Securities Treatment of Tokenized Offerings Under U.S. Law

71 Pages Posted: 31 Jul 2018

See all articles by Carol R. Goforth

Carol R. Goforth

University of Arkansas - School of Law

Date Written: July 12, 2018


This article considers how the SEC currently approaches the question of regulating cryptoassets and ICOs. It includes a brief overview and history of cryptotransactions (including problems of terminology), and then looks at the current crypto space to consider the kinds of interests being promoted today in comparison to Bitcoin and the original altcoins. It then examines the traditional approach taken by the SEC with regard to these interests and explains briefly the kinds of compliant offerings that are currently possible. It then covers the range of reasons why a specialized regulatory approach is called for, rather than simply relying on the conventional investment contract analysis currently being utilized.

Keywords: Bitcoin, Blockchain, Cryptotransactions, Cryptoassets, ICOs, Initial Coin Offerings, Securities Regulation, Security Tokens, Utility Tokens

JEL Classification: K10, K22

Suggested Citation

Goforth, Carol R., Securities Treatment of Tokenized Offerings Under U.S. Law (July 12, 2018). 46 Pepperdine Law Review, Forthcoming, Available at SSRN:

Carol R. Goforth (Contact Author)

University of Arkansas - School of Law ( email )

260 Waterman Hall
Fayetteville, AR 72701
United States
501-575-5601 (Phone)
501-575-2053 (Fax)

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