The Law and Finance of Initial Coin Offerings

Ibero-American Institute for Law and Finance Working Paper No. 4/2018

49 Pages Posted: 11 Jun 2018 Last revised: 25 Aug 2018

Aurelio Gurrea-Martínez

Singapore Management University - School of Law; Ibero-American Institute for Law and Finance (IIDF); Harvard Law School - Program on International Financial Systems

Nydia Remolina

Javeriana University; Ibero-American Institute for Law and Finance (IIDF)

Date Written: May 21, 2018

Abstract

The rise of new technologies is changing the way companies raise funds. Along with the recent increase of crowdfunding in the past years, a new form of funding has emerged more recently: the use of Initial Coin Offerings (ICOs). In 2017, companies raised more than $4 billion through ICOs in the United States, and more than $11billion has been raised during the first semester of 2018. In a typical ICO, a company raises cryptocurrencies giving some rights in return. The different nature and features of these rights, known as “tokens”, are generating many controversies among securities regulators around the world. Namely, it is not clear whether and, if so, when these tokens should comply with securities law. Securities regulators are addressing this issue in a very different manner across jurisdictions: while countries like the United States, Switzerland and Singapore are requiring companies to comply with existing securities rules only when a company issues “security tokens”, other jurisdictions, such as China and South Korea, have prohibited ICOs, and Mexico subject any issuance of tokens to a system of full control ex ante. Nevertheless, ICOs not only generate these challenges for securities regulators. They also arise many other issues from an accounting, finance, corporate governance, data protection, anti-money laundry and insolvency law perspective. By providing a comparative and interdisciplinary analysis of ICO, our paper seeks to provide regulators and policy-makers with a set of recommendations to deal with ICOs in a way that may promote innovation and firms’ access to finance without harming investor protection, market integrity and the stability of the financial system.

Keywords: initial coin offerings, blockchain, tokens, cryptocurrencies, securities, commodities, digital assets, fintech, debt, equity, corporate governance, accounting, finance, insolvency, data protection, financial regulation  

Suggested Citation

Gurrea-Martínez, Aurelio and Remolina, Nydia, The Law and Finance of Initial Coin Offerings (May 21, 2018). Ibero-American Institute for Law and Finance Working Paper No. 4/2018. Available at SSRN: https://ssrn.com/abstract=3182261 or http://dx.doi.org/10.2139/ssrn.3182261

Aurelio Gurrea-Martínez (Contact Author)

Singapore Management University - School of Law ( email )

55 Armenian Street
Singapore, 179943
Singapore
(+65) 6808-5160 (Phone)

HOME PAGE: http://https://law.smu.edu.sg/faculty

Ibero-American Institute for Law and Finance (IIDF) ( email )

C/ Bárbara de Braganza 11, 3º
Madrid, 28004
Spain
(+34) 913 91 33 99 (Phone)

HOME PAGE: http://www.derechoyfinanzas.org/en/author/aurelio/

Harvard Law School - Program on International Financial Systems ( email )

50 Church Street, 3rd Floor
Cambridge, MA 02138
United States
(+1) 857-242-6072 (Phone)

HOME PAGE: http://pifs.law.harvard.edu/

Nydia Remolina

Javeriana University ( email )

Carrera 7 No. 40-62
Bogotá
Colombia

Ibero-American Institute for Law and Finance (IIDF) ( email )

C/ Bárbara de Braganza 11, 3º
Madrid, 28004
Spain

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