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The Investment Lawyer Covering Legal and Regulatory Issues of Asset Management The Investment Lawyer Covering Legal and Regulatory Issues of Asset Management VOL. 25, NO. 7 • JULY 2018 Blockchain, Tokens, and Mutual Funds—We’re Not There Yet By Molly Moynihan and Dana Syracuse ecent buzz around cryptocurrency, initial coin have described it as a database that operates through offerings (ICOs), and blockchain technology consensus on transactions between participants 25 Rhas sowed confusion among many market without the need for an intermediary. A blockchain 7 participants about the impact of this new technol- can be permissioned (in which case only certain users July ogy on the asset management industry. This article may validate the transactions on the blockchain) 2018 discusses the current regulatory state of play and how or permissionless (in which case anyone may enter this innovative technology is likely to play out in the and validate transactions on the blockchain), and it registered funds space. In particular, it discusses the may have various degrees of autonomy—from sys- current barriers to investment in cryptocurrencies, tems that are still in development to private block- tokens, and ICOs by registered investment compa- chains to systems that once created function entirely nies. It also addresses several of the questions posed based on the instructions embedded in the software, by regulators as they seek to wrestle this rapidly with no centralized authority. Currently, develop- innovating and disruptive technology into confor- ers of blockchain projects will either use existing mity with existing law. At the current time, none blockchain protocols—for example, the Ethereum of these instruments are viable investments for protocols—or develop a custom protocol on which registered investment companies. The underlying their platforms or applications will operate. technology, however, has been used by some fund Tokens are not little round objects but typically families and will likely continue to be adopted across 30 lines of code. They can exist on base protocols, the industry. separate networks, platforms built on protocols, A Quick Primer on Blockchain and applications that have both a mix of on-chain 1 and off-chain elements. For example, the Bitcoin and Tokens network is the host platform for Bitcoin, and the Numerous recent articles have described block- Ethereum network is the host platform for Ether. chain and its underlying technology.2 It is perhaps Although the industry is still trying to classify the best understood as a means of exchanging and track- different types of tokens,3 they may be roughly cat- ing value. A blockchain itself is simply a shared, egorized into native tokens and tokens that enable immutable ledger that records the history of trans- various functions. In this sense, it is important to actions in separate but linked blocks of data. Others understand that because blockchain is intended to Copyright © 2018 by CCH Incorporated. All Rights Reserved. 2 THE INVESTMENT LAWYER be decentralized, it must use a form of game the- and blockchain technology itself—and to under- ory to incentive participants to participate coop- stand their interrelationship. At this stage in the eratively so that the distributed system operates as development of the technology, all the plumbing is intended. Tokens, and their design, play a key role out in the open. If blockchain continues to develop in this, insofar as they may incentivize participants and thrive, however, within a few short years, it to produce (or mine) more tokens, use the platform, is likely that much of this technical infrastructure or otherwise perform tasks of value to the network. will become invisible. Just as one no longer types in A native token operates directly on the block- code to perform tasks on a computer, but instead chain. Bitcoin and Ether are both native tokens, can swipe or speak to effectuate the desired action, although Bitcoin must be mined and Ether has it is likely that the underlying blockchain transac- been pre-mined.4 Functional tokens may enable tions will become invisible to most users employing transactions on a blockchain, permit the holder to the technology. It is possible that in the world of the gain access to services, pay for services, run applica- future, while millions of people will regularly effect tions, or be linked to particular assets. Asset-based transactions using cryptocurrency, Bitcoin will be as tokens, for example, are functional tokens that may antiquated as Pong. be linked to gold or a particular diamond that can Cryptocurrencies, ICOs, be tracked from its mining to an engagement ring— and entitle the holder to the asset. App (short for and Blockchain application) tokens can be issued on the application Cryptocurrencies layer of the Ethereum blockchain through smart contracts. Overall, tokens serve as a kind of fuel that In October 2008, the Bitcoin whitepaper intro- is required for and rewards participants for accessing duced a new currency based on distributed ledger and performing services on the network. technology, also known as the Bitcoin Blockchain. In the current state of play, as discussed below, a Several years after Bitcoin first burst onto the scene, critical issue for regulatory analysis is whether a pro- the US Commodity Futures Trading Commission tocol, platform, or application has reached a stage of (CFTC) concluded that Bitcoin should be treated as development where the token can actually be used a commodity trading in a spot market.5 Currently, for its intended purpose. The intended purpose of Bitcoin and other cryptocurrencies are tradeable a token is essentially static from a functional per- on the peer-to-peer networks or exchanges. As the spective, that is, if a token’s programming calls for price of these cryptocurrencies has exploded, even it to do a certain thing, then that is the thing that relatively unsavvy investors became familiar with it does. What can change is whether the ecosystem the terms “wallets” and “keys.” Cryptocurrencies is sufficiently developed for the token to actually do are fungible tokens that have no other marketed that thing. Once the token can actually be used for functionality than use as a medium of exchange or its intended purpose, it is said to have utility. As dis- stored value. There continues to be uncertainty as cussed below, this concept of utility is key to current to whether tokens functioning as currencies should discussions on the regulatory status of the token. all benefit from the CFTC’s original determination Within this general ecosystem there are multiple with respect to Bitcoin.6 variations, and given that this is a rapidly evolving technology it is likely that there are many varia- ICOs tions still to come. For purposes of this discussion, In 2012, a young technologist, enamored with it is important to distinguish among three different Bitcoin, but not interested in giving up control to concepts—cryptocurrency, tokens and related ICOs, venture capitalists, had the ingenious idea that a VOL. 25, NO. 7 • July 2018 3 software developer, interested in developing a new laws. All securities offered and sold in the protocol on the Bitcoin Blockchain, could simply United States must be registered with the ask people to send Bitcoins to a wallet in exchange Commission or must qualify for an exemp- for an interest in the protocol. His idea lead to the tion from the registration requirements . first ICO in 2013, Mastercoin, but it took a while for the concept to really get going. By 2017, how- This Report reiterates these fundamental ever, ICOs had raised $5.6 billion in capital in a principles of the U.S. federal securities laws runaway speculative rush that knocked regulators and describes their applicability to a new on their heels and left securities lawyers trying to paradigm—virtual organizations or capital explain the significance of a 1946 case on orange raising entities that use distributed ledger or groves to twenty-something software developers in a blockchain technology to facilitate capital big rush to launch their own ICOs. raising and/or investment and the related Most of these software developers were initially offer and sale of securities. The automation unaware that an innovation as interesting as block- of certain functions through this technol- chain fell squarely in the middle of one of the most ogy, “smart contracts,” or computer code, regulated sectors of the US and global economies. does not remove conduct from the purview They modelled their early sales on the crowdfunding of the U.S. federal securities laws. [Citations used by funding sites such as Kickstarter. Omitted.] Relatively quickly, however, it was apparent to all concerned that most of the tokens being sold The DAO report thus established that tokens in ICOs met the definition of an “investment con- and ICOs fell squarely within the ambit of the fed- tract” and hence were a security within the mean- eral securities laws. It did not, however, stem the ing of Section 2(a)(1) of the Securities Act of 1933, tide of ICOs. While a certain percentage of the as amended (the Securities Act).7 In SEC v. W. J. ICO markets likely involves fraudulent enterprises,10 Howey Co.8 and its progeny, the US Securities and the fundraising model has continued to be used. Exchange Commission (the SEC) and the courts Similarly, blockchain developers have used other have laid out the characteristics of an “investment methods, such as airdrops,11 to place tokens in the contract.” After some initial delay, the SEC released hands of potential users as a way to jumpstart a com- the so-called DAO Report9 in July 2017, which laid munity. While ICOs face many regulatory hurdles, to rest any idea that tokens were something different as discussed below, they can increase transparency in or new that fell outside the federal securities laws.
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