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> or one that doesn't strictly regulate sale of securities

There's a reason why some crypto-companies (and not crypto actually) are based in the Cayman Islands (BitMEX), British Virgin Islands (Bitfinex), etc... Crypto Valley [0] in Switzerland is also gaining momentum. BTW, Fred Wilson wrote an interesting piece about this recently [1].

But the issue here is that if you plan to sell "tokens" to US nationals, you now know that you must play by the SEC rules. That or you shouldn't offer them to US individuals. Nothing rare about it, for instance CFDs [2] are financial instruments banned in the US, but traded without problems in the rest of the world. My guess is that ICOs will be like CFDs, offered around the world, but not to US citizens.

[0] https://cryptovalley.swiss/

[1] http://avc.com/2017/07/jurisdictional-competition/

[2] https://en.wikipedia.org/wiki/Contract_for_difference




But can't their securities commission also pass such a resolution?


No, the issue is that it doesn't matter where you are based, if you offer securities to US persons, you have to abide by US securities laws. If you offer securities to Germans, you have to abide by German laws.


I an not sure that is binding on the company. Can you find a source for it in US securities law or SEC memo?




Sure, that refers to foreign issued equity securities listed on foreign exchanges as securities, not tokens claiming not to be securities


So once they realize they are securities this applies?

The main question is, are the exchanges considered foreign if the ICO is of a foreign company? How do you trade stuff if the securities are not transferrable?

Perhaps the ICOs don't pass the Howey test!




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