zekevermillion

Joined 12 years ago

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Comment · 7 years ago
Hey Greg. Securities law is an area where a lot of lawyers have limited focus. A typical startup lawyer (such as myself, before retiring) may be knowledgeable about common exemptions for private offerings but less so when it comes to the larger universe of securities. The SEC's position on p2p assets is best put in this write-up by the corporate finance head William Hinman [1]. The SEC is not concerned so much with the details of how a token works, but rather in how it is offered on a case-by-case basis. Keep in mind that in the US, we do not focus on the security but on the offering.

Also a token that is offered in a securities offering may later be traded in a way that is not an offering of securities, for example if the protocol becomes sufficiently decentralized at a later date.

For myself, I would steer well clear of anything that looks at all like a securities offering of p2p assets b/c I like to keep my life as simple as possible. But I realize that is not advice everyone wants to follow.

The SEC is not the biggest threat here -- as you can see with projects such as Tezos, the bigger threat is the private securities bar which will go after any token offering that leaves a deep pocket. Even if the SEC and state regulators aren't concerned with your offering, the private bar will go after anything that plausibly is an illegal securities offering, provided that the pot of money is worthwhile target. This is exactly the kind of hazard that p2p protocols are perfect for avoiding, so why bother making a new p2p protocol that is vulernable to this kind of risk???

I'm a retired lawyer and this is NOT legal advice for anyone. :))

[1] https://www.sec.gov/news/speech/speech-hinman-061418

Comment · 7 years ago
At least even if I'm wrong, it will never harm anyone to learn more about their business!
Comment · 7 years ago
Lawyers do not learn anything about the practice of startup law in law school, with a few exceptions where there are good clinical programs as at Brooklyn Law for example. Are you building a business around your product or just a product? If you're building a business, you need to understand the structure of your business intimately. Or someone does -- maybe not you, but your cofounder. Otherwise how are you going to evaluate the advice you get from your lawyer (and others)?

A good lawyer will have the benefit of breadth -- representing many different clients in different situations. If the lawyer is wise, this will be conducive to good advice. It is only advice. On what basis do you decide to follow the advice?

Comment · 7 years ago
The article supports a common fallacy that clients just have to understand enough to police their service-providers. I would suggest that if you consider yourself to be a startup founder, you should know MORE THAN your lawyer about your particular transaction. If you do NOT know more than your lawyer, you should consume all available info until you do, or else bring in an advisor (such as a professional seed investor who is not a stakeholder in your company) to help you. Your lawyer can give you advice only, but you have to take charge of your own direction and decision-making. Your lawyer can and should also perform the service of organizing all the paperwork, which is surprisingly time-consuming yet not very edifying.
Comment · 8 years ago
Google Talk was better. I used that for business purposes, but once they migrated everyone to hangouts the quality -- latency, sound, etc, dropped a lot, at least as experienced by me.

I have to agree with you it must be internal politics. Otherwise why would they keep inflincting harm on themselves? But maybe they have some data that suggests this is a good idea...

Comment · 8 years ago
That is a cool idea. That way you can save your flowers more easily. We had a nice floral bouquet, but I'll tell you 6 years later that the ones we saved show the effects of age!
Comment · 8 years ago
I don't use FB for aesthetic reasons not moral / ethical. But to extend this question, do we have a duty to stop using NYT b/c they use advertising that violates user privacy? To avoid watching Roman Polanski movies? Or the big question, do we have a duty to stop paying taxes b/c our money goes to pay for bombs 'n' guns?

We live in a world where it is very difficult to limit our personal commerce to avoid indirect support for activities and people we may find repugnant. I am reminded of the Biblical parable of 'Render Unto Caesar'. While I applaud those who stand on principle, I do not condemn those (most of us) who find it necessary to separate personal from political.

Comment · 8 years ago
The alternate argument is that anyone in the US is "subject to the jurisdiction" of the US unless somehow immune, eg, a diplomat. I don't see it as very likely that federal courts today would agree with your argument. Nevertheless, this is the argument I've heard offered in support of the constitutionality of denying citizenship for US-born children of undocumented immigrants. Presumably there is some caselaw to support this? Please feel free to educate me with a citation here.
Comment · 8 years ago
I think you'll be surprised at how independent the SCOTUS is. Life appointment. It is always surprising that despite politics and personal flair (thinking Scalia here) the top judges agree on 99.9% of the law. It is only the hard cases that they take, and there is disagreement there. But removing a right that is verbatim protected in the US Constitution is not a hard case at all. You might be worried about the recent Republican appointees who are originalists. But if you're an originalist, or a textualist, I mean there is no ambiguity in the text of the 14th amendment when it comes to citizenship for those "born in" the US.
Comment · 8 years ago
They never do. I think the attitude of a lot of pols is "we can pass the laws, let the courts decide if they are constitutional". But if you know for a fact that a law is not constitutional, I don't see how you square that with the oath of office.
Comment · 8 years ago
This has zero chance of passing the most trivial legal challenge. Plain reading of 14th Amendment grants citizenship to those born in the US. And for good reason. This is really the heart of equal protection. Do we want a country where the laws apply consistently to all, or a country of castes with different rights?

But like all these cheap, position-taking measures, we really should ask -- what is this distracting us from? What is going on that we should be paying attention to, instead of the daily outrage?

Comment · 8 years ago
People are talking past each other here b/c we can't decide if we're concerned primarily with the ethics of software freedom, or just with confusion of Open Source (TM) labeling.

This discussion says to me that maybe RMS was right to insist on using the term "free software", and to refuse to promote "open source". When we debate the merits of an "open source" (or more confusingly, a "FOSS") license, people end up talking past each other. Are we talking about what is an effective licensing / development strategy, or are we talking about software ethics? People who do not agree with the free software ethos are understandably confused to find themselves criticized on moral grounds for choosing a license that makes source available but does not permit full exercise of user freedom. Hey, I thought we called it open source b/c we didn't want to focus on user freedom as ideology? Right? Maybe that was a mistake.

My personal view is that there is no logical problem in an author talking about open source as the basis for a restrictive, source-available license -- as long as there is no implication that the license is endorsed by a particular standards body. And conversely if you are a proponent of software freedom, maybe you have to recognize that there is some merit in referring to this as "free software" instead of something else, to avoid confusion.

Comment · 8 years ago
Well, google scholar certainly does not have all published opinions, far from it. It is not an adequate research tool, just a starting point. I'm not familiar with casemine, will check it out.

EDIT: casemine appears to be neither free, nor to have all published US decisions as far as I can tell.

Comment · 8 years ago
I'm not aware of a free alternative for all US published caselaw. Could you cite?
Comment · 8 years ago
There is a confluence of political and economic factors at play, I suspect. Yes there are siting logistics, water supply, electric, labor pool, etc. But also: You don't go to Madison or to downtown Milwaukee to find potential Republican voters.

The vast majority of Republican voters in WI live in a ring of suburban counties surrounding Milwaukee. Yes, some rural counties are also red, but the absolute numbers of voters there is tiny. Go to suburban MKE, you hit a sweet spot of attractive economics for FC and possible political impact for state Repubs.

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