ERPN: Securities Law & Public Offerings (Sub-Topic)最新文献

Initial Coin Offerings: When Are Tokens Securities in the EU and US? 首次代币发行:何时在欧盟和美国成为证券?

ERPN: Securities Law & Public Offerings (Sub-Topic) Pub Date : 2019-02-13 DOI: 10.2139/ssrn.3337514

T. Maas

{"title":"Initial Coin Offerings: When Are Tokens Securities in the EU and US?","authors":"T. Maas","doi":"10.2139/ssrn.3337514","DOIUrl":"https://doi.org/10.2139/ssrn.3337514","url":null,"abstract":"This article presents a comparative analysis of the application of US and EU securities laws to initial coin offerings (ICOs), or token sales. An extensive token taxonomy framework is proposed to categorize digital assets in order to advance a more precise discussion on the legal classification and regulation of tokens. For the US, a full analysis of the application of the Howey test to different types of tokens gives insight into classification of tokens as a security (“investment contract”) under Section 2(a)(1) of the US Securities Act of 1933 and 3(a)(10) of the Securities Exchange Act of 1934. The analysis shows that most, if not all, so-called utility tokens can be classified as a security in the US. A possible ‘sufficiency-of-decentralization-test’ is also explored, while taking prior case law and the multiple dimensions of decentralization of blockchain projects into account. \u0000 \u0000For EU financial law, the analysis in this paper focuses on the classification of tokens as ‘transferable securities’ under Art. 4(1)(44) of MIFiD II. The analysis shows that, in contrast to the US, pure utility tokens might not be deemed transferable securities under the EU securities regime. Across EU Member States however, large differences exist in terms of the legal classification of most tokens, which result from the freedom provided to EU Member States in transposing the MIFiD II definition of transferable securities into national law. The analysis in this paper provides insight into the two main approaches adhered to by EU Member States in the implementation of this definition, as well as their consequences for the legal classification of tokens. Conclusions are subsequently drawn on possible offering strategies adopted by issuers for future token sales and regulatory developments in the US and EU.","PeriodicalId":157459,"journal":{"name":"ERPN: Securities Law & Public Offerings (Sub-Topic)","volume":"30 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-02-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130808674","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 15

The Colorado Division of Securities Issues New Rules - The Crowdfunding Small Offering Exemption and Other Changes 科罗拉多州证券部门发布新规则-众筹小额发行豁免和其他变化

ERPN: Securities Law & Public Offerings (Sub-Topic) Pub Date : 2018-09-04 DOI: 10.2139/ssrn.3244120

Herrick K. Lidstone

{"title":"The Colorado Division of Securities Issues New Rules - The Crowdfunding Small Offering Exemption and Other Changes","authors":"Herrick K. Lidstone","doi":"10.2139/ssrn.3244120","DOIUrl":"https://doi.org/10.2139/ssrn.3244120","url":null,"abstract":"The Commissioner has adopted rules interpreting the Colorado Securities Act which are found at 3 CCR 704-1, available through the Colorado Secretary of State’s website. This article discusses new rules adopted by the Commissioner which became effective July 31, 2018. In a rule-making process that commenced in October 2017 with a “crowdfunding forum” hosted by the Commissioner, the Colorado Division of Securities (the “Division”) has issued significant amendments to its rules including a “Small Offering Exemption” of up to $500,000 under the Colorado Crowdfunding Act. The Division published its proposed rules on March 2, 2018, held a hearing on the proposed rules on May 1, 2018, after receiving written comments from five people, made certain amendments to the proposed rules, and published the final rules after completing the administrative approval process on July 12, 2018. The following sets forth a review of the significant amendments to the Division’s rules, and some questions left unanswered or unaddressed, starting with the significant and potentially beneficial changes to the rules under the Colorado Crowdfunding Act (the “CCFA”).","PeriodicalId":157459,"journal":{"name":"ERPN: Securities Law & Public Offerings (Sub-Topic)","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-09-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115284103","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Securities Crowdfunding: More than Family, Friends, and Fools? 证券众筹:不仅仅是家人、朋友和傻瓜?

ERPN: Securities Law & Public Offerings (Sub-Topic) Pub Date : 2017-01-19 DOI: 10.2139/ssrn.2902217

Eliot Abrams

引用次数: 26

Economists' Hubris – The Case of Business Ethics in Financial Services 经济学家的傲慢——以金融服务业的商业道德为例

ERPN: Securities Law & Public Offerings (Sub-Topic) Pub Date : 2016-02-09 DOI: 10.2139/ssrn.2729745

Shahin Shojai

{"title":"Economists' Hubris – The Case of Business Ethics in Financial Services","authors":"Shahin Shojai","doi":"10.2139/ssrn.2729745","DOIUrl":"https://doi.org/10.2139/ssrn.2729745","url":null,"abstract":"This is the sixth article in the Economists’ hubris paper series, which aims to critically examine the practical applications of academic thinking. The focus of this article is business ethics, with a specific focus on the financial services industry. The main challenges that one faces in determining whether businesses do in fact act unethically, intentionally or otherwise, are that there are no universally agreed parameters for describing ethical behavior; that ethicality seems to be in the eye of the beholder; and that since we are relying solely on external data, and do not have access to the thinking processes that lead to different business decisions, we are unable to state categorically that the management knew ex-post that a given decision would result in an unethical outcome. Given these difficulties, this article suggests that firstly, while most businesses don’t necessarily set out to act unethically, when ethics and profitability collide the latter seems to win most of the time and secondly, that should companies decide to, or inadvertently, act unethically they have learned from the actions of western governments how to manage the ramifications. The increasing influence that businesses now have over those that monitor them, including governments and the media, could potentially lead to corporations becoming less concerned about the ethical ramifications of their actions and consequently result in the concept of business ethics becoming even less viable from a practical perspective.","PeriodicalId":157459,"journal":{"name":"ERPN: Securities Law & Public Offerings (Sub-Topic)","volume":"45 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-02-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116317717","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

The Crowdfund Act's Strange Bedfellows: Democracy and Start-Up Company Investing 众筹法案的奇怪伙伴:民主和初创公司投资

ERPN: Securities Law & Public Offerings (Sub-Topic) Pub Date : 2014-01-03 DOI: 10.17161/1808.20252

Jack Wroldsen

引用次数: 4

Regulating Private Placements in China: A Principled Approach 中国私募监管:原则性途径

ERPN: Securities Law & Public Offerings (Sub-Topic) Pub Date : 2013-08-01 DOI: 10.2139/SSRN.2228356

Christopher John Gulinello

{"title":"Regulating Private Placements in China: A Principled Approach","authors":"Christopher John Gulinello","doi":"10.2139/SSRN.2228356","DOIUrl":"https://doi.org/10.2139/SSRN.2228356","url":null,"abstract":"As China’s economy continues to grow and mature, the market for private placements will also grow. Economic prosperity will result in a greater number of investors seeking investment opportunities. Prosperity will also result in the greater demand for goods and services, fueling the creation of more businesses that require capital. As China confronts this market reality, it must decide its legal response to the private-placement market. China is still in the early stages of deciding what sort of legal regime should govern its private-placement market. As it stands now, private placements in China are effectively governed by one provision in the Securities Law of the People’s Republic of China. This article explores what approach China should take in regulating its private placements. In the end, this article can provide no ultimate truths as to whether China should approach securities regulations with a heavy hand or a light one. The author recommends erring on the side of less regulation, rather than more. Whether that path is the correct one for China requires more reflection and consideration by Chinese policy-makers. For any approach Chinese policy-makers adopt to regulate private placements, they should adhere to certain principles: First, private-placement laws and interpretations must be based on a careful understanding and balancing of the costs and benefits of the proposed regulation. Second, private-placement laws must be drafted clearly and made easily accessible to the public to reduce compliance costs. Third, interpretations of laws must be intellectually legitimate – they must logically follow from the language and purpose of the law.","PeriodicalId":157459,"journal":{"name":"ERPN: Securities Law & Public Offerings (Sub-Topic)","volume":"50 7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126352679","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Discussion of 'Unintended Consequences of Granting Small Firms Exemptions from Securities Regulation: Evidence from the Sarbanes-Oxley Act' 讨论“给予小企业证券监管豁免的意外后果:来自萨班斯-奥克斯利法案的证据”

ERPN: Securities Law & Public Offerings (Sub-Topic) Pub Date : 2009-04-29 DOI: 10.1111/j.1475-679X.2009.00320.x

Rachel M. Hayes

引用次数: 12

The Foundations of Securities Law 证券法基础

ERPN: Securities Law & Public Offerings (Sub-Topic) Pub Date : 2008-09-10 DOI: 10.2139/SSRN.1089747

M. Siems

{"title":"The Foundations of Securities Law","authors":"M. Siems","doi":"10.2139/SSRN.1089747","DOIUrl":"https://doi.org/10.2139/SSRN.1089747","url":null,"abstract":"How does the law address topics such as the sale and trade of securities and the regulation of stock exchanges and investment firms? Given the growing importance of capital markets, securities law is highly relevant, but unfortunately also quite complicated. This complexity is also reflected in its literature; reading about securities law, one may relate to Brian Cheffins' chess analogy: Since everyone is expected to be familiar with the first fifty moves, authors often just write about the end game. Therefore, there is a need to explain the first fifty moves, i.e. the very foundations of securities law. Part I of this paper describes when and how securities markets evolved. Part II discusses the relationship between market and bank financing. Parts III and IV outline which types of securities and stock exchanges exist. Part V addresses how (and to what extent) securities law has been harmonised, in particular in the European Union. Part VI concludes. Most parts of this paper are descriptive. However, it also refutes the frequent claim that only in Common Law countries securities markets are important and investors well protected. The origins of securities markets are partly continental European (namely Italian and Dutch), and there are a number of common trends which concern most countries of the world. Moreover, the foundations of securities law are relatively similar across countries, as will be demonstrated in this paper.","PeriodicalId":157459,"journal":{"name":"ERPN: Securities Law & Public Offerings (Sub-Topic)","volume":"88 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-09-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126451506","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 13