Regulating Blockchain: Techno-Social and Legal Challenges – An Introduction

Through extensive study of literature, this Master’s dissertation aims to identify the opportunities created by the advent of first and second generation distributed ledger technology in the context of the financial sector. It also assesses the regulatability of various distributed ledger configurations, and their relation to the pre-existing legal framework. Finally, it identifies a number of priorities for suggested future law changes. Our research leads to a categorization of possible distributed ledger technology applications, based on a varying degree of decentralization: from highly decentralized native crypto-asset blockchains to permissioned interbank payment and settlement ledgers; from irreversible smart contracts that are meant to embody the legal agreement to smart contracts with a point of entry for judicial intervention and which co-exist with a prevailing traditional contract. This dissertation establishes that all degrees of decentralization are or can be regulated by one way or another and that certain changes to the existing legal framework are desirable to maximally benefit from the unique capacities of distributed ledger technology.

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 $17billion has been raised in the first three quarters of 2018. In a typical ICO, a company raises cryptocurrencies giving some rights in return. The different nature and features of these rights, embodied in “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, this 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.

Free Download here: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3540250 Smart contracts promise a world without intermediaries. However, that promise has quickly proved elusive, including in the context of Initial Coin Offerings (ICOs), a vehicle for funding startups built on smart contracts and blockchain. Particularly as ICOs attract retail investors who are not code-literate, the question arises: is there a role for new intermediaries? This article assesses the possibility of an ICO auditor, providing a framework for understanding potential audit functions. In particular, it identifies three main roles: to translate the code for retail investors who are not code-sophisticates, to reconcile the code with promises made in other materials aimed at ICO participants, and to verify offline activity and identity where these remain important to the transactions. It then maps these functions onto emerging models.

Cryptocurrencies, such as bitcoin and ethereum, have not only risen to public attention as novel means of payments. Rather, the current hype is fueled by financial applications built on top of these currencies that stand to potentially upend consumer and investment markets. The most remarkable and economically relevant of these applications are tokens sold via initial coin offerings (ICOs, also called token sales). In 2017 alone, the equivalent of more than $ 3 billion have been raised through ICOs. In these entirely online-mediated offerings, startup entrepreneurs sell tokens registered on a blockchain in exchange for cryptocoins traded on that blockchain (typically bitcoins or ethers). Investors receive tokens that can be understood as cryptographically-secured coupons which embody a bundle of rights and obligations. In July 2017, the SEC released an investigative report that highlighted that such tokens can be subject to the full scope of US securities regulation. As a result, issuers increasingly structure ICOs such as to prevent US citizens and residents from obtaining tokens in order to exclude the reach of US securities regulation. However, for the time being, EU citizens and residents are free to invest in tokens. This raises the question to what extent EU securities regulation is applicable to ICOs and, particularly, whether issuers have to publish and register a prospectus in order to avoid criminal and civil prospectus liability in the EU. In conceptual terms, this depends on whether tokens are considered “securities” under the EU prospectus regulation regime. The question is of great practical relevance since, despite the high stakes involving more than $100 million in some ICOs, to our knowledge, up to now not a single token issuer has published or registered any such prospectus. Against this background, this paper develops a nuanced approach that distinguishes between three archetypes of tokens: currency, investment, and utility tokens. It analyzes the differential implications of each of these types, and their hybrid forms, for EU securities regulation. While the variety of tokens offered necessitates a case-by-case analysis, the discussion reveals that at least some types and hybrid forms of tokens are subject to EU securities regulation. By and large, pure investment tokens typically must be considered securities, while pure currency and utility tokens are exempted from securities regulation in the EU. In identifying these archetypes, regulation and market oversight will have to put substance over form. Finally, we spell out criteria for the application of EU securities regulation to hybrid token types. The paper closes by offering two policy proposals to mitigate legal uncertainty concerning token sales. First, we suggest tailoring disclosure requirements to the code-driven nature of token sales. Such an ICO-specific safe harbor would offer a clear and less burdensome path to EU law compliance for token sellers who suspect that their tokens may qualify as securities. This only requires the Commission to amend its delegated 2004 Commission Prospectus Regulation. Second, we propose that, on an international level, governments form a compact to bestow certainty about the application of their respective securities regulation regimes to token sales. This is, first, to avoid regulatory overkill on the one and regulatory lacunae on the other hand in online-mediated, global token sales. Second, overlapping, and partially contradicting, securities regulation regimes can even undermine each other. In the end, only a joint international regulatory regime can efficiently balance investor protection and investor access in the face of the novel generation of decentralized blockchain applications.

The JBBA, the Journal of the British Blockchain Association, is the world's first peer-reviewed, academic Blockchain journal that is available both inprint, and online. The JBBA is a fully open access journal offering a wide-ranging and comprehensive coverage of all facets of DLT/ Blockchain Technology and Cryptocurrencies.

When Bitcoin was in the news earlier this year, little attention was paid to the blockchain technology that underpins it. This is unfortunate as blockchain’s emergence has important implications far beyond cryptocurrency. Our new report cuts through the hype to take an in-depth look at this technology, and analyze its promises and perils for Canadian governments.

This paper continues the work established by others in the research field observing the behaviour of investors in the cryptocurrency market. Through a thorough review of the related literature, the paper will propose no new impeccable evidence but highlight the mountain of circumstantial ones. The paper offers a detailed technical background and an overview of the related behavioural literature. Policy implications and regulations are also briefly discussed.

Cryptocurrencies such as bitcoin or ethereum are gaining ground not only as alternative modes of payment, but also as platforms for financial innovation, particularly through token sales (ICOs). All of these ventures are based on decentralized, permissionless blockchain technology whose distinguishing characteristics are their openness to, and the formal equality of, participants. However, recent cryptocurrency crises have shown that these architectures lack robust governance frameworks and are therefore prone to patterns of re-centralization: they are informally dominated by coalitions of powerful players within the cryptocurrency ecosystem who may violate basic rules of the blockchain community without accountability or sanction. Against this background, this paper makes two novel contributions. First, it suggests that cryptocurrency and token-based ecosystems can be fruitfully analyzed as complex systems that have been studied for decades in complexity theory and that have recently gained prominence in financial regulation, too. It applies these insights to three key case studies: the Bitcoin Hard Fork of 2013; the Ethereum hard fork of 2016, following the DAO hack; and the ongoing Bitcoin scaling debate. Second, the paper argues that complexity-induced uncertainty can be reduced, and elements of stability and order strengthened, by adapting a corporate governance framework to blockchain-based organizations: cryptocurrencies, and decentralized applications built on top of them via token sales. Most importantly, the resulting “comply or explain” approach combines transparency and accountability with the necessary flexibility that allows cryptocurrency developers to continue to experiment for the sake of innovation. Eventually, however, the coordination of these activities may necessitate the establishment of an “ICANN for blockchains”.