1/ On the 1st Amendment & SEC
This is not legal advice. I am not a lawyer and I am certainly not your lawyer.
And the 1st Amendment to the Constitution applies to the United States of America and nowhere else.
Having said that, we begin.
This is not legal advice. I am not a lawyer and I am certainly not your lawyer.
And the 1st Amendment to the Constitution applies to the United States of America and nowhere else.
Having said that, we begin.
2/ My personal belief is that the 1st Amendment is one of the greatest moments in decentralization in world history.
The US government prohibited itself from interfering in the speech, religion or gathering of its citizens
The US government prohibited itself from interfering in the speech, religion or gathering of its citizens
3/ The 1st Amendment is part of the Bill of Rights which is 230 years old! (1791)
In an era where looking at a King the wrong way could end up with you hanging from a rope, the US state tied its own hands.
It is, arguably, the greatest of Amendments
What does it say?
In an era where looking at a King the wrong way could end up with you hanging from a rope, the US state tied its own hands.
It is, arguably, the greatest of Amendments
What does it say?
4/ "Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof; or abridging the freedom of speech, or of the press; or the right of the people peaceably to assemble, and to petition the government for a redress of grievances."
5/ What we care about is this part:
"or abridging the freedom of speech"
In the United States of America, you have constitutional-grade protection from the government saying "you can't say that"
"or abridging the freedom of speech"
In the United States of America, you have constitutional-grade protection from the government saying "you can't say that"
6/ This is not just innovative for the standards of 1791. It is innovative even today.
In the USA, you can insult politicians, burn the flag or decry someone's most sacred beliefs as a fraud and the government *cannot stop you from doing so*
In the USA, you can insult politicians, burn the flag or decry someone's most sacred beliefs as a fraud and the government *cannot stop you from doing so*
7/ This is not true in large parts of Europe and certainly not true in most states today in the world.
Many, I believe the majority, of states have laws that prohibit insulting the state/state officials, or religion or whatever other cultural sensitivities exist in that country
Many, I believe the majority, of states have laws that prohibit insulting the state/state officials, or religion or whatever other cultural sensitivities exist in that country
8/ So why do we care?
We care because we care about decentralization and freedom.
In the United States at least, your punks, fidenzas, MAYC, Meebits, XCOPYs and ns have close to absolute constitutional protection
We care because we care about decentralization and freedom.
In the United States at least, your punks, fidenzas, MAYC, Meebits, XCOPYs and ns have close to absolute constitutional protection
9/ OK, great, this is good news, right?
Well yes, but some of you are doing things that might take you out of the realm of art/speech (1st Amendment) and into the realm of the Howey Test (securities).
This, on the whole, is not in your interest.
Well yes, but some of you are doing things that might take you out of the realm of art/speech (1st Amendment) and into the realm of the Howey Test (securities).
This, on the whole, is not in your interest.
10/ The Howey Test determines when something in the USA is an 'investment contract'. Specifically if it is:
a) investment of money in
b) a common enterprise with
c) a reasonable expectation of profits
d) to be derived from the efforts of others
It is an investment contract
a) investment of money in
b) a common enterprise with
c) a reasonable expectation of profits
d) to be derived from the efforts of others
It is an investment contract
11/ So, why do we care that it is an investment contract?
Roughly and simplifying a lot, you are not allowed to offer investment contracts to random US individuals without jumping through a huge set of complex hoops at the Securities and Exchange Commission
Roughly and simplifying a lot, you are not allowed to offer investment contracts to random US individuals without jumping through a huge set of complex hoops at the Securities and Exchange Commission
12/ The general model of the hoops is either:
a) you go through a few hoops but then can only offer your investment contract to accredited investors (rich, π³not all your internet frens) or
b) many hoops that basically make you a public company to allow you to offer to anyone
a) you go through a few hoops but then can only offer your investment contract to accredited investors (rich, π³not all your internet frens) or
b) many hoops that basically make you a public company to allow you to offer to anyone
13/ Example 1 (again I am not your lawyer).
6529 drops new NFT collection. White emojis on a black template.
Later, airdrops every hodler a free hoodie emoji to celebrate national hoodie day
Probably ok, reasonable, 1st Amendment type stuff.
6529 drops new NFT collection. White emojis on a black template.
Later, airdrops every hodler a free hoodie emoji to celebrate national hoodie day
Probably ok, reasonable, 1st Amendment type stuff.
14/ Example 2
"6529 emoji drop! big π³are aping in! floor pumping! get in now before the DAO snapshot. ERC20 governance token coming soon. Team roadmap! DAO treasury to used for projects that drive value to emoji hodlers. We all gonna get giga-rich together. LFG! πππ"
"6529 emoji drop! big π³are aping in! floor pumping! get in now before the DAO snapshot. ERC20 governance token coming soon. Team roadmap! DAO treasury to used for projects that drive value to emoji hodlers. We all gonna get giga-rich together. LFG! πππ"
15/ So umm:
a) investment of money: check
b) common enterprise: maybe?
c) reasonable expectation of profits: maybe?
d) to be derived from the efforts of others: maybe?
Not certainly, but maybe, possibly, someday, someone could choose to make an example of one of these projects.
a) investment of money: check
b) common enterprise: maybe?
c) reasonable expectation of profits: maybe?
d) to be derived from the efforts of others: maybe?
Not certainly, but maybe, possibly, someday, someone could choose to make an example of one of these projects.
16/ I am not your lawyer and I am not sub-tweeting any specific project.
It is possibly that your project is not subject to US jurisdiction.
It is possible that you have checked with your lawyers and took legal advice and are OK
It is possible these are too small to matter
It is possibly that your project is not subject to US jurisdiction.
It is possible that you have checked with your lawyers and took legal advice and are OK
It is possible these are too small to matter
17/ But this is 6529's 4th crypto cycle (BTC, ICOs, DeFi) and this is how it goes usually:
- Something new and pure shows up.
- Interest and number goes up.
- People get excited.
- People start violating securities laws.
- [2 years later] nasty letter from the SEC arrives.
- Something new and pure shows up.
- Interest and number goes up.
- People get excited.
- People start violating securities laws.
- [2 years later] nasty letter from the SEC arrives.
18/ I see us heading to the "possibly violating securities law" phase of this cycle and I would like to ask you all to π¨Please Stop It π¨ unless you 100% know what you are doing
Unlike ICOs which were very hard to do in a compliant manner, NFTs and art are default protected!
Unlike ICOs which were very hard to do in a compliant manner, NFTs and art are default protected!
19/ It is completely unnecessary to take securities law risk here.
Just ship art!
You are artists & cultural warriors - there is no need to LARP as investment bankers (badly, I may add)
Also: "this is not a security" on your website means approximately nothing to the SEC
Just ship art!
You are artists & cultural warriors - there is no need to LARP as investment bankers (badly, I may add)
Also: "this is not a security" on your website means approximately nothing to the SEC
20/ Again, not legal advice and not directed at any project.
Your DAO may be fine.
Or you may be in a country where your art may not be fine.
You have to study and make your own choices, but wanted to raise the issue so that you make your decisions with your eyes open
Your DAO may be fine.
Or you may be in a country where your art may not be fine.
You have to study and make your own choices, but wanted to raise the issue so that you make your decisions with your eyes open
21/ There is a reason I want us to SEIZE THE MEMES OF PRODUCTION and not SEIZE THE UNREGISTERED SECURITIES OF PRODUCTION.
Only the memes are the most important myths that rule the world. This is what we are fighting for.
LFG ππππ₯·π₯·π₯·
Only the memes are the most important myths that rule the world. This is what we are fighting for.
LFG ππππ₯·π₯·π₯·
22/ Closing this thread here.
If you just came here for the first time from this thread, you can find all 6529 views on NFTs here:
If you just came here for the first time from this thread, you can find all 6529 views on NFTs here:
https://twitter.com/punk6529/status/1429399888786333697
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