Thread by @brucefenton

Definition of a security in the US based on the 1933 Act:

any note,
stock,
treasury stock,
security future,
security-based swap,
bond,
debenture,
evidence of indebtedness,
certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate,

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preorganization certificate or subscription,
transferable share,
investment contract, (⬅️⬅️⬅️ that’s a big one)
voting-trust certificate,
certificate of deposit for a security,
fractional undivided interest in oil, gas, or other mineral rights,
any put,
call,straddle,
option,

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or privilege on any security,
certificate of deposit,
or group or index of securities (including any interest therein or based on the value thereof),
or any put,
call,
straddle,
option,
or privilege entered into on a national securities exchange relating to foreign currency,

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or,
in general,
any interest or instrument commonly known as a “security,”
or any certificate of interest or participation in,
temporary or interim certificate for,
receipt for,guarantee of,
or warrant or right to subscribe to or purchase,
any of the foregoing.

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This definition is broad and covers a wide range of investments — investment contracts alone cover a variety of types of instrument.

Many good investment structures will fall under this broad definition — trying to avoid the definition restricts the investment significantly

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Stripping out the terms that make something fall under the definition just generally creates a weaker instrument— the far better idea is to plan for compliance with the regs - it can be hard but it’s better than offering a low quality investment

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The idea that you can just ignore the regs because of “decentralization” doesn’t hold up & isn’t workable

Securities are already centralized — the exciting work will be making the movement & trading decentralized - but this will only work in the US if it’s compliant

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