Security Token Offerings for Blockchain Systems – Pros and Cons, Regulations, Use Cases, and Technology Infrastructure Platforms
STOs are the Killer Feature of Blockchain Technology Making it Universal in Scope
This article was written specifically with management and team leaders in mind as prospective readers. This is not an introductory article. Of course, We will delve deeply into existing offerings, and spend a lot of time explaining regulatory challenges and the possible consequences of the current regulations. The regulations are a major barrier to the widespread adoption of STOs as a universally available liquidity system. So, we have organized our article into hyperlinks given above. Feel free to skip to the area that you want information on. We want to give you original and insightful ideas from this article. But we need to give you some essential initial material required for that.
To understand what a security token is, we need to know what the Howey Test is. Just to revise:
The Howey Test
A US court judgement in 1946 in a case between Howey and SEC (US Securities and Exchange Commission) made a landmark decision which was called the Howey Test. The SEC is a US regulatory institution set up to oversee financial transaction on securities like bonds, stocks, futures, and options to protect the interests of investors. It has been a strong watchdog for cryptocurrency for years.
The Howey test can be summarized by these three questions:
As investment tokens, the Howey test can be expressed as three independent elements.
1. Is it an investment of money?
2. Is the money invested in a common enterprise?
3. Is there an expectation of profits predominantly from the efforts of others?
All three elements must be met in order for a token or coin to be a security.
Derived from a staff article on manhattanstreetcapital.com
Explanation of a Token
We quote from blockgeeks.com
“It can be a little complicated to pinpoint on an exact definition of a ‘token’. “
“To give you a very wide, non-generalized definition, a token is a representation of something in its particular ecosystem. It could be value, stake, voting right, or anything.”
“A token is not limited to one particular role; it can fulfill a lot of roles in its native ecosystem.”
Tokens are either utility or security tokens.
Definition of Utility Token
“If the token does not pass the Howey test, then it classifies as a utility token. These tokens simply provide users with a product and/or service.”
Definition of a Security Token
A crypto token that passes the Howey Test is deemed a security token. These usually derive their value from an external, tradable asset. Because the tokens are deemed a security, they are subject to federal securities and regulations.
Security Token Offerings (STOs)
“What is an STO?
STO stands for security token offering.
Similar to an initial coin offering (ICO), an investor is issued with a crypto coin or token representing their investment. But unlike an ICO, a security token represents an investment contract into an underlying investment asset, such as stocks, bonds, funds and real estate investment trusts (REIT).
A security can be defined as a “fungible, negotiable financial instrument that holds some type of monetary value,” i.e., an investment product that is backed by a real-world asset such as a company or property.
A security token, therefore, represents the ownership information of the investment product, recorded on a blockchain. When you invest in traditional stocks, for example, ownership information is written on a document and issued as a digital certificate (e.g. a PDF). For STOs, it is the same process, but recorded on a blockchain and issued as a token.
STOs can also be seen as a hybrid approach between cryptocurrency ICOs and the more traditional initial public offering (IPO) because of its overlap with both of these methods of investment fundraising.”
The blockchain has several remarkable advantages that will transform the way the financial world works. Automation is going to take over. How, you might ask. The answer is smart contracts. A smart contract is a segment of code that is executed in the financial market automatically. The execution happens when the corresponding block is transacted. There is no human involvement. The operation specified by the contract is immediately performed when the token in the blockchain is transacted. What is remarkable about this is that currently, the financial world requires middlemen, lawyers, administrators, finance managers, loan managers, banks, shares management, options management, futures managements, asset management and numerous other posts in which people are required to authenticate and correctly perform the transaction requested. With smart contracts all these people will not be as important as they are right now. Smart contracts alone can revolutionize the financial sector. But how will all those assets that are held on stock markets and registers, and even paper records be moved to a blockchain environment? How can we use smart contracts if the underlying system is not a blockchain platform? The answer is – security tokens
Security Tokens Connect Blockchain Systems with Traditional Legacy Markets
Security tokens involve a profit/loss, ownership, shared assets, and investment. So, a security token is just a blockchain token built on the valuation of real-world collateral (asset). In Initial Coin Offerings (ICOs), people buy tokens hoping that the price will rise (and often fall) like Bitcoin. Initial Coin Offerings have no intrinsic value apart from the market sentiment. This makes for volatile, unstable, and problematic markets. So many scams have happened during ICOs that now the SEC is clamping down hard on cryptocurrency and the ICO bubble has officially burst, along with the Bitcoin bubble. There are no regulations or laws that deal with ICOs as they should. STOs, on the other hand, are strictly regulated. More on that later. The reason they did not become popular in 2019 is not clear. There was a lot of hype and expectations regarding security tokens have become duds. However, a security token has value.
STOs are the bridge from traditional legacy markets to blockchain systems.
Any Traditional Asset is Now Blockchain-Ready
STOs allow legacy assets that were never going to be on blockchain or DLT to be traded in blockchain systems. Repeat, stocks, shares, deeds, everything financial can be shifted to blockchain technology. This changes everything.
Now anything is possible. Every legacy financial security can enter any DLT system. They can comply to regulations. They can have strict tax policies. There is no uncertainty against their value. Every financial asset – stocks, futures, options, bonds, shares, physical assets, land, gold, platinum, oil and an innumerable number more – can be tokens in a blockchain! Anything that has monetary value can thus be put onto the blockchain and millions of dollars saved because of eliminating needless infrastructure and manpower. There are massive advantages to this that we can already see. We do not doubt that as the security system environment evolves, innumerably more will be found. As of this writing (August 2020) the biggest advantages that security tokens bring to the market are given below.
Blockchain Development Experts
Advantages of Security Tokens
‘Expect explosive growth for security tokens in the coming months.’ That was the last statement in an article on security tokens in the beginning of 2019. However, 2019 saw little significant growth in Security Tokens. Will that change in 2020?
With the advent of coronavirus, that is a question that cannot be answered right now. But in order that you may understand the advantages that Security Tokens and STOs can offer, here they are:
Disadvantages of Security Tokens
Regulatory Challenges An extract from Wikipedia - STOs
One of the main selling points of cryptocurrencies such as Bitcoin has been the decentralization aspect, by which no government can influence or control the currency. By extension, a cryptocurrency is not directly affected by a specific country’s jurisdiction, sociopolitical environment, or economic events (although volatility to such matters has been perceived numerous times). Such a lack of regulation has led to the rising of large-scale crypto-related criminal activity, ranging from terrorist funding to tax evasion, most of which go untracked and unpunished. Similarly, ICO scams have been an increasingly troublesome matter, causing billions of dollars in losses and damaging the cryptocurrency market’s value as a whole. Security token offerings are seen as a direct response to such matters, being tied to real, registered assets, and regulated by a specific jurisdiction while still allowing such jurisdiction to be picked by the offering party (upon legal registration and permission request). Criticism regarding this attribute includes the possibility of evading one’s country’s laws to digitally perform the same action somewhere else. So far, STOs have been regulated and legalized in many countries where ICOs have not, due to fitting in many already pre-existing regulations regarding securities.
Regulations Country-Wise (from Wikipedia)
The picture, as you can see, is quite complex. Different countries have different laws and regulations. A truly international offering would require a consortium to sort out laws that are amenable to everyone, not just the big investors. The regulations being applied now are given below:
The Current Regulations
According to the authority, because Security Tokens are subject to federal security regulations, they are compliant from the first day itself. So, in the USA, security tokens need to follow these regulations:
Regulation D will allow an offering to avoid being registered by the SEC provided “Form D” has been filled by the creators after the securities have been sold. The individual who is offering this security may solicit offerings from investors in compliance with Section 506C.
So, what does Section 506C require?
It requires verification that the investors are indeed accredited and the information which has been provided during the solicitation is “free from false or misleading statements.
This exemption will allow the creator to offer SEC-approved security to non-accredited investors through a general solicitation for up to $50 million in investment.
For the requirement to register the security, the issuance of Regulation A+ can take a lot more time compared to other options. For the same reason, Regulation A+ issuance will be more expensive than any other option.
This happens when a security offering is executed in a country apart from the US and is therefore not subjected to the registration requirement under section 5 of the 1993 Act. The creators are still required to follow the security regulations of the country where they are supposed to be executed.
Consequent Issues and their Resolution
- A lot of issues remain facing STOs as investment regulations. The main problem is the extremely large amounts required to raise capital because of the accreditation issue.
- Also, STO regulations are complex and differ from country to country. This creates challenges for multi-national companies.
- The SEC is very strict on enforcing regulations, even to the extent of jail time. That has decreased the adoption of STOs for the last two years.
For STOs to boom:
- Regulations need to be uniform.
- Consortiums should be set up to govern STOs internationally.
- Investment accreditation minimum threshold limits must be made realistic.
A number of organizations are already working on these issues. As technology platforms develop, there is a hope that STO regulations will become more feasible for the average John Doe. The are international consortiums working on all these issues as we speak.
More about STO regulatory challenges in a future article.
Use-Cases (with Startups)
Now this is a universal-scope topic. Asking what the use-cases of STOs leads to one single answer – it can be used wherever you need finance! But it does make sense to identify the most promising areas. We will also try to give you startups working in each area. They are:
⦁ Investment and Trading
⦁ Real Estate
⦁ Blockchain and Cryptocurrency
⦁ Advertising and Retail
⦁ Entertainment and Sports
⦁ Business Services
⦁ And many, many more…
The following list of startups running using STOs was compiled from www.tokeny.com. It is a vast and diverse field already, but this is just the beginning because STOs are going to rise – and rise – and rise. The opportunities are endless. Every business or firm running today would benefit from a move to blockchain technology. And we have some fantastic firms providing the technological infrastructure for these startups to thrive.
You can read for yourself the pitches the STO startups make to their customers below:
Neufund is a community-owned fundraising platform. Companies can use our legal and technical infrastructure to legally issue (on our platform) a new type of asset, which we call tokenized equity, and into which virtually anyone can invest. The Neufund platform thus acts as a bridge between the mainstream investment world and the blockchain space.
The BlockEx Digital Asset Exchange Platform manages the entire lifecycle of blockchain based digital assets, including origination, issuance, exchange, settlement and redemption.
GoSecurity is your guide towards a successful security token offering. We offer a highly scalable and secure platform for launching your security token. We provide fully compliant and customizable work-flows for KYC, AML and accreditation.
The Polymath network connects token investors, KYC providers, smart contract developers and legal experts who help form the basis of your securities token.
Archax is a new, institutional-grade exchange for trading asset-backed tokens (digital securities, security tokens, etc.) based in London. Founded by experts from the financial markets and backed by an accomplished advisory board, Archax offers a credible bridge between the blockchain world and the traditional investment space.
Blocktrade brings blockchain-based technologies and crypto assets to a unified and connected marketplace. It is Swiss guarded with the highest security and integrity features, performance driven, high volume and market-depth that meets stringent statutory compliance.
The Blockchain Based Stock Exchange (GSX) aims to be a world-leading institutional-grade token sale platform and digital asset exchange. Built upon principles of decentralisation and community consensus.
Switzerland’s stock exchange owned and managed by SIX announced on 6 July 2018 that it is building a fully integrated trading, settlement and custody infrastructure for digital assets.
Switzerland’s stock exchange owned and managed by SIX announced on 6 July 2018 that it is building a fully integrated trading, settlement and custody infrastructure for digital assets.
The solution is ideal for Asset Managers and Custodians looking for convenience and streamlined operations with zero compromise on security.
Swiss Crypto Vault AG was established in a strategic partnership between Swiss Gold Safe AG and Bitcoin Suisse AG to provide the combined expertise in storage and crypto asset handling.
For offerings of stock, debt and tokens (“coins”) conducted pursuant to US Securities regulations, including A, D, CF, S, S-1, S-11, and EB5. They provide a suite of services delivered with technology for back office support and compliance.
Smartlands is a worldwide Platform for tokenization of real economy assets by issuing asset-backed tokens (ABT). Use a ready, secure and proven solution developed by Smartlands. In cooperation with Stellar and other partners on Platform development.
Templum is an innovative financial technology company focusing on creating a regulatory compliant marketplace for the primary issuance and secondary trading of digital assets through security tokens. Templum will offer issuers a platform for the initial sale of their tokenized securities and both issuers and investors a centralized platform for secondary trading.
By combining the emerging secondary market and crypto The Elephant is an enhanced online platform that opens the door to investments in the world’s most auspicious, important and interesting private companies prior to their liquidity event. Enabling pre-IPO companies’ shareholders to sell their shares prior to a liquidity event and for investors to invest in such shares through dedicated partnerships represented by tokens.
InvestaCrowd brings together a global team of experts across finance, technology, legal, and private equity investing, to offer key infrastructure platforms to build out the digital age of private securities. InvestaCrowd offers primary issuance + secondary trading solutions for tokenized securities all in one place.
Black Manta Capital Partners is a BaFin regulated and MiFID II compliant one-stop-agency for all technical, financial, and legal aspects of security tokenization. BMCP is authorized to provide regulated financial brokerage services using blockchain technology.
DAN is the primary source of digital asset market intelligence, and the deal platform for issuers, investors, and service providers.
STOFilter intends to educate and inform people about the new digital asset ownership model known as security token offerings.
STOAnalytics is a first STO listing aggregator. All published STOs have rating and analytic review
STOcheck is the place to discover Security Token Offerings
There are different software products for blockchain, each with its own advantages and disadvantages. Some, like R3 Corda, were built specifically for financial markets. Tezos, on the other hand, was built with the capacity to evolve itself using smart contracts. Hyperledger Fabric is the earliest and a very mature platform for diverse offerings. We examine them below:
The key features of Hyperledger Fabric and what differentiates it from other distributed ledger technologies are
Open smart contract model — flexibility to implement any desired solution model (account model, UTXO model, structured data, unstructured data, etc.)
Low latency of finality/confirmation
Flexible approach to data privacy: data isolation using ‘channels’, or share private data on a need-to-know basis using private data ‘collections’
Support for EVM and Solidity
Designed for continuous operations, including rolling upgrades and asymmetric version support
Governance and versioning of smart contracts
Flexible endorsement model for achieving consensus across required organizations
Queryable data (key-based queries and JSON queries)
Behind every great open source technology, sits a strong community. The Hyperledger Fabric community has continuously improved the security, usability, robustness, performance, and feature set — all qualities that are of critical importance to enterprise users.
To date, there are no other distributed ledger technology frameworks that enjoy the breadth of adoption by Cloud Service Providers such as AWS, Azure, IBM, Google, and Oracle. The importance of open source and the community.
The Hyperledger community is comprised of many world class technology providers and individual contributors, all collaborating to evolve blockchain technologies at record pace. Due to the diverse ecosystem, it supports the foundation for innovation, quality, and quick delivery that only open source can provide.
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There is much more to explain in each application because multiple companies have taken on similar sectors acting together. The Linux Foundation manages Hyperledger.
What is Tezos?
Tezos is an open-source platform for assets and applications that can evolve by upgrading itself. Stakeholders govern upgrades to the core protocol, including upgrades to the amendment process itself.
Self-amendment allows Tezos to upgrade itself without having to split (“fork”) the network into two different blockchains. This is important as the suggestion or expectation of a fork can divide the community, alter stakeholder incentives, and disrupt the network effects that are formed over time.
In Tezos, all stakeholders can participate in governing the protocol. The election cycle provides a formal and systematic procedure for stakeholders to reach agreement on proposed protocol amendments.
Proposed amendments that are accepted by stakeholders can include payment to individuals or groups that improve the protocol. This funding mechanism encourages robust participation and decentralizes the maintenance of the network.
Tezos offers a platform to create smart contracts and build decentralized applications that cannot be censored or shut down by third parties. Furthermore, Tezos facilitates formal verification, a technique used to improve security by mathematically proving properties about programs such as smart contracts.
Participants (“nodes”) in decentralized, peer-to-peer networks provide the necessary computational resources that keep a network up and running. Proof-of-Stake (PoS) is the mechanism by which the various participants in Tezos reach consensus on the state of the blockchain.
In PoS, a security deposit is required to participate in the consensus process and avoid being diluted by inflation. As in proof-of-work, the consensus protocol relies on an honest majority for its security which is incentivized directly by the Tezos protocol by penalizing dishonest behavior and rewarding honest behavior.
Corda is distributed ledger software for recording and processing shared data such as contracts, designed to implement the vision contained in this document; our smart contract is an agreement whose execution is both automatable by computer code working with human input and control, and whose rights and obligations, as expressed in legal prose, are legally enforceable.
Corda’s design was initially driven by the needs of regulated financial institutions but turns out to be far more universally applicable.
It is heavily inspired by blockchain systems, but without the design choices that make traditional blockchains inappropriate for the execution of real-world business transactions.
Our fundamental building block is a “state object”, representing a specific instance of a specific agreement, which may be thought of as representing a real-world contract or section of a contract.
This stands in contrast to systems where the data over which participants must reach consensus is the state of an entire ledger or the state of an entire virtual machine.
Corda provides three main tools to achieve global distributed consensus:
- Smart contract logic which specifies constraints that ensure state transitions are valid according to pre-agreed rules, described in contract code as part of CorDapps.
- Uniqueness and timestamping services known as notary pools to order transactions temporally and eliminate conflicts.
- A unique component called the flow framework which simplifies the process of writing complex multi-step protocols between multiple mutually distrusting parties across the internet.
We begin with the idea of a global ledger: a reliable single source.
However, in our model, it is not the case that transactions and ledger entries are globally visible.
A transaction between a group of parties is visible only to them, and to those whose own view of the ledger in the future may depend on verifying the validity of this transaction.
The foundational object in our concept is a state object, which is a digital document which records the existence, content, and current state of an agreement between two or more parties.
It is intended to be shared only with those who have a legitimate reason to see it.
The ledger is defined as a set of immutable state objects.
Updates are applied using transactions, which consume existing state objects and produce new state objects, thus creating chains of provenance.
There are two aspects of consensus:
- Transaction validity: parties can reach certainty that a proposed update transaction defining output states is valid by checking that the associated contract code, which is required to be deterministic, verifies successfully and has all the required signatures; and that any transactions to which this transaction refers are also valid.
- Transaction uniqueness: parties can reach certainty that the transaction in question is the unique consumer of all its input states.
Consensus over transaction validity is performed only by parties to the transaction in question. Therefore, data is only shared with those parties which are required to see it.
Other platforms generally reach consensus at the ledger level. Thus, any given actor in a Corda system sees only a subset of the overall data managed by the system.
Corda has “pluggable” uniqueness services. This is to improve privacy, scalability, geographic availability, legal-system compatibility, and algorithmic agility.
Any financial application used in the world today can be implemented efficiently in R3 Corda. R3 Corda has no blocks, no miners, no globally visible blockchain, and a pluggable system of consensus. It is specially targeted for the financial industry. Expect industry-wide adoption before very soon because R3 Corda is not exactly a blockchain as it is normally defined but is ideal for a number of use-cases where privacy is an issue. Because it provides privacy of transactions and pluggable mechanisms, we believe R3 Corda has the best prospects as industry adoption is concerned.
Keep safe from Coronavirus – tell your companies you own and/or manage about blockchain opportunities and STOs. This is a perfect case for remote work. There are thousands of opportunities because this is a trillion-dollar market. Understand the possibilities. Seize your opportunities. Will you be the next big name in crypto?
All the best!
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Blockchain is known as ‘Distributed Ledger Technology’ (DLT), is an increasing record of files, known as blocks, which are Connected using cryptography. Each block identifies the prior block and together create the blockchain. In Blockchain document timestamps couldn’t be tampered with timestamps of files, hence rendering it tamperproof and powerful in safety.
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Each transaction is confirmed as we go. This massively increases privacy (your transaction is not intermingled with everybody else’s) and, because we support multiple notaries on the same network, also enables things to go faster. So Corda is both a blockchain and not a blockchain!
R3 stands for Reduce, Reuse, Recycle.
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- What are challenges is blockchain adoption?
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