Thread by @boironattorney

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g. Issue a token with some use case on an already developed network and no actual or implied economic interest and the issuer neither takes any steps nor supports listing the token on an exchange.

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h. Issue a token distributed based only on price and/or quantity needed to use the protocol and not distributing tokens in excess of those needed for that use.

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i. Issue a token used only in a protocol that increases and decreases in value based on the change in prices of goods available in that network.

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j. Issue a token that accrues no inherent economic value and stating that the issuer will have no further involvement with the network and the issuer actually has no further involvement.

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k. Issue a token that accrues fees from a protocol that is developed and stating that the issuer will have no further involvement with the network and the issuer actually has no further involvement.

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l. Issue a token that accrues fees from a protocol that is developed, the issuer making no statement about it and the issuer goes to the Bahamas with no internet connection (see telegram Bahamas test).

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m. Issue a token that accrues fees from a protocol that is developed and the issuer remains involved but only in a nominal way compared to all others using and building around the network (from a technical, marketing and BD perspective).

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n. Issue a token that accrues fees and gives control over all aspects of a protocol to token holders with all token holders able to make their own decisions regarding the protocol and be involved with changes to it at any time.

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o. Issue a token that accrues fees and gives decision-making power re the protocol to token holders through a central party who is in control of making changes only pursuant to the direction of token holders.

35/ I can point to projects that embody actual examples of the facts outlined above and each project knows it is cutting it close to the line because it doesn't know where the line is located. I’m glad they exist and didn’t give up because they were too close to the line.

36/ This lack of clarity on 16 issues is just for Howey as applied to token distributions. Reves is even more unclear. Then, don’t get me started on the lack of clarity when applying these laws to protocols under the Exchange Act, Advisers Act, the Investment Company Act, etc.

37/ Then we can get into the lack of clarity under Reg S and the SEC’s jurisdiction. Overall, securities laws are ripe with situations that require taking actions that are close to a line and all companies should be free to do so.

38/ Maybe I'll write some more threads on these other examples of ambiguity in the law.