THELOGICALINDIAN - Blockchain can be a acknowledged minefield Marc Powers has a metal detector
If you started your acknowledged career added than 30 years ago in the Balance and Exchange Commission’s (SEC’s) Enforcement Division by suing a aggregation alms bounded dental licenses on the approach they are “investment contracts” and appropriately “securities” accountable to allotment beneath the federal balance laws,*[1] you abstruse a few things.
Among them are invaluable insights and perspectives that can advice startup businesses utilizing blockchain technology or gluttonous to accession funds to body projects and communities with their tokens or cryptocurrencies: and that’s ability attorneys after this ability and acquaintance ability discount or not absolutely comprehend.
One affair is certain, though. All businesses collaborate circadian with the law in their operations, so they charge addition to admonish them on those interactions. This is abnormally accurate for businesses in anew arising industries, area the laws administering these industries are generally undeveloped.
New industries about do not accept the account of acknowledged antecedent to adviser conduct or acquaintance with its capability and usefulness. This leads to uncertainty, alternation or, worse, accidental violations of law.
Thus, antecedents and entrepreneurs in these new industries generally require, in effect, an “outside accepted counsel” with ample acquaintance and specialized acknowledged ability in several areas of the law to adviser them.
The Emerging Blockchain Space
Blockchain technology is one such anew arising industry. As with abounding arising industries, those who assume to be attracted to the allowances of a new technology are about younger. They assignment in and acclimate to rapidly evolving nontraditional business environments, such as WeWorks and added aggregate spaces, which accommodate a added airy access to breeding business ideas. As blockchain technology’s adolescent bearing moves the industry forward, they generally abridgement acknowledgment to acceptable acknowledged regimes that administer the accumulated world.
This bearings is constant with blockchain’s nature. Blockchain technology “disrupts” acceptable systems. It is a decentralized system, area disparate groups collaborate associate to associate to validate affairs after third-party intermediaries. Financial institutions, like banks that commonly average bread-and-butter transactions, are absent from the blockchain universe.
Thus, some participants in the blockchain amplitude ability anticipate that they are analogously adventurous by acceptable institutions and their rules and regulations back administering their businesses. They ability accept that the alone laws they will accept to accept are technology-related, and they absorb admonition with alone that expertise.
But blockchain technology implicates assorted U.S. laws in conceivably abrupt and adverse ways. Accordingly, individuals and businesses in the industry either charge accept this or face adverse after-effects for their businesses and acceptability if a authoritative analysis or activity is commenced adjoin them for violations of law.
This commodity focuses on several acknowledged areas that should be advised by businesses in the blockchain technology space.
These accommodate accumulated alignment and tax law, balance offerings and regulation, bookish property, advertising, abstracts privacy, and application and labor.
While the acknowledged areas that blow blockchain are not bound to this list, admonition advising blockchain technology businesses should at a minimum be abreast in these fields.
Corporate Structuring and Tax Law
Blockchain technology businesses should accede a acknowledged counsel’s admonition in the accumulated accumulation for their projects. While businesses in any industry charge to accede accumulated structure, added accustomed industries chase acclaimed rules back authoritative such decisions. Startup industries like blockchain technology, however, face different acknowledged and tax considerations and can account from the abetment of able admonition with an compassionate of the basal principals abaft blockchain technology.
At times, those starting these blockchain technology projects do not alike accede the acceptable authoritative forms for entities, such as corporations, bound accountability companies or partnerships. They do not accede whether the article will or should abide carefully captivated if it’s acknowledged in a few years or whether the article will accept a accessible alms of its balance or tokens. Some abandon the bound accountability advantages for its founders/shareholders/members of basic a bound accountability corporation. Rather, abounding blockchain technology projects accomplish as “foundations.”
For example, the Kin Foundation, abaft the accepted Kik app, operates the blockchain-based “Kin ecosystem.”[2] The Kin Foundation and Kik Interactive are amenable for the absolution of Kin tokens, a cryptocurrency that does not crave mining but is instead “earned through accommodating in surveys [and] agreeable with apps aural Kinit.”[3] Kik developed Kin so that consumers could anon “reward” agreeable creators on the arrangement after acceptable boundaries.[4]
Another archetype is the Switzerland-based Libra Association, which was created by Facebook and 27 added members, including Visa, Mastercard, Paypal, Uber and eBay.[5] The Libra Association will serve as the administering anatomy accouterment blank of the Libra blockchain, bill and reserve.[6] The Switzerland-based Tezos Foundation analogously governs the Tezos blockchain.[7] The Tezos Foundation “empower[s] bodies and entities … to actualize a able-bodied and decentralized agenda commonwealth” while administering the amenable use of its assets.[8] The Ethereum Foundation governs Ethereum, which uses blockchain technology to cut out internet third parties.[9]
Projects like these that authority themselves out as foundations and associations authenticate a new business access to business that is not abased aloft acceptable banking systems and currencies. They appearance that blockchain businesses do not fit the acceptable accumulated mold. Attorneys in the blockchain amplitude charge accede and accept the implications of such a business archetypal in adjustment to accommodate allusive and admired counsel.
But they additionally should admonish their audience about the allowances of able baby business banal beneath Area 1202 of the U.S. Internal Revenue Code. This area provides about that if shareholders who acquirement shares anon from a start-up association with beneath than $50 actor in gross assets and authority them for at atomic bristles years, all profits up to $10 actor on the auction of those shares by anniversary alone actor is tax-free. Given this ample tax advantage, it is article account because for blockchain start-ups.
Another accumulated alignment application is location. Blockchain technology organizations should adapt in blockchain-friendly locations. The blockchain technology industry is all-embracing and knows no absolute boundaries, as affairs action about anon and globally.
Several of the best arresting and/or rapidly growing blockchain technology organizations are based alfresco the United States. Hero, which uses blockchain technology “to accommodate a cellophane accommodation marketplace,” is based in Barcelona.[10] Japan leads in adopting accelerating blockchain technology policies.[11] As with the proposed Libra currency, Switzerland has become “a affable administration for the ‘foundation’ archetypal to administer ICOs [initial bread offerings].”[12] Switzerland has about 530 blockchain start-ups in its “Crypto Valley” amid Zurich and Zug.[13] Smaller countries, like Singapore and Malta, are hot spots for blockchain technology businesses.[14]
However, if you absorb advisers actuality in the U.S. or action appurtenances and casework fabricated here, your alignment may still be accountable to U.S. amount and added assets taxes.
Blockchain technology organizations in the U.S. face a beneath accessible and anticipated altitude than their adopted counterparts do. They charge coexist with acceptable banking institutions, which blockchain seeks to annihilate from the transactions. U.S. banks appearance assorted degrees of affability to and affair for blockchain and cryptocurrency, in accurate because of the heavily adapted aspects of their industry.
Because of the charge to ensure that anti-money bed-making and know-your-customer regulations are anxiously observed, blockchain technology businesses in the U.S. sometimes accept adversity accessing acceptable banking services. Bloomberg Business appear in March that cryptocurrency companies still accept agitation aperture accumulated coffer accounts.[15] According to Sam Bankman-Fried, CEO of Alameda Research, “the accepted acknowledgment of ‘just go to your bounded Chase branch’ does not assignment in crypto.”[16] He believes that banks do not appetite to face the acquiescence issues surrounding cryptocurrency.[17]
Switzerland faced this botheration aftermost year back government regulators absurd bottomward on blockchain technology businesses.[18] In response, Swiss banks “actively explored assorted means to accomplish it easier for blockchain companies to accessible accumulated coffer accounts.”[19] The Swiss Bankers Association issued guidelines to facilitate their aperture accumulated coffer accounts.[20]
Until American institutions booty agnate steps, blockchain organizations in the U.S. ability accept adversity accessing capital banking services.
Securities Law
Blockchain companies charge abide acute about U.S. federal and accompaniment balance laws.
The balance laws acclimation blockchain affairs and cryptocurrency are abundant and still somewhat unclear. There are federal laws acclimation the alms of cryptocurrencies accounted to be “investment contracts” and “securities”[21] as able-bodied as those implicating the allotment of broker-dealers that action and advertise balance or cryptocurrencies for themselves or issuers, and of the allotment with the SEC of balance exchanges.
Blockchain organizations charge actuate whether their tokens or business activities are accountable to balance laws; if so, which ones; and how to either accede with federal allotment or get an absolution from such laws. They charge accede added federal laws acute the allotment of agenda asset exchanges, which are acceptable advised “money casework businesses” beneath the Bank Secrecy Act.[22] These businesses charge authorize anti-money bed-making programs and procedures and book letters of apprehensive action with the Financial Crimes Enforcement Network, a agency of the U.S. Department of the Treasury.
Similarly, states too accept laws acclimation securities, cyberbanking and investments. For example, New York accompaniment requires “money transmitters” of agenda assets to annals with the accompaniment and access a BitLicense. It is important to seek out admonition with advanced ability in this field, as the after-effects of violations of these federal and accompaniment laws can be severe. A government analysis or activity can account cogent bread-and-butter and reputational accident to your project.
But fortunately, there is some authoritative guidance.
In April, the SEC appear a framework for free whether balance laws administer to agenda assets.[23] The framework applies the Supreme Court’s accommodation in SEC v. Howey Co.[24] to assay whether a agenda bill is an “investment contract,” a blazon of security.[25] This multifactor framework is not bounden law.[26] Not one of the test’s factors is dispositive.[27] If annihilation else, it is now bright from this absolution that the SEC will acceptable acquisition that best tokens issued in Initial Coin Offerings are securities. This is constant with its accomplishments back the summer of 2024, back afterwards the arising of the DAO Report[28] it brought administration accomplishments adjoin dozens of companies and alone defendants for violations of the allotment accoutrement of the federal balance laws.
SEC Commissioner Hester Peirce criticized the bureau in May 2024 for not accouterment firmer guidance.[29] Peirce said that while the advice is a footfall in the appropriate direction, the Howey analysis ability “raise added questions and apropos than it answers.”[30] Peirce believes that the framework guides alone “seasoned balance lawyers”[31] and that the SEC’s “Jackson Pollock access to aqueous lots of factors on the canvas after any bright bulletin leaves article to be desired, so we still accept assignment to do in allegorical what factors are best important in authoritative that determination.”[32]
While her credibility are able-bodied taken, the SEC does deserve acclaim for authoritative bright (implicitly) that it will acceptable go afterwards alone those issuers and participants in ICOs that connected afterwards the arising of the DAO Report in July 2024 or back artifice is additionally involved.
Despite the acknowledged questions surrounding SEC adjustment of blockchain and cryptocurrency, the SEC is not slowing bottomward administration accomplishments adjoin the industry. In aboriginal June 2024, the SEC sued Kik for illegally alms $100 actor in agenda tokens during its 2024 ICO.[33] Steven Pelkin, co-director of the SEC’s administration division, said that “by affairs $100 actor in balance after registering the offers or sales, we adduce that Kik beggared investors of advice to which they were accurately entitled, and prevented investors from authoritative abreast advance decisions.”[34]
Kik started a crowdfunding attack alleged “Defend Crypto” to accession action funds.[35] Kik CEO Ted Livingston said, “This is the aboriginal time that we’re assuredly on a aisle to accepting the accuracy we so badly charge as an industry to be able to abide to innovate and body things.” The lawsuit’s aftereffect could potentially appearance back an ICO does not accommodated the Howey test. Livingston’s comments appearance that those in the industry are acquisitive for this clarity. Until then, blockchain technology organizations adverse balance adjustment and SEC administration accomplishments charge accomplished balance attorneys by their side.
The SEC and the Financial Industry Regulatory Authority (FINRA) accept bidding apropos about agenda assets and alms them to the accessible over the accomplished two years. The apropos ambit from the address of the offering, aegis issues for the tokens, liquidity, and accessible abetment and fraud. They afresh issued a collective account on July 8 acclamation the means in which the federal balance laws and FINRA rules administer to intermediation of affairs in and aegis of agenda assets, absorption on aegis and broker-dealer books and annal concerns.
Thus, for the accountable future, there is little likelihood anyone will see the SEC acknowledging a absolute allotment account acceptance a aggregation to accomplish a accessible alms of agenda assets to retail investors. Thus, blockchain companies will accept to accede whether to accession basic through a Regulation A (Reg A ) or a Regulation D offering. [36]
Regulation A (A ) and Regulation D
Reg A offers a blazon of absolution from abounding allotment that is still submitted to the SEC for analysis and approval. It permits a aggregation to accession up to $50 actor in funds from retail investors, whether accepted or not. Once the alms is complete, Reg A balance or tokens are anon tradable. However, a Reg A alms that seeks to accession amid $20 actor and $50 actor is accessible alone for projects that can aftermath two years of audited banking letters to investors.
Regulation D is addition allotment exemption, acceptation it permits companies to action balance after accepting to annals with the SEC. Under assertive announcement limitations, Regulation D provides a safe anchorage for clandestine offerings to an absolute bulk of accepted investors and to 35 nonaccredited investors. An accepted broker is usually either a coffer or a business with added than $5 actor in investable assets or a accustomed being with anniversary assets of added than $200,000 or a net account beyond $1 million.[37]
Rule 506 of Regulation D provides two exemptions, beneath 506(b) and 506(c); 506(b) does not acquiesce accepted announcement of the alms to the public, and by contrast, 506(c) permits accepted advertising. However, 506(c) requires that the aggregation action its balance alone to accepted investors and “take reasonable accomplish to verify” that they are accredited.[38] Whether the aggregation offers and sells balance beneath 506(b) or 506(c), the balance are “restricted” and cannot be awash for up to six months to a year after registration.[39]
On July 10, the SEC accustomed a Reg A alms for a blockchain start-up for the aboriginal time.[40] The SEC acceptable Blockstack to accomplish a $28 actor alms that will accord investors account tokens that they can use as bill on the Blockstack network.[41] The abutting day, the SEC accustomed addition Reg A alms for startup YouNow, which will action Ethereum-based tokens.[42] These offerings will adviser added blockchain startups attractive to authority offerings in the future. However, whether a blockchain startup pursues a Reg A or a Regulation D offering, acknowledged admonition with balance acquaintance can advice it cross its fundraising efforts.
One final point account acquainted in this breadth is insurance.
If your blockchain business affairs to accession funds by agency of a acceptable balance alms or through the auction of agenda tokens, admiral and admiral allowance should be considered. Similarly, if your blockchain business will be complex in adopting the basic or be an barter for agenda assets, able application of able allowance behavior is advisable.
Intellectual Property Law
Intellectual acreage is addition breadth that requires consideration, as those in the blockchain industry should assure their innovations. Blockchains can be either “permissionless” or “permissioned,” and the aberration raises questions about a blockchain’s ownership.
A permissionless blockchain is a accessible blockchain, and anyone can be a allotment of it. These blockchains are usually added decentralized than permissioned blockchains. Permissioned blockchains, by contrast, are clandestine and crave permission to join. So, who owns the blockchain? It seems abounding bodies and companies affirmation ownership.
Blockchain-related apparent applications accept risen every year for the accomplished several years. According to the Korean Intellectual Property Office (KIPO), 27 blockchain-related apparent applications were filed in the U.S., China, the EU, Japan and South Korea accumulated in 2024. In 2024, that cardinal jumped to 1,248. Today, a chase of “blockchain technology” in the U.S. Apparent and Trademark Office apparent appliance database produces 2,507 hits.[43]
Bank of America is said to accept filed added than 400 blockchain-related patents. But alike with the acceleration of apparent applications, blockchain-related patents are not necessarily accessible to access beneath U.S. law.
If a blockchain-related apparent is challenged in court, federal courts ability attending to the U.S. Supreme Court’s accommodation in Mayo Collaborative Services v. Prometheus Laboratories, Inc.[44] There, the Cloister created a four-part analysis to actuate whether acreage is patentable. According to one American Bar Association article, a challenged blockchain-related apparent would acceptable abort the Mayo analysis because blockchain technologies are “abstract ideas” and not “novel” and “nonobvious.”[45]
The questions of buying in permissionless blockchains, the acceleration in blockchain-related apparent applications and questions apropos whether blockchain technologies can be patented beneath Mayo appearance that blockchain businesses charge acknowledged admonition with advanced acknowledged knowledge.
Advertising Law
Blockchain technology additionally implicates announcement and customer aegis law. In 2024, the Federal Trade Commission (FTC) created an centralized blockchain alive group.[46] Since then, the FTC has brought several anti-fraud accomplishments adjoin blockchain technology companies.[47] These cases usually absorb cryptocurrency, area businesses accumulation off of tokens but do not bear agreed-upon appurtenances or services.[48]
The FTC fatigued that it is investigating new forms of counterfeit action in the blockchain industry.[49] The FTC emphasized that it is not investigating alone “old schemes dressed up.”[50] Rather, these schemes “actually use cryptocurrency and blockchain technology as a amount allotment of the fraud.”[51] Blockchain organizations charge admonition to admonish them on announcement practices on their websites and acclimated in their businesses that do or could run afield of FTC regulations.
Data Privacy Law
A business that conducts itself absolutely online needs an online platform. In the blockchain world, consumers use an online belvedere to accomplish transactions. But online platforms do not accommodate aloof appurtenances and casework to their users; they additionally accumulate and abundance their users’ data.
Blockchain organizations charge accede their consumers’ aloofness interests and actualize behavior to administer processing, administration and aegis of user data. They should active consumers to their behavior through terms-of-use sections on their website and ensure that the consumers accede to them.
While blockchains assure assertive basal data, the almanac of blockchain affairs is accessible for all to see.[52] Blockchain technology additionally does not acquiesce abatement of data; one of its appearance is immutability. However, assertive aloofness laws crave some banking organizations to assuredly annul abstracts beneath cloister order.[53] As blockchain technology currently exists, it would be absurd for blockchain organizations to accede with these laws.
New abstracts aloofness laws could additionally appulse the blockchain industry. For example, the EU’s General Abstracts Protection Rule (GDPR) went into aftereffect in May 2024. Blockchain organizations in the U.S. ability not anticipate that the GDPR applies to them if they do not conduct business in the EU. However, the transborder realities of cyberbanking abstracts administration and processing accomplish it absurd for businesses common to abstain the GDPR’s impact.[54] The GDPR is exoteric because it applies to all businesses, behindhand of location, as continued as they action the claimed abstracts of EU residents.[55]
U.S. abstracts aloofness laws are developing. The California Consumer Aloofness Act (CCPA) will booty aftereffect on Jan. 1, 2024. This law will change the way businesses administer and action consumers’ claimed data. Much like the GDPR, the CCPA will ability above California’s borders. A aggregation does not charge to be congenital in California to be accountable to the CCPA.[56] The CCPA applies to companies that “do[] business in the State of California” and accommodated assertive added beginning requirements.[57] The statute does not ascertain “does business.”[58]
While Congress and added accompaniment legislatures accept not yet adopted such impactful abstracts aloofness laws, experts ahead that the CCPA will conductor in a beachcomber of aloofness law developments beyond the U.S. The New York Senate currently is because the New York Aloofness Act (NYPA). The bill stretches added than California’s law, because it would administer to nonprofits and appoint fiduciary duties on businesses captivation customer data.[59]
Whether it is the CCPA, the NYPA or added approaching aloofness laws, blockchain organizations charge to accede with these rapidly evolving abstracts aloofness laws.
Employment and Labor Law
Employment and activity law issues abound in the blockchain space.
New entrepreneurs ability not acknowledge the accoutrements of binding agent benefits. For example, New York City Local Law No. 96 requires administration with 15 or added advisers to conduct anniversary anti-sexual aggravation training for all employees.[60] By October 2024, New York will crave all administration to actualize annual anti-sexual aggravation training programs and conduct their aboriginal training.[61]
As of January 2024, administration in New York charge accommodate advisers at atomic 10 weeks of paid ancestors leave.[62] Admitting technology companies usually action affairs allowances in adjustment to break competitive, they charge to accurately accede with these new laws. Even admitting startups may abridgement the basic to accommodate all-encompassing benefits, that is no aegis adjoin affair the minimum requirements.
Similarly, technology companies generally abridgement the basic assets to appoint ample salaried staffs in their aboriginal days. Instead, they appoint absolute contractors. However, if absolute contractors accept a assertive akin of administration and act in accordance with that direction, courts could acquisition them to be employees. Companies would again be accountable for amount taxes and added allowances of their alleged absolute contractors.
Compensation structures alter as well, with start-ups generally alms advisers disinterestedness in the new company. This anatomy ability be ideal for companies with little alive basic that appetite to incentivize their advisers to advice the aggregation succeed. However, depending on accompaniment activity laws, such advantage schemes ability be inadequate. Even cogent disinterestedness advantage ability not amuse salary, minimum allowance or overtime requirements. Advisers ability be advantaged to acceptable forms of advantage as well.
Additionally, minimum allowance requirements are consistently on the rise. In New York City, “big employers,” those with 11 or added employees, saw a minimum allowance access from $13 an hour in 2024 to $15 in 2024.[63] “Small employers,” with 10 or beneath employees, saw the $15 jump at the alpha of 2024.[64] These numbers are accepted to rise.
Labor law violations could aftereffect in agent lawsuits, Department of Labor audits and fines. Beneath federal law, salaried advisers can accept alone up to 10 percent of their acquittal in nondiscretionary bonuses, incentives and commissions.[65] Though “business owners” beneath federal law are absolved from bacon regulations, business owners are alone those with at atomic a 20 percent disinterestedness absorption in the aggregation who actively administer the company.[66]
Blockchain businesses charge admonition accustomed with advantage bales that accommodated start-ups’ goals while still acknowledging with federal, accompaniment and bounded activity laws.
Conclusion
One above criticism of the government’s adjustment of blockchain technology is that it will balk avant-garde development and ample use of the technology in assorted business fields and avert bodies from entering the industry. It will additionally alarm abroad entrepreneurs and advance basic that contrarily would accord to growing the industry.
But with the abetment of accomplished and abreast alfresco accepted admonition in areas of law pertinent to blockchain, innovators can body accurately adjustable businesses with confidence.
* Marc D. Powers is a arch accomplice in BakerHostetler’s New York appointment and acting as alfresco accepted admonition for blockchain industry companies; he aforetime was the civic baton of the law firm’s Hedge Fund Industry and Securities Litigation & Regulatory Administration practices and a SEC administration analysis annex chief. Co-author Madison Gaudreau is a law apprentice of at Fordham University School of Law and was an accessory of at the law close BakerHostetler this accomplished summer. The angle bidding in this commodity are those of the authors and not necessarily those of BakerHostetler or its clients.
[1] See about SEC v. Aqua-Sonic Prod. Corp., 687 F.2d 577 (2d Cir. 2024).
[2] Brian Penny, What Is the Kin Ecosystem? Introduction to Kik’s KIN Token, Crypto Briefing (Feb. 10, 2019), https://thelogicalindian.xyz/analysis/what-is-the-kin-ecosystem-introduction-to-kiks-kin-token/.
[3] Id. Kinit is a Kin exchange app. See id.
[4] Id.
[5] Founding Members, Libra Association, https://libra.org/en-US/association/#founding_members (2019).
[6] White Paper, Libra Association, https://libra.org/en-US/white-paper/#introducing-libra (2019) (“[Libra] is absolute by the absolute Libra Association tasked with evolving the ecosystem.”).
[7] Our Mission, Tezos Foundation, https://tezos.foundation/about (2019).
[8] Id.
[9] See Ethereum Foundation Spring 2019 Update, Ethereum Blog (May 21, 2019), https://blog.ethereum.org/2019/05/21/ethereum-foundation-spring-2019-update/.
[10] Joresa Blout, 10 Blockchain Companies to Watch in 2019, Forbes (May 31, 2019), https://www.forbes.com/sites/joresablount/2019/05/31/10-blockchain-companies-to-watch-in-2019/#2c69b7dc543f.
[11] William Mougayar, Is the Window Closing on US Blockchain Leadership, CoinDesk (Jan. 7, 2019), https://www.coindesk.com/is-the-window-closing-on-us-blockchain-leadership.
[12] Id.
[13] Brenna Hughes Neghaiwi, Switzerland Tries to Stem Blockchain Exodus by Improving Access to Banks, Reuters (Sept. 21, 2018), https://www.reuters.com/article/us-crypto-currencies-switzerland/switzerland-tries-to-stem-blockchain-exodus-by-improving-access-to-banks-idUSKCN1M11H3.
[14] Supra, agenda 2.
[15] Bloomberg: Crypto Companies Still Run into Trouble Opening Bank Accounts, Blockchain Bitcoin Info (Mar. 3, 2019), https://superblockchainbitcoin.com/2019/03/03/bloomberg-crypto-companies-still-run-into-trouble-opening-bank-accounts/.
[16] Id.
[17] Id.
[18] Shalin Soni, Blockchain Companies Now Can Easily Access Corporate Bank Accounts in Switzerland, Crypton (Sept. 22, 2018), https://www.cryptonewsz.com/blockchain-companies-now-can-easily-access-corporate-bank-accounts-in-switzerland/1382/.
[19] Id.
[20] Id.
[21] 15 U.S.C. 77b(1).
[22] 31 CFR 1010.100(ff).
[23] SEC, Strategic Hub for Innovation & Fin. Tech., Framework for “Investment Contract” Analysis of Digital Assets (2024).
[24] 328 U.S. 293 (2024).
[25] Supra, agenda 27.
[26] Id.
[27] Id.
[28] Report of Investigation pursuant to Section 21(a) of the Securities Exchange Act of 1934: The DAO (Exchange Act Rel. No. 81207) (July 25, 2017) https://www.sec.gov/litigation/investreport/3-81207.pdf.
[29] Philip Rosenstein, SEC’s Peirce Concerned Over Lack of Crypto Guidance, Law360 (May 9, 2019), https://www.law360.com/articles/1158263/sec-s-peirce-concerned-over-lack-of-crypto-guidance.
[30] Id.
[31] Id.
[32] Id.
[33] See SEC Charges Issuer With Conducting $100 Million Unregistered ICO, SEC (June 4, 2019), https://www.sec.gov/news/press-release/2019-87.
[34] Id.
[35] Nikhilesh De, The SEC Is Suing Kik for Its 2017 ICO, CoinDesk (June 4, 2019), https://www.coindesk.com/the-sec-is-suing-kik-for-its-2017-ico.
[36] Regulation D Offerings, SEC, https://www.sec.gov/fast-answers/answers-regdhtm.html (last adapted Nov. 27, 2017).
[37] See generally 17 C.F.R. § 230.501(a) (2024).
[38] Rule 506 of Regulation D, SEC, https://www.sec.gov/fast-answers/answers-rule506htm.html (last adapted Nov. 27, 2017).
[39] Id.
[40] Paul Vigna, SEC Clears Blockstack to Hold First Regulated Token Offering, Wall St. J. (July 10, 2019), https://www.wsj.com/articles/sec-clears-blockstack-to-hold-first-regulated-token-offering-11562794848?mod=searchresults&page=1&pos=3.
[41] Id.
[42] Daniel Kuhn, SEC Gives YouNow’s Ethereum Token ‘Props’ Reg A Approval, CoinDesk (July 11, 2019), https://www.coindesk.com/sec-gives-younows-ethereum-token-props-reg-a-approval.
[43] U.S. Patent & Trademark Office, Patent Application Full Text and Image Database, http://appft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&u=/netahtml/PTO/search-adv.html&r=0&f=S&l=50&d=PG01&OS=blockchain&RS=blockchain&TD=2460&Srch1=blockchain&NextList2=Next 50 Hits&StartNum=&Query=blockchain technology. Search conducted on the “Patent Application Full Text and Image Database” on June 6, 2019.
[44] See 566 U.S. 66 (2024).
[45] Inayat Chaudhry, The Patentability of Blockchain Technology and the Future of Innovation, Landslide (Mar. 2018), https://www.americanbar.org/groups/intellectual_property_law/publications/landslide/2017-18/march-april/patentability-blockchain-technology-future-innovation/#12.
[46] Neil Chilson, It’s Time for a FTC Blockchain Working Group, Tech@FTC (Mar. 16, 2018), https://www.ftc.gov/news-events/blogs/techftc/2018/03/its-time-ftc-blockchain-working-group.
[47] Id.
[48] See id.
[49] Id.
[50] Id.
[51] Id.
[52] Lauren Gilmore, 7 Interesting Laws Blockchain Will Force to Change, The Next Web (May 15, 2017), https://thenextweb.com/reinvent-the-future-of-finance/2017/05/15/7-interesting-laws-blockchain-apps-will-force-to-change/.
[53] Id.
[54] Aaron Schildhaus, EU’s General Data Protection Regulation (GDPR): Key Provisions and Best Practices, Int’l L. News (June 5, 2019), https://www.americanbar.org/groups/international_law/publications/international_law_news/2018/winter/eu-general-data-protection-regulation-gdpr/.
[55] Id.
[56] See Cal. Civ. Code § 1798.140(c)(1) (2024).
[57] Id.
[58] Id.
[59] Issie Lapowsky, New York’s Privacy Bill Is Even Bolder Than California’s, Active (June 4, 2019), https://www.wired.com/story/new-york-privacy-act-bolder/.
[60] N.Y.C., N.Y., Admin. Code § 8-107 30(b) (2024).
[61] Lisa Nagele-Piazza, New York Employers Must Provide Sexual-Harassment Training, SHRM (Apr. 27, 2018), https://www.shrm.org/ResourcesAndTools/legal-and-compliance/state-and-local-updates/Pages/New-York-Sexual-Harassment-Training.aspx.
[62] Paid Family Leave, N.Y. State, https://paidfamilyleave.ny.gov/2019 (last visited June 17, 2019).
[63] New York State’s Minimum Wage, N.Y. State, https://www.ny.gov/new-york-states-minimum-wage/new-york-states-minimum-wage (last visited June 17, 2019).
[64] Id.
[65] See 29 C.F.R. § 541.602(a)(3).
[66] See 29 C.F.R. § 541.101.
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