can come out of it.
Except the cost to the participants who later have wasted money because the ICO contract was exploitable...
At the current rate major losses are as perceptible as all successes. Maybe the industry needs some externally imposed speed bumps from SOME authority until folks can get their acts in gear?
> Who invests:
- Some of the hundreds of thousands of people who have made big $ in crypto - especially ether
> How do ICOs reach these people:
- There are numerous forums/chatrooms/reddits/twitter posters etc etc. One of the common tricks is for ICOs to reward 2-3% of tokens in "bounty programs" which basically rewards participants for facebook/forum/blog/youtube posts/spam. Very large ICOs like bancor have done this
> Legal status of ICO's
- Unclear, but they are global and switzerland - where many of them are based out of seem to have liberal laws. For the SEC they seem to have indicated that you are likely to get in trouble if ICO's are more equity based, whereas "token" based network payment stuff is less clear.
The high early liquidity of ICO's basically mean that if an ICO has capped investment and has any sort of credibility, the ICO will reach its cap rapidly and when it opens on the exchanges it'll be up 3-10x and you can dump it and make a fortune, regardless of whether it is actually vaporware or a ponzi. This does not really happen in the past 3 months as the high demand ICO's generally take as much money as possible and don't cap it.
I think its sad that this business is going the way of the venture capital biz where well connected people get early/cheap dibs and average joes only get in once all the potential gains have been sucked out. Compare this to the ethereum ICO where everyone really got a fair short. I also think that if these have ponzi elements, being a preferred/connected/private investor in a ponzi makes you complicit in the ponzi scheme, whereas being an average joe just means you're playing the game.
> If you're offering an ICO yourself, things are going to get an order or two of magnitude more complicated, I'd imagine. No idea how it's classified but I'd imagine your regulatory reporting burdens will be somewhere between pink sheets and a publicly traded NYSE post-Sarbox company.
They are actually simpler, I know this from running an OTC for a few years. The blockchain keeps people far more honest and transparent than Stock Transfer Agents, IQCapital and DTCC combined.
T
>If you're doing a legal ICO it has almost no benefit over traditional fundraising,
The way I read that is there are benefits. Seems to me it’s significantly more cost effective than a private offering and order of magnitude more cost effective than a traditional IPO.
>and some huge regularity drawbacks (not knowing who owns the shares).
Not knowing who owns the shares is in fact illegal.
> Do we really know what a "typical ICO" is at this stage?
Yes, we can look at the ICOs that have happened and draw conclusions.
> And as fast as the sector is changing, how do we know what will be typical by the time new legislation is
(a) passed
This isn't about new legislation. The Howey Test dates from 1946. The fundamental characteristics of ICOs are not new (and have nothing to do with blockchains).
> Many (typical?) ICOs are not companies
I have no idea why you think this changes anything. It doesn't.
> Which explicitly state that it is not an investment
As I already mentioned, fine print doesn't fix the problems being discussed here.
> It's just an interesting technological gimmick to deal with some of the superficial difficulties of the process. I guess that's what tech companies are into these days.
This applies incredibly well to current ICO craze.
That doesn't make it OK. I think what's happening here is that ICO's are raising large enough funding to finally warrant involvement by the SEC.
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