Ever wondered if your favorite celebrity or social media influencer was secretly getting paid for promoting an ICO? You may now no longer have to worry about whether their article or tweet was biased financially.
On Nov. 1, 2017, the SEC came out and released a statement mandating that all celebrities and/or social media influencers who endorse an ICO “must disclose the nature, scope, and amount of compensation received in exchange for the promotion.”
The reason for this is because many ICO’s may fall into the category of securities. In light of this, all who offer and sell securities in the United States must be compliant with federal securities laws. This includes anti-touting provisions.
To be clear, this doesn’t mean the end of celebrity endorsements for ICO’s. It simply means that you will be informed of exactly how much they’re getting paid to endorse it. This is a welcomed breath of fresh air and perhaps one example of how government regulation may be a positive influence in cryptocurrency.
It is also interesting to note the SEC’s tentative language throughout their statement:
- “These endorsements may be unlawful.”
- “The Commission warned that virtual tokens or coins sold in ICOs may be securities.”
- “Persons making these endorsements may also be liable for potential violations of the anti-fraud provisions”
In essence, the SEC is using the ever so infamous line, “It depends.” Though some investors may find this lack of clarity frustrating, their reluctance to label all ICO’s as securities should be viewed positively as this shows an openness to potential future applications of tokenized blockchain technology.
But how can cryptoinfluencers determine whether or not an ICO falls within the definition of a security?
It’s best to use the most conservative definition and refer to how the SEC defined it in the Securities Act of 1933.
“The term ‘‘security’’ means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate,preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a ‘‘security’’, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.”
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