See SEC v. Int’l Loan Network, Inc., 968 F.2d 1304, 1307 (D.C. Cir. 2d 53 (1973) (“Turner“). . Relevant factors may include: There is a correlation between the purchase price of the digital asset and a market price of the particular good or service for which it may be redeemed or exchanged. Rather, the framework provides additional guidance in the areas that the Commission or Staff has previously addressed. Howey Co. and subsequent case law. The Framework provides additional and more detailed guidance than has otherwise been made public for analyzing whether a digital asset is offered and sold as an investment contract under the so-called Howey test, and it reiterates and enhances the previous guidance given in a June 2018 speech on this topic by SEC Director of Corporation Finance … . It is not a rule, regulation, or statement of the Commission, and the Commission has neither approved nor disapproved its content. See TSC Industries v. Northway, 426 U.S. 438, 449 (1976) (a fact is material “if there is a substantial likelihood that a reasonable shareholder would consider it important” in making an investment decision or if it “would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available” to the shareholder). To address the more common implementations and applications of blockchain, tokens and cryptocurrencies, Division of Corporation Finance Staff announced the release of a "Framework for 'Investment Contract' Analysis of Digital Assets… The distributed ledger network and digital asset are fully developed and operational. [17] See, e.g., Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. The AP owns or controls ownership of intellectual property rights of the network or digital asset, directly or indirectly. This can be demonstrated, for example, if the AP retains a stake or interest in the digital asset. Profits can be, among other things, capital appreciation resulting from the development of the initial investment or business enterprise or a participation in earnings resulting from the use of purchasers' funds. With respect to a digital asset that represents rights to a good or service, it currently can be redeemed within a developed network or platform to acquire or otherwise use those goods or services. Relevant to this inquiry is the “economic reality”[12] of the transaction and “what character the instrument is given in commerce by the terms of the offer, the plan of distribution, and the economic inducements held out to the prospect.”[13]  The inquiry, therefore, is an objective one, focused on the transaction itself and the manner in which the digital asset is offered and sold. ), cert. . [15] In this guidance, we are using the term “network” broadly to encompass the various elements that comprise a digital asset’s network, enterprise, platform, or application. There is little apparent correlation between quantities the digital asset typically trades in (or the amounts that purchasers typically purchase) and the amount of the underlying goods or services a typical consumer would purchase for use or consumption. The more the following characteristics are present, the more likely it is that there is a reasonable expectation of profit: In evaluating whether a digital asset previously sold as a security should be reevaluated at the time of later offers or sales, there would be additional considerations as they relate to the “reasonable expectation of profits,” including but not limited to: When assessing whether there is a reasonable expectation of profit derived from the efforts of others, federal courts look to the economic reality of the transaction. The intended use of the proceeds from the sale of the digital asset is to develop the network or digital asset. [21] See Forman, 421 U.S. at 852-53 (where a purchaser is not “‘attracted solely by the prospects of a return’ on his investment . The U.S. regulator is publishing a framework for analyzing whether a digital asset is offered and sold as an investment contract, and, therefore, is a security. Holders of the digital asset are immediately able to use it for its intended functionality on the network, particularly where there are built-in incentives to encourage such use. The new FinHub framework delivers on that announcement, providing a useful analytical tool for assessing whether the federal securities laws apply to the offer or sale of a particular digital asset. The reduction of these information asymmetries through required disclosures protects investors and is one of the primary purposes of the federal securities laws. See discussion of “Other Relevant Considerations.”. The digital asset is marketed in terms that indicate it is an investment or that the solicited holders are investors. The Commission, on the other hand, does not require vertical or horizontal commonality per se, nor does it view a “common enterprise” as a distinct element of the term “investment contract.”  In re Barkate, 57 S.E.C. Further, the lack of monetary consideration for digital assets, such as those distributed via a so-called “air drop,” does not mean that the investment of money prong is not satisfied; therefore, an airdrop may constitute a sale or distribution of securities. [6] Whether a contract, scheme, or transaction is an investment contract is a matter of federal, not state, law and does not turn on whether there is a formal contract between parties. publishing a framework for analyzing whether a digital asset is offered and sold as an investment contract, and, therefore, is a security. The framework is not intended to be an exhaustive overview of … The U.S. Supreme Court’s Howey case and subsequent case law have found that an “investment contract” exists when there is the investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others. . [5]  The so-called “Howey test” applies to any contract, scheme, or transaction, regardless of whether it has any of the characteristics of typical securities. Restrictions on the transferability of the digital asset are consistent with the asset’s use and not facilitating a speculative market. On April 3, 2019, the Strategic Hub for Innovation and Financial Technology – known as “FinHub” – of the Securities and Exchange Commission (“SEC”) published a “Framework for Investment Contract Analysis of Digital Assets” (“Guideline”) to provide additional guidance to market participants in determining whether a “digital asset… Therefore, issuers and other persons and entities engaged in the marketing, offer, sale, resale, or distribution of any digital asset will need to analyze the relevant transactions to determine if the federal securities laws apply. Usually, the main issue in analyzing a digital asset under the Howey test is whether a purchaser has a reasonable expectation of profits (or other financial returns) derived from the efforts of others. Use of the Blogs does not create any attorney-client relationship between you and any individual KMK attorney or the firm. The digital asset is marketed, directly or indirectly, using any of the following: The expertise of an AP or its ability to build or grow the value of the network or digital asset. Upon receipt of the digital asset, consumers immediately are able to purchase products on the network using the digital asset. [7] Issuers of digital assets, like all issuers, must provide full and fair disclosure of material information consistent with the requirements of the federal securities laws. denied, 414 U.S. 821, 94 S. Ct. 117, 38 L. Ed. The digital asset is offered broadly to potential purchasers as compared to being targeted to expected users of the goods or services or those who have a need for the functionality of the network. If you are considering[1] an Initial Coin Offering, sometimes referred to as an “ICO,” or otherwise engaging in the offer, sale, or distribution of a digital asset,[2] you need to consider whether the U.S. federal securities laws apply. The inquiry into whether a purchaser is relying on the efforts of others focuses on two key issues: Although no one of the following characteristics is necessarily determinative, the stronger their presence, the more likely it is that a purchaser of a digital asset is relying on the “efforts of others”: In evaluating whether a digital asset previously sold as a security should be reevaluated at the time of later offers or sales, there would be additional considerations as they relate to the “efforts of others,” including but not limited to: An evaluation of the digital asset should also consider whether there is a reasonable expectation of profits. A threshold issue is whether the digital asset is a “security” under those laws. An evaluation of the digital asset should also consider whether there is a reasonable expectation of profits. See, e.g., Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: The DAO (Exchange Act Rel. The Supreme Court has further explained that that the term security “embodies a flexible rather than a static principle” in order to meet the “variable schemes devised by those who seek the use of the money of others on the promise of profits.”  Id. 1974) (citation and quotation marks omitted). It is not an exhaustive treatment of the legal and regulatory issues relevant to conducting an analysis of whether a product is a security, including an investment contract analysis with respect to digital assets generally. In this guidance, we provide a framework for analyzing whether a digital asset is an investment contract and whether offers and sales of a digital asset … The potential profitability of the operations of the network, or the potential appreciation in the value of the digital asset, is emphasized in marketing or other promotional materials. Whether holders are then able to use the digital asset for its intended functionality, such as to acquire goods and services on or through the network or platform. Where the network or the digital asset is still in development and the network or digital asset is not fully functional at the time of the offer or sale, purchasers would reasonably expect an AP to further develop the functionality of the network or digital asset (directly or indirectly). The Framework only briefly addresses the “investment of money” element, indicating that offering and sale of digital assets are typically satisfied because the asset is exchanged for value … Does the purchaser reasonably expect to rely on the efforts of an AP? the securities laws do not apply.”). See also United Housing Found., Inc. v. Forman, 421 U.S. 837 (1975) (“Forman“); Tcherepnin v. Knight, 389 U.S. 332 (1967) (“Tcherepnin“); SEC v. C. M. Joiner Leasing Corp., 320 U.S. 344 (1943) (“Joiner“). The promise (implied or explicit) to build a business or operation as opposed to delivering currently available goods or services for use on an existing network. Further, this framework does not replace or supersede existing case law, legal requirements, or statements or guidance from the Commission or Staff. There are essential tasks or responsibilities performed and expected to be performed by an AP, rather than an unaffiliated, dispersed community of network users (commonly known as a “decentralized” network). [but] is motivated by a desire to use or consume the item purchased  . What is material depends upon the nature and structure of the issuer’s particular network and circumstances. The discussion above identifies some of the factors market participants should consider in assessing whether a digital asset is offered or sold as an investment contract and, therefore, is a security. Whether the network on which the digital asset is to function operates in such a manner that purchasers would no longer reasonably expect an AP to carry out essential managerial or entrepreneurial efforts. Community Development Financial Institutions Fund, Stimulus Package Reverses IRS’s Position on Deductibility of PPP Expenses and Other Loan Forgiveness Issues, Nasdaq Proposes New Listing Rules to Advance Board Diversity: Comply or Explain, More Disclosure Modernization: SEC Adopts Significant Amendments to Financial Disclosure Rules, SEC Eases Limits and Rules on Private Offerings, SEC Proposes Conditional Exemption for "Finders" Involved in Capital Raising, Ohio Adopts Protections for Ohio Businesses from Coronavirus - Related Lawsuits, SEC Scales Back Financial Disclosures for Business Combinations, State of Ohio Issues Urgent Health Advisory and Partial Rescission of “Stay at Home” Order, SEC Adopts Temporary Rules to Expedite Regulation Crowdfunding Offerings Amid COVID-19 Pandemic, Treasury Releases PPP Loan Forgiveness Application. Rather, under the Howey test, “form [is] disregarded for substance and the emphasis [is] on economic reality.”  Howey, 328 U.S. at 298. The digital asset gives the holder rights to share in the enterprise’s income or profits or to realize gain from capital appreciation of the digital asset. Second, the SEC examines whether there is a reasonable expectation of profits by looking at several factors, including whether the purchaser has a right to the enterprise’s income or profits and whether there is an ability to trade the asset through a market or platform. Howey Co., 328 U.S. 293 (1946) (“Howey“). When It Comes to Analyzing Utility Tokens, the SEC Staff’s “Framework for ‘Investment Contract’ Analysis of Digital Assets” May Be the Emperor Without Clothes (Or, Sometimes an Orange Is Just an Orange) … Managerial and entrepreneurial efforts typically are characterized as involving expertise and decision-making that impacts the success of the business or enterprise through the application of skill and judgment. The AP distributes the digital asset as compensation to management or the AP’s compensation is tied to the price of the digital asset in the secondary market. The second piece of guidance came in the form of a “Framework for ‘Investment Contract’ Analysis of Digital Assets” that is intended to serve as “an analytical tool to help market participants … The digital asset is transferable or traded on or through a secondary market or platform, or is expected to be in the future. [10]  In evaluating digital assets, we have found that a “common enterprise” typically exists.[11]. SEC FinHub Publishes Framework for Investment Contract Analysis of Digital Assets 04.08.19 On April 3, 2019, the Strategic Hub for Innovation and Financial Technology (“FinHub”) released a framework for … The digital asset is marketed in a manner that emphasizes the functionality of the digital asset, and not the potential for the increase in market value of the digital asset. The information contained within another site that is linked to or from the Blog are beyond the control of the individual blogger or KMK and do not convey approval, support, or any relationship to any site or organization. [2] The term “digital asset,” as used in this framework, refers to an asset that is issued and transferred using distributed ledger or blockchain technology, including, but not limited to, so-called “virtual currencies,” “coins,” and “tokens.”. This requirement for disclosure furthers the federal securities laws’ goal of providing investors with the information necessary to make informed investment decisions. [14] SEC v. Glenn W. Turner Enter., Inc., 474 F.2d 476, 482 (9th Cir. No AP has access to material, non-public information or could otherwise be deemed to hold material inside information about the digital asset. A partner in the firm’s Business Representation & Transaction ... As a partner in the firm’s Business Representation & Transactions Group, Allie Westfall’s insight and proven analytical skills help translate the complexities of the often-challenging securities laws. Howey Co., 328 U.S. 293 (1946), to determine whether a digital asset … This means that it is possible to pay for goods or services with the digital asset without first having to convert it to another digital asset or real currency. [18]  Price appreciation resulting solely from external market forces (such as general inflationary trends or the economy) impacting the supply and demand for an underlying asset generally is not considered “profit” under the Howey test. Jim Kennedy practices in the Business Representation & Transactions Group. Application of Howey to Digital Assets. When It Comes to Analyzing Utility Tokens, the SEC Staff’s “Framework for ‘Investment Contract’ Analysis of Digital Assets” May Be the Emperor Without Clothes (Or, Sometimes an Orange Is Just an Orange) … [5] SEC v. W.J. The AP continues to expend funds from proceeds or operations to enhance the functionality or value of the network or digital asset. In these instances, purchasers would reasonably expect the AP to undertake efforts to promote its own interests and enhance the value of the network or digital asset. Statement on “Framework for ‘Investment Contract’ Analysis of Digital Assets” Framework for “Investment Contract” Analysis of Digital Assets Turnkey Jet No-Action Letter SEC staff advises on … In this guidance, we provide a framework for analyzing whether a digital asset is an investment contract and whether offers and sales of a digital asset are securities transactions. Prospects for appreciation in the value of the digital asset are limited. SEC Offers Framework for “Investment Contract” Analysis of Digital Assets By Securities and Exchange Commission April 8, 2019 by renholding If you are considering [1] an Initial Coin Offering, sometimes referred to as an “ICO,” or otherwise engaging in the offer, sale, or distribution of a digital asset, … Issuers of digital assets should be guided by the regulatory framework and concepts of materiality. No. [19] Situations where the digital asset is exchangeable or redeemable solely for goods or services within the network or on a platform, and may not otherwise be transferred or sold, may more likely be a payment for a good or service in which the purchaser is motivated to use or consume the digital asset. Price appreciation resulting solely from external market forces (such as general inflationary trends or the economy) impacting the supply and demand for an underlying asset generally i… An intent to consume the digital asset may also be more evident if the good or service underlying the digital asset can only be acquired, or more efficiently acquired, through the use of the digital asset on the network. Howey found that an “investment contract” exists where there is an investment of money in a common enterprise with a reasonable expectation that profits will be derived from others’ efforts. Framework for “Investment Contract” Analysis of Digital Assets. Printer-Friendly Version. All rights reserved. See Turner, 474 U.S. at 482; see also The DAO Report (although DAO token holders had certain voting rights, they nonetheless reasonably relied on the managerial efforts of others). In a so-called “airdrop,” a digital asset is distributed to holders of another digital asset, typically to promote its circulation. Also, no one factor is necessarily dispositive as to whether or not an investment contract exists. [3]  The term “security” includes an “investment contract,” as well as other instruments such as stocks, bonds, and transferable shares. Any economic benefit that may be derived from appreciation in the value of the digital asset is incidental to obtaining the right to use it for its intended functionality. 488, 496 n.13 (Apr. These factors are not intended to be exhaustive in evaluating whether a digital asset is an investment contract or any other type of security, and no single factor is determinative; rather, we are providing them to assist those engaging in the offer, sale, or distribution of a digital asset, and their counsel, as they consider these issues. Whether the efforts of an AP are no longer affecting the enterprise’s success. In this guidance, we provide a framework for analyzing whether a digital asset has the characteristics of one particular type of security – an “investment contract.”[4]  Both the Commission and the federal courts frequently use the “investment contract” analysis to determine whether unique or novel instruments or arrangements, such as digital assets, are securities subject to the federal securities laws. What is the document? The following characteristics are especially relevant in an analysis of whether the third prong of the Howey test is satisfied. [12] Howey, 328 U.S. at 298. [10] In order to satisfy the “common enterprise” aspect of the Howey test, federal courts require that there be either “horizontal commonality” or “vertical commonality.”  See Revak v. SEC Realty Corp., 18 F.3d. The trading volume for the digital asset corresponds to the level of demand for the good or service for which it may be exchanged or redeemed. As the Commission explained in The DAO Report, “[i]n determining whether an investment contract exists, the investment of ‘money’ need not take the form of cash” and “in spite of Howey‘s reference to an ‘investment of money,’ it is well established that cash is not the only form of contribution or investment that will create an investment contract.” The DAO Report at 11 (citation omitted). If it is characterized as a virtual currency, the digital asset actually operates as a store of value that can be saved, retrieved, and exchanged for something of value at a later time. The digital assets’ creation and structure is designed and implemented to meet the needs of its users, rather than to feed speculation as to its value or development of its network. at 299. The Blogs on this website are for educational and informational purposes only. The digital assets are not transferable; rather, consumers can only use them to purchase products from the retailer or sell them back to the retailer at a discount to the original purchase price. If the AP facilitates the creation of a secondary market, transfers of the digital asset may only be made by and among users of the platform. A digital asset should be analyzed to determine whether it has the characteristics of any product that meets the definition of “security” under the federal securities laws. We expect that analysis concerning digital assets as securities may evolve over time as the digital asset market matures. © Copyright 2021, The Trustees of Columbia University in the City of New York. [20]  In doing so, the courts also have considered whether the instrument is offered and sold for use or consumption by purchasers.[21]. The issuer ’ s particular network and use ( or enhancement ),,... 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