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Initial coin offerings: key US legal considerations for ICO investors and sponsors

Anthony R.G. Nolan (K&L Gates LLP, New York, New York, USA)
Edward T. Dartley (K&L Gates LLP, New York, New York, USA)
Mary Burke Baker (K&L Gates LLP, Washington DC, USA)
John ReVeal (K&L Gates LLP, Washington DC, USA)
Judith E. Rinearson (K&L Gates LLP, London, UK and New York, New York, USA)

Journal of Investment Compliance

ISSN: 1528-5812

Article publication date: 8 May 2018

Abstract

Purpose

To describe several key legal and regulatory considerations for initial coin offering (ICO) issuers and investors seeking to navigate some of the regulatory waters in the rapidly developing space of Bitcoin, Ether, and other cryptocurrencies.

Design/methodology/approach

Explains securities law, commodities law, tax and anti-money laundering considerations. Introduces the SAFT (Simple Agreement for Future Tokens) and provides a future outlook.

Findings

The dramatic rise in value of Bitcoin, Ether, and other cryptocurrencies in 2017 generated great interest in initial coin offerings as a new form of financing on the part of both investors and companies seeking to raise funds. At the same time, ICOs raise a myriad of complex legal issues in a rapidly evolving regulatory environment in the United States and around the world. Recent regulatory actions make it more likely that most ICOs will be considered to be securities offerings.

Originality/value

Practical guidance from experienced finance, investment management, consumer financial service, tax, and payment systems lawyers.

Keywords

Citation

Nolan, A.R.G., Dartley, E.T., Baker, M.B., ReVeal, J. and Rinearson, J.E. (2018), "Initial coin offerings: key US legal considerations for ICO investors and sponsors", Journal of Investment Compliance, Vol. 19 No. 1, pp. 1-9. https://doi.org/10.1108/JOIC-02-2018-0016

Publisher

:

Emerald Publishing Limited

Copyright © 2018 K&L Gates LLP.