A CONCEPTUAL FRAMEWORK FOR DIGITAL-ASSET SECURITIES: TOKENS AND COINS AS DEBT AND EQUITY

Abstract

The article offers a novel approach to the threshold questions on the applicability of securities law to digital assets. The clarity of this framework should be useful to courts, regulators, and market participants. Digital-asset development involves two stages, and securities law is essential only in Stage One. However, federal securities law may apply post-launch and post-asset-delivery, i.e., during the Second Stage of a digital asset project, but in a limited way. During Stage Two, there can be two distinct and separate types of assets – a non-security-token (or coin) and a bond - simultaneously circulating after the project has been deployed and tokens distributed. In addition, there are two groups of digital asset purchasers: the initial investors who own tokens post-delivery and post-platform-launch and the subsequent token purchasers. They exist concurrently. These two cohorts of market participants have completely divergent expectations concerning the role of the issuer in the operation of the platform and the valuation of digital assets. Only the initial “bondholders” have claims against the issuer in Stage Two.