The Security Token Landscape

The Security Token Landscape

At the end of July, the Token Alliance released its first white paper with the objective to establish appropriate business and legal parameters for digital token issuances. And if you’ve read iComply CEO Matthew Unger’s piece on New Token Standards or Open APIs and SDKs? you’ll sense the skepticism towards the establishment of so-called new standards. But all that aside – tokenization of financial instruments has continued to gain traction, with over $20 billion already raised through tokenized offerings such as initial coin offerings (ICOs), security token offerings (STOs), and initial exchange offerings (IEOs).

The financial sector is one that has been historically slow to evolve, and this is often considered to be because of a large number of regulations in the industry, creating the narrative that regulation is anti-innovation. However, quite the contrary, those that choose to move forward quickly and disregard regulation – will ultimately fall behind as new, compliant innovation reaches the market, opening the doors to institutional capital. Security tokens are one innovation that must be built to the standard of securities instruments in the traditional market.  

 

Utility Tokens and Security Tokens

The two most well-known types of tokens are utility and security. Utility tokens tend to be issued in two scenarios:

Scenario One: They are issued with their value based on the fact that they can be used within a particular ecosystem; they were purchased in exchange for a service and are essentially “digital coupons.” For example, if the issuer of the utility token (Company X) provides cloud storage as a service, you can use your utility tokens to access that storage.

Scenario Two: In the second scenario, utility tokens hold what we would consider perceived value. This is because they are being issued for projects that have not yet been developed and represent future access to a company’s services or products.

The defining feature of utility tokens and which differentiates them from security tokens is that they are not meant to be used as investments. Unfortunately, simply stating that a token is not meant to be used as an investment will not be enough. Most projects that claim to have “utility tokens” still hit the key points of the Howey test, deeming them in fact, securities, and subject to securities laws. Additionally, many projects will simply allude to the fact that you are buying low and things like a restricted token supply will make it go….well…to the moon – a great way to get the conversation started with the SEC.

 

Security Tokens

Security tokens have real-world assets backing them up. For example, the tokens could represent equity in a company or real-estate which gives them tangible value, with an assignable fiat currency value. They can be liquidized, pay dividends, share profits, pay interest or be invested which makes investing in these tokens attractive. These tokens must adhere to securities laws. Currently, there are major use cases emerging for three different categories of securities: debt, equity, and derivatives.

These subcategories hold different types of value. The securities umbrella also further extends outward to asset classes such as bearer bonds, royalties, convertible notes, options, smart swap contracts and smart futures contracts and so on. Simply put, you can equate the subcategories of assets under securities in the token market to those in the traditional financial market.

Debt tokens are issued out by lenders and represent debt owned by a company. They can be thought of as loans or IOUs often with an interest rate multiplied or compounded against the principal amount loaned (invested) to a company. They are a type of capital raised through debt that enables the buying and selling of loans within a high-liquidity environment. Depending on the wording of the legal agreements, as well as the structure and functions available in the token, debt tokens may incur unique tax and reporting requirements for anyone issuing, or in some jurisdictions even transacting with, the token.

Equity tokens are the most common form of security tokens and in many cases, investors believe that the terms equity and security token are synonymous. On the contrary – they do not mean the same thing and the terms should not be used interchangeably. Part of what makes equity tokens so attractive to investors outside the crypto space is their similarity to equity shares in a company. These tokens earn issuers the capital they need to develop a network, and in exchange, investors purchasing equity tokens could earn returns such as dividends and in some cases, the right to vote on company proposals. Equity tokens have opened up Pandora’s Box and a plethora of questions on governance issues – do equity token holders have voting rights? What are the mechanics for shareholder majorities and board elections? While these questions remain unanswered, many believe that equity tokens will become the predominant ICO token.

Derivatives form the foundation of financial stability in traditional financial markets. They are used to transfer risk from one person to another and can be thought of as insurance contracts on the variation value expressed on an underlying asset. Prediction Markets are in their infancy and have begun placing option bets on the future of specific stock based on derivative products. Financial derivatives are not as common in the crypto space today but many projects are emerging and with security tokens becoming popularized many believe this is set to change sooner than later.

Regulation 
Regulation around the issuance of security tokens varies based on a number of dimensions (for example, asset type, jurisdiction, etc.) and each dimension contains various regulatory permutations with a host of regulatory agencies governing them. Despite protest from those who are against any form of regulation, even AML and KYC, it is unlikely that any existing loopholes will be sustainable scapegoats in the long run. While institutional and more traditional investors begin to warm up to the possibilities of security tokens, we are working to develop the critical infrastructure needed to allow such innovation to be used with confidence.

Looking for an end-to-end token management studio?

iComply’s token compliance platform, Prefacto enables issuers to capture the value of blockchain asset management with multi-jurisdictional compliance automation for over 150 countries.

Book a demo with one of our specialists to learn more.

About iComply Investor Services Inc.
iComply Investor Services Inc. (iComply) is an award-winning software company focused on reducing regulatory friction in the capital markets. With powerful data, verification, tokenization solutions, iComply helps companies overcome the cost and complexity of multi-jurisdictional compliance to effectively access new markets. Learn more: iComplyIS.com

iComply MasterClass: Compliance in the Decentralized Financial Markets

iComply MasterClass: Compliance in the Decentralized Financial Markets

In this upcoming MasterClass, Greg Pinn, Head of Product Strategy for iComply and Former Head of World-Check for Thomson-Reuters, speaks on the role of compliance in the decentralized financial markets. He’ll walk through its best practices and the different approaches related to jurisdiction-based compliance.

Save Your Spot: Registration Limited to the First 500 Registrants
August 7: 10:00 AM – 11:00 AM PDT / 1:00 PM – 2:00 PM EDT
August 9: 2:00 PM – 3:00 PM PDT / 5:00 PM – 6:00 PM EDT

Key Learnings:
In this MasterClass, Greg breaks down why compliance matters and how the global market is in need of jurisdiction-based compliance for cryptocurrencies and tokenized assets in both centralized and decentralized models. Compliance is not a new need but a pressing one – events such as the 1993 World Trade Center bombing and the more recent, Russian Laundromat scheme are prime examples of why the need for compliance and anti-money laundering (AML) procedures exist.

Who is this MasterClass for?

  • ICO Issuers
  • Decentralized Exchanges
  • Compliance Leaders
  • ICO Consultants
While many argue that regulation stifles innovation, Greg explains that compliance actually enables innovation by protecting individuals that choose to participate in emerging industries. This is not only good from a moral and ethical standpoint but also from a material one. The emerging crypto market has faced an abundance of scrutiny under the public eye due to the emergence of a handful of bad actors; however, this does not paint a complete picture. There must be a balance between the free movement of value and protection of all individuals.

The “fundamentals” of compliance and how they are impacted by jurisdiction: This portion of the webinar will introduce new investors to compliance. This consists of concepts such as anti-money laundering (AML), Know Your Customer (KYC), Countering the Financing of Terrorism (CFT), Enhanced Due Diligence (EDD), Ultimate Beneficial Ownership (UBO) and Politically Exposed Persons (PEPs). These concepts are of major importance in both the traditional and decentralized financial markets and their implications can vary widely by jurisdiction.

The future of compliance: The final portion of the webinar will touch on the future of compliance, Greg considers the industry to be in a “renaissance” period. Costs associated with compliance for financial institutions are high and run parallel to the cost of employee turnover. Constant training and retraining are costly and inefficient. Thus, Greg predicts that the future of compliance is shifting to focus on decreasing the human costs associated with processes by enhancing these processes with technology such as artificial intelligence, machine learning, and automation.

About Greg Pinn
Greg Pinn has a decade of experience leading global best practices in anti-money laundering (AML) and know-your-customer (KYC) industry. Greg currently serves as head of product strategy for iComply and previously ran strategy for World-Check, the world leader in risk-based intelligence data.

Looking for financial grade KYC and AML in an enterprise ready API?

iComply offers global screening for humans, corporations, and blockchain transactions in a single REST API.

Book a demo with one of our specialists to learn more.

About iComply Investor Services Inc.
iComply Investor Services Inc. (iComply) is an award-winning software company focused on reducing regulatory friction in the capital markets. With powerful data, verification, tokenization solutions, iComply helps companies overcome the cost and complexity of multi-jurisdictional compliance to effectively access new markets. Learn more: iComplyIS.com

Why Blockchain Matters for Marketing Researchers

Why Blockchain Matters for Marketing Researchers

Why Blockchain Matters for Marketing Researchers

Initially published on the Marketing Research and Intelligence Association (MRIA) website.

Imagine an Ipsos Reid poll where the data was open and accessible to anyone with an internet connection. Let’s say this poll was studying user adoption for a new banking software that enables you to send money to anyone, anywhere in the world, instantly and with zero fees. An example of this software I am describing exists today: Bitcoin is a blockchain, a shared public ledger or a database, where every user can request a copy for free (using a GET function) and scour this ledger for insights.

Blockchain is touted as a technology so powerful that it could both destroy and save our global systems in finance, communications, connectivity and personal identity… This and other decentralized ledger technologies are making waves in nearly every industry on the planet because blockchain is restructuring how we store and manage customer, financial and other critical pieces of business intelligence.

In the 90s, most people couldn’t visualize how the internet would enable information-sharing between computers. Similarly, it is hard for many individuals today to visualize how blockchain works. With the internet, few users care about nodes, protocols, servers and routers, but most of us do care about its functional benefits.

Beyond the hype, blockchain is merely a tool for information management—albeit, a new and exciting tool with near limitless use cases! What makes blockchain exciting for marketers and researchers is that in order for blockchain to function, it requires highly ordered and structured data. Just as there are multiple types and structures in traditional databases, there are various blockchain applications and protocols requiring that the information stored on such shared databases be highly structured, globally distributed, immutable and completely trustworthy.

For market researchers, this technology creates enormous opportunity, while also opening up some sobering questions about how we will choose to use blockchain to shape the future of our society. If you had concerns about your personal data in the era of Facebook, Google and smart cookies, then blockchain and distributed ledger technology are pushing privacy issues to a whole new level!

Public blockchains function by using two simple pieces of information: a public address and a private key. The private key provides access to all information at the associated address. What is both exciting and concerning from a privacy perspective is everything I can do with just the public address.

A public blockchain address is similar to your home address. If I know where you live, I can park out front and watch you come and leave your home, see who comes to visit you and when. With a public blockchain such as Bitcoin, all I have to do is access the shared database using your address to read every single transaction you have ever made.

Our company, iComply, uses blockchain forensics to gather deep insights into the ebbs and flows of capital in cryptocurrency markets. Blockchain forensics can flag public addresses to create a notification when a predefined activity occurs, identifying the address, geographic location, and origin of funds on a blockchain.

In the past quarter alone, cryptocurrencies built on public blockchains have grown from USD $200 billion to over USD $600 billion. Entering its fourth year in 2018, this market is still in its infancy but has shown exponential growth potential. With that growth comes an ever-expanding and permanent shared public database.

To complicate matters, new methods of machine learning, AI and business intelligence analytics are emerging. For public blockchains, this will provide nearly endless possibilities for customer research and targeting.

Three examples of projects that use blockchain to transform the world of marketing research are:

  1. Getting paid to read your spam

Recently, Earn.com released their platform targeting e-mail marketing and social media advertising that claims, “recruiters, salespeople, and companies can now send paid messages to compensate you for your time.” Rather than paying Facebook to place an ad on someone’s feed/screen, Earn.com wants the advertiser to pay you, the subject of their ad targeting, to view their ad. Imagine going through your spam folder and getting paid a few cents or dollars for each email you read. Using blockchain, Earn.com can distribute the entire budget of an e-mail marketing campaign evenly to all recipients who own or respond to the e-mail.

  1. Airdrop, a whole new kind of spam

Alas, just when you thought spam was gone forever, a whole new type emerges… There are no spam laws protecting your wallet! Airdrop is a strategy that allows the creator of a new blockchain to save a snapshot of all addresses on a public blockchain and then target any or all members on the list. Imagine, opening your bank account to realize that another competing bank had deposited a coupon for free services or a minimum account balance just for you to try out their product. This is airdrop; and while it can be quite expensive to send free blockchain tokens to an entire network, effective targeting of specific addresses has proven extremely profitable for new product launches such as OmiseGo. As blockchain gains popularity, it is likely that airdrops will be used more by marketers for a number of marketing strategies.

  1. Higher data management standards are coming

At iComply, we manage a tremendous amount of data for companies that raise capital with what is commonly known as the initial coin offering or ICO. As a company built on integrity, regulatory compliance and auditability, we regularly face the reality that it is highly irresponsible to store certain types of information on a public blockchain. Alternatively, the recent SECEquifax, and Uber security breaches have revealed the weaknesses of a single centralized store of data.

With growing privacy legislation and data security standards such as PIPEDA in Canada and GDPR in Europe, it is imperative that every company takes a close look at their information management procedures and data storage protocols. In the case of GDPR, the fines per infraction start at a minimum of 20 million euros. It is crucial that marketers take a close look at these regulations and adapt their data management procedures to mitigate the risks of holding personally identifiable information (PII). New developments such as MIT’s OpAl framework could unlock new business cases for zero-knowledge proof and for analyzing metadata on highly-secured and encrypted data.

However, with blockchains where information is permanently and publicly accessible, there is a new opportunity to analyze large sets of data without acquiring their copy. Time will unravel how machine learning, AI and cutting-edge business intelligence software can be used by marketing researchers to gain deep insights without actually taking ownership of all this data. For the end user, this means that a company could know everything about a user without needing to know their name or personal information which signals more positive strides in client confidentiality.

If having your personal information owned by Facebook concerns you, owning any product, investment or currency that uses a public blockchain should keep you up at night. Whether public blockchains will destroy or protect our notions of privacy in the future remains to be seen, but what we can already do with this technology in information management is revolutionary as some of the biggest players in the financial industry face potential disruption or displacement.

Still, the biggest opportunities in blockchain are yet to be seen or leveraged. Recently the CFTC Chairman testified to the US Senate that at its current rate of growth, the cryptocurrencies market would surpass USD $20 trillion by 2020—projecting US $19.5 trillion of growth in only twenty-two months—this is equivalent to a quarter of all the global payments markets or one-sixteenth the size of all global capital markets.

For the marketer, the biggest opportunities in the near term will likely come from mapping and monitoring major public blockchains for user trends, purchasing, and trade sentiments. In our own datasets, we can see the direct impact of regulatory enforcement actions or changing cryptocurrency market values in the daily actions of ICO issuers and investors. Currently, banks, hedge funds, market research firms and financial data companies are restless to not only access all this data but to be able to understand how it will impact them as the world continues to adopt decentralization at a near breakneck pace.

Matthew Unger is the founder and CEO of iComply (iComply Investor Services Inc), enables token issuers, security token platforms, and investors to both launch and trade coins or tokens in compliance with global securities, identity, and privacy regulations. He will be presenting at the MRIA’s National Conference in June 2018 in Vancouver here.

Looking for an end-to-end token management studio?

iComply’s token compliance platform, Prefacto enables issuers to capture the value of blockchain asset management with multi-jurisdictional compliance automation for over 150 countries.

Book a demo with one of our specialists to learn more.

About iComply Investor Services Inc.
iComply Investor Services Inc. (iComply) is an award-winning software company focused on reducing regulatory friction in the capital markets. With powerful data, verification, tokenization solutions, iComply helps companies overcome the cost and complexity of multi-jurisdictional compliance to effectively access new markets. Learn more: iComplyIS.com

Looking Back on Blockchain and Token Offerings in 2017

Looking Back on Blockchain and Token Offerings in 2017

Looking Back on Blockchain and Token Offerings in 2017

As the world’s tech and financial sectors continue to dramatically transform, 2017 will be remembered as a major turning point for global financial markets. While some naysayers claim that blockchain has yet to provide any practical value, a brief look back over the past 12 months tells a very different and exciting story. From WhopperCoin and the CryptoRuble, to massive Bitcoin volatility, ICO crackdowns, and the push for new regulatory frameworks, 2017 was a year of many “firsts” in fintech.

 

Incumbent Banks Adopting Blockchain

In September 2017, RBC Royal Bank, along with JP Morgan Chase and the Australia and New Zealand Banking Group, launched a new payment processing network using blockchain technology. According to a report by Accenture, 9 out of 10 bank executives are currently exploring the use of blockchain.

 

ICOs: The Rising Phoenix

If anything about 2017 is certain it is that the technology behind the wild west of ICOs promises new efficiencies in raising capital surpassing both private equity and VCs. Filecoin raised $257 million in a single month, Burger King issued the WhopperCoin in Russia, and Cryptokitties launched the first and only ICO that North American regulators have called a utility. In doing so, the Cryptokitties “initial cat offering” helped pave the way for blockchain to be used to manage rights of ownership that extends beyond securities.

Prior to Cryptokitties, token issuers failed to achieve formal recognition by regulators as a utility in North America. This was underscored by unscripted remarks from SEC Chairman Jay Clayton, when he noted that ICOs “have a sufficient number of hallmarks” to be considered securities. By establishing a precedent with Cryptokitties, and creating the non-fungible ERC721 token, Cryptokitties opened the door for tokens to be used as deeds of ownership for personal property. The opportunities this creates for managing both digital and physical property, including art, design, and software, are nearly limitless.

While many entrepreneurs loudly lamented the SEC’s crackdown on token offerings in July, the truth is that analysts and fintech innovators had predicted this would happen long before it actually did. At iComply, the initial development of our patented Prefacto technology, which enables a blockchain smart contract to operate within the framework(s) of securities regulation across jurisdictions, emerged out of our CEO’s project at MIT more than two years ago – but at that time, major banks were not ready to implement the technology. That is no longer the case, read more in our article: Central Banks and Public Blockchains.

The SEC’s enforcement decision in July 2017 changed this and was followed by multiple announcements and crackdowns by regulators worldwide. For about a month, this slowed the pace of token launches until projects like Filecoin raised $257M USD by restricting their SAFT (Simple Agreement for Future Tokens) offering to accredited investors. Cardoza Project, led by several leading legal minds, challenged the SAFT’s validity by asserting that “the ‘functionality’ distinction underpinning the SAFT’s attempt to ‘navigate’ around federal securities laws is not well supported by current law.”

Shortly after, two token offerings, Impak and TokenFundr, attempted to use an existing Canadian securities law exemption, the Offering Memorandum, to sell their tokens. Both experienced limited success, with Impak raising barely over $1M. To further complicate matters, Tokenfundr’s offering was restricted to a maximum investment of $2,500 CAD per non-accredited investor and the tokens were not allowed to list on any exchange until the issuer could meet the legal and regulatory requirements for secondary trading. These examples suggest that without significant modernization of current securities regulations, or the incorporation of securities regulations into the token itself, the funding of decentralized technology may be stifled in North America as issuers continue to shop for more favourable regulatory environments overseas.

Looking for an end-to-end token management studio?

iComply’s token compliance platform, Prefacto enables issuers to capture the value of blockchain asset management with multi-jurisdictional compliance automation for over 150 countries.

Book a demo with one of our specialists to learn more.

In 2017, about half of tokenized offerings were launched outside of North America, but as new decentralized technology unlocks the ability for legal and compliant secondary trading, 2018 is likely to see the pendulum swing as regulators are expected to step in and start taking enforcement actions. While this could very likely stifle the hype around token offerings, it is also likely that these precedents will help the market innovate, thrive and scale in the long term. Instead of killing the token industry, regulation and investor protection may help it mature to a point where financial institutions can adopt the technology.

While some have attempted to rebrand the ICO with terms such as STO (security token offering), IEO (initial exchange offering), TAO (tokenized asset offering), DAICO (decentralized autonomous initial coin offering), and PBICO (public blockchain initial coin offering),  the old saying, “You can’t put lipstick on a pig” holds true. ICOs do not need a facelift, they need a complete structural overhaul with a commitment to transparency, integrity, and institutional adoptability.

Fortunately, these are all attributes that decentralized ledger technology is incredibly good at.  Unlocking the ability to launch a token offering that provides investors with both protection through a registered securities offering and liquidity through compliant secondary trading opens the door for decentralized technology to disrupt mainstream financial markets. Over $200 Trillion USD is available globally when smart contract powered tokens are structured as compliant private placements, REITs, IPOs, Investor Coops, existing shareholder offerings, and other legal offerings. When reimagined in the context of traditional finance – these investment vehicles could increase both public investment and bring institutional investors to the table. Credibility through regulatory oversight, together with engagement by traditional exchanges and financial institutions, could open doors for the regulated global capital markets to move into decentralized financial infrastructure.

 

Sovereign Cryptocurrencies

Multiple countries announced plans for digital currencies in 2017. Among them, Russia announced the upcoming CryptoRuble, India pondered a CryptoRupee, Sweden discussed the eKrona, Estonia is releasing Estcoins, Venezuela is launching the Petro, and Japan plans a JCoin for 2020. Palestine, which has no sovereign currency, published a five-year digital currency timeline. The Ukraine and Israel have also announced plans to launch centralized digital currencies.

For the US economy, the biggest impact may come from China, when leaked documents showed a near-brilliant and Sun Tsu’sque strategy to separate the Asian economy from the US Dollar. According to reports, China will release a second national currency as a fiat cryptocurrency that would not replace its paper currency but run in tandem. Furthermore, part of the strategy includes using traditional North American stock exchanges to list funds that would kick-start investment into companies valued in the so-called ‘Crypto-RMB’.

While the US financial system continues to struggle decentralization, countries around the world see this as the first major economic leapfrog opportunity, perhaps in centuries. The question is no longer whether or not the global financial system will move toward sovereign cryptocurrencies but whether the global economic superpowers of today can maintain their position without taken action immediately.

While 2017 was a year of many firsts for blockchain, tokens, and distributed ledger technology as a whole, it appears to only be a small stepping stone on the path towards decentralization. It is likely that we will see major headlines in the future as nations move their chess pieces to establish themselves in the new fabric of globally distributed and decentralized financial systems.

Looking for financial grade KYC and AML in an enterprise ready API?

iComply offers global screening for humans, corporations, and blockchain transactions in a single REST API.

Book a demo with one of our specialists to learn more.

About iComply Investor Services Inc.
iComply Investor Services Inc. (iComply) is an award-winning software company focused on reducing regulatory friction in the capital markets. With powerful data, verification, tokenization solutions, iComply helps companies overcome the cost and complexity of multi-jurisdictional compliance to effectively access new markets. Learn more: iComplyIS.com

The ICO Exchange: Fraud, Scam, or Bigger Than The Beatles? – Medium

The ICO Exchange: Fraud, Scam, or Bigger Than The Beatles? – Medium

The ICO Exchange: Fraud, Scam, or Bigger Than The Beatles? – Medium

If you haven’t yet read the piece from our CEO and founder, Matthew Unger, we recommend you do so tonight! Less than a 10-minute read, you’ll learn about the emergence of ICOs and whether or not this is a fad or a force with which to be reckoned.

The ICO Exchange: Fraud, Scam, or Bigger Than The Beatles? – Medium
By: Matthew Unger
“Recently, I had the opportunity to participate in the annual meetings of the World Bank Group and International Monetary Fund in Washington D.C. After passing through full-body scans and pat downs similar to the ones I had experienced in the airport only hours before, it was an alternate universe for a fintech founder… Read more here!