SEC token safe harbor for fish culture

Typto 2021-04-23 20:22:49 阅读数:326

sec token safe harbor fish

Coinbase The great significance of going public

Blockchain exchange Unicorn Coinbase Official landing on NASDAQ , It has caused great repercussions in the field of traditional finance and blockchain . At the initial stage of listing, the total market value exceeds 650 Billion dollars , Need to know Coinbase stay 2012 Founded in ,2015 He began to enter into the exchange business . And in just a few years after he obtained the first formal license of digital currency exchange in the United States , Get strategic investment from leading financial institutions such as the New York Stock Exchange , Growing very fast .

Coinbase The significance of going public is enormous , Because of the listing of exchange companies , It has to face the complexity of its financial licensing system , The legal framework is strict and cumbersome , It's much more complex than the general blockchain organization .Coinbase Step by step like this , Undoubtedly, it gives many blockchain projects imagination space . In this long and hard process , Of course, there's a founding team , Investment institution , Support from regulators and so on , We will take this as a case study in the future . But now what we want to discuss is in the escort , The decisive role played by government departments .

Coinbase The listing is undoubtedly through the U.S. Securities and Exchange Commission SEC(U.S. Securitiesand Exchange Commission) Level by level approval , Within its framework, all the licenses have been obtained . The securities and Exchange Commission is an independent quasi judicial body directly under the United States , To be responsible for securities supervision and administration in the United States , It's American finance 、 The highest institution in the securities industry . Securities and Exchange Commission (SEC) Have quasi legislative power 、 Quasi judicial power 、 Independent law enforcement , Equivalent to the highest branch of a financial judiciary independent of the U.S. Congress . China's Securities Regulatory Commission is a ministry level institution directly under the State Council , According to the law 、 Regulations and State Council authorization , Responsible for unified supervision and management , Maintain order , Guarantee operation and other work .

Token safe harbor proposal 2.0 The necessity of

SEC Member Hester · Pierce (Hester Peirce), As early as 2020 In, he proposed that the legal cryptocurrency project could enter the traditional financial market for public financing without violating the U.S. Securities Law . This is with the securities and Exchange Commission (SEC) Officials in office , Officially propose to provide... For the token project “ Token safe harbor (Token Safe Harbor)”.2021 year 4 month , She will propose that the bill be further deepened and that “Token Safe Harbor Proposal 2.0 ”. This proposal can be described as a listing of future blockchain projects in the United States , Without disturbing regulators and the existing legal framework , Opened up a way . In this issue, we will analyze the necessity of the proposal from several dimensions :

One 、 Digital asset characterization

Digital assets , Like tokens (Token) At the time of issue or sale , Whether it can be defined as a security needs dynamic analysis . That is to say, tokens (Token) With the circulation in the field of blockchain , The appearance of its value determines whether it can be determined by securities . This is why we often wonder why blockchain projects attach so much importance to : Mobility (Market liquidity).**

Take a few examples ,A Tokens issued in the initial stage of the project Token A, Maybe it can be issued and sold as securities , Because it includes contract transactions . The contract transaction in the private placement stage includes the circulation , Issue price, etc . Although it has not entered the stage of public offering , But it's clearly going to Token A Embodied in a form of Securities . but A It is also possible to issue and sell outside the investment contract . for example , If previous investors thought A The project has great potential for speculation , Privately bid up prices , Sell it directly Token A; conversely , Investors think A There will be major changes in the project , Not enough to support the operation of the project and sell collectively . At this stage, it is obvious that digital assets cannot be recognized as securities .

Two 、 Conflicts with the securities regulatory system of the United States

For a mature , Well functioning decentralized network structure , It certainly does not need to rely on a person or an organization for necessary management or enterprise operation . So the tokens it issues and sells must be distributed to potential future users and traded freely . This includes, but is not limited to, project programmers , Market researchers , Operation managers and other participants .

The Federal Securities Act of the United States applies token in the form of securities in primary and secondary transactions , Obviously, there will be strong obstacles . Under the Federal Securities Act of the United States , Assets sold and traded as securities , Trading on non securities networks is restricted as .

Some people here may wonder , The SEC doesn't restrict OTC trading (over-the-counter OTC ) Do you ? Yes **,**NASDAQ It's over the counter trading , But refers to unlisted or listed securities , Not trading on an exchange , And the activity of trading on the OTC market . But the token of blockchain project can not pass through the exchange , Or engage in non securities trading (non-securities). This is obviously not allowed by the U.S. Securities and exchange law .

3、 ... and 、 Grace period mechanism

Hester · Pierce's Token Safe Harbor Proposal 2.0 The proposal aims to provide a three-year grace period for the initial blockchain development team . in the meantime , Projects meeting certain conditions are allowed to be approved for listing , And can continue to focus on advancing the project , Develop its decentralized network , Not subject to federal securities law registration rules .“ Safe harbor ” Designed to protect token buyers , Require information disclosure according to the buyer's needs , And retain the relevant anti fraud provisions of the federal securities law , Yes “ Safe harbor ” The token distribution within the initial development team is monitored .

At the end of the three-year period , The initial development team must determine whether the token transaction involves the issue or sale of Securities . If the project structure and economic model are mature by then , We call it “ Network maturity ” Very high , Token trading may not constitute securities trading . The definition of network maturity aims to make clear when token trading is no longer regarded as securities trading . But about how to determine project maturity , In fact, it is a topic of how to evaluate blockchain projects from the perspective of CSRC . obviously , The SEC needs to target each different blockchain project , After the grace period, specific investigation and analysis can be carried out one by one to draw a conclusion .


In this issue, we mainly introduce Coinbase Part of the listing background and the writing motivation of the article , This paper describes the efforts of government departments and the basic principles and logic of relevant proposals behind this hot event . We're going to talk about Hester in the next issue · Pierce's Token Safe Harbor Proposal 2.0 The proposal is analyzed item by item . These analyses will eventually at least become a guide , We hope that for the start-up and incubating blockchain projects , I want to pave a brick on the way to the listing of traditional financial markets .

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