更新时间:2021-06-24 14:49:42
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Title Page
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Security Tokens and Stablecoins Quick Start Guide
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Preface
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What this book covers
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Introduction to Blockchain
A brief overview of the blockchain technology
Bitcoin
Ethereum
Evolution of blockchain
Bitcoin basics
The distributed ledger
The consensus mechanism
Keys and digital wallets
Ethereum basics
Ethereum cryptocurrency and tokens
Smart contract
Ethereum virtual machine
Ethereum gas
Account
Oracle
Off-the-chain data
PoS
Performance considerations
Miscellaneous comments
Summary
STO - Security Token Offering
A traditional fund raising roadmap for startups
Seed money
Angel investors and angel funds
VC fund
Private equity firms
Mezzanine capital/fund
IPO
Pros
Cons
The initial coin offering
Coins and tokens
Crowdfunding
ICO and its difference to IPO
The ICO bubble
The STO
Security
STO verses ICO
STO versus IPO
Challenges of STOs
Monetizing Digital Tokens Under US Security Laws
What is an STO?
Overview of US securities laws
Federal regulations
Section 5 of the Securities Act of 1933
Section 3(b)(1) and (2) / Regulation A/A+ offerings (Mini IPOs)
Exemptions to Section 5 of Securities Act of 1933
Section 4(a)(2) / Reg D – Rule 506(b) and (c) – private placement exemption
Section 3(b)(1)/ Rule 504 – small issuance
Limitation of Rule 504 and 506 – bad actor disqualifications
Section 4(a)(5) – accredited investor exemption
Section 4(a)(6) / Regulation Crowdfunding – crowdfunding exemption
Section 3(a)(11) / Rule 147 (added by JOBS Act 2012) – intrastate offering
Regulatory issues with respect to exemptions under the Securities Act
Other related regulatory regimes
Federal regulators
State regulations
Resale of securities Rule 144/144A/Section 4(a)(1½ ) / Section 4(a)(7)
Rule 144 exemption
Rule 144A exemption
Section 4(a)(1½) exemption
Section 4(a)(7) exemption
Securities laws development in blockchain and digital cryptocurrencies
SEC alerts
Report of Investigation Pursuant to Section 21(a) of the Exchange Act – The DAO (July 25 2017) (the DAO report) – the application of the Howey test
Legal analysis by the SEC
SEC's conclusion
Security trading
Real cases
Munchee Inc. (Munchee order December 11 2017)
AirFox case (November 2018)
The Paragon case (November 2018)
SEC versus PlexCorps et al.
Crypto Asset Management case (September 2018)