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Drew Hinkes @propelforward
, 5 tweets, 2 min read Read on Twitter
SEC expressly notes that tokens distributed via airdrop/bounty can still be securities because "...a “gift” of a security is a 'sale' within the meaning of the
Securities Act when the donor receives some real benefit." Expect debate over what constitutes a "real benefit."
The case cited by Tomahawk, SEC v. Sierra Brokerage Svc., includes this tidy explanation: "...where a “gift” disperses corporate ownership and thereby helps to create a public trading market it is treated as a sale..."
Sierra described conduct where the principal of the issuer gave away shares to create the apperance of a public co. & to bolster the marketability of that co. In that case, the gift of shares was held the sale of a security b/c it benefitted the issuer & the principal.
Sierra cites to Capital General: an issuer gifted shares but retained a controlling # so the principal could sell control of the shell companies for significant value. "...after the stocks were gifted, [their value] increased due to the creation of a public trading market ...”
h/t and twitter High Five to @cablecarcapital for the spot and recognition of the implications.
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