I’m the director of finance of a US based company that specializes in telepsychiatry, and I just recently found out about Counterparty. It seems like a very cool idea!
That said, in the US there are regulations that require non-public companies to advertise only to accredited investors and other such red tape. It seems to me that crowdfunding via XCP would still make my company subject to these laws. Assuming that’s true, does anyone have some clever ideas to offer up? If I want to raise funds, is my only option to take our company public?
If you want to actually be a legal, publically traded company… no I dont think you can use counterparty or similar systems. Its all really new and experimental stuff and has no legal basis. That being said, I dont see why you couldnt offer shares up anyways, just call it an experiment and have a disclaimer that the shares do not represent any actual legal ownership or come with any legal obligation. Simply because you would be lying otherwise. At least until all this gets really established.
After consultation with several lawyers, I recently drafted a whitepaper that addresses many of the concerns around cryptoequity in the US, including what exactly is possible and what not. I am currently in the process of expanding it to other jurisdictions.
Happy to share with anyone who is interested in contributing in some way.
I’d like to see that whitepaper. I have been looking for some guidance in that area. I would suggest you post a link to it here, I think many of us would like to know your findings.
[quote author=fractastical link=topic=315.msg2268#msg2268 date=1399578799]
After consultation with several lawyers, I recently drafted a whitepaper that addresses many of the concerns around cryptoequity in the US, including what exactly is possible and what not. I am currently in the process of expanding it to other jurisdictions.
Happy to share with anyone who is interested in contributing in some way.
[/quote]
At first glance, it is not dissimilar in concept to mirror trusts where equity in one legal structure has a matching peer in another jurisdiction, the most infamous of which are the chinese variable interest entities which have contractual relationships (in this case enforced via the protocols) amongst the mirror equity. However, from the taxation point of view, only the USD based shares are considered "legit" and the digital property is merely a series of transactions unitised as XCP.
One question to ask counsel is: If your crowdfunding tokens have a dual purpose, say the secondary use was redemption of a unique service or product(s) the company provides, would that move the tokens from strictly being a security to something else?
[quote author=fractastical link=topic=315.msg2268#msg2268 date=1399578799]After consultation with several lawyers, I recently drafted a whitepaper that addresses many of the concerns around cryptoequity in the US, including what exactly is possible and what not. I am currently in the process of expanding it to other jurisdictions.
Happy to share with anyone who is interested in contributing in some way.
[/quote]
This is great, I would also love to see what you have dug up on ur end. It would be very useful for us to collect all the info and publish a whitepaper for the community.
This is what I have found in my research so far,
The the following is the test that a texas court applied to find out what constitutes a ‘security’
[font=georgia][size=1em]The Securities Act of 1933 defines a “security” as “any note, stock, treasury stock, security future, security-based swap, bond…[or] investment contract…” 15 U.S.C. § 77b. An “investment contract” is considered to be a catch-all category for products that do not meet the exact contours of a note, stock, or other specified form of indebtedness. As federal securities laws have remained largely unchanged since their enactment in the 1930s and 1940s, courts have increasingly had to determine whether a product constituted an investment contract. The seminal case on this subject is S.E.C. v. W.J. Howey Co., 328 U.S. 293 (1946). In Howey, the U.S. Supreme Court set forth a three-part test to answer this question, holding that[/size][/font]
[size=1em]An investment contract is any contract, transaction, or scheme involving (1) an investment of money, (2) in a common enterprise, (3) with the expectation that profits will be derived from the efforts of the promoter or a third party.[/size]
this test was applied in a verdict in the [size=1em]civil fraud charges against Trendon Shavers in late July [/size][size=1em]involving a bitcoin investment scheme,[/size]
http://www.forbes.com/sites/jordanmaglich/2013/08/07/court-green-lights-bitcoin-lawsuit-rules-investments-constitute-securities/
another interesting/relevant case is the verdict against Zeek rewards,
http://www.forbes.com/sites/jordanmaglich/2012/08/18/feds-halt-alleged-600-million-zeekrewards-ponzi-scheme-how-it-happened-and-whats-next/