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ETH The SEC releases answers to frequently asked questions on crypto assets, detailing applicable standards for securities laws
The U.S. Securities and Exchange Commission (SEC)'s Corporate Finance Division released a new set of frequently asked questions (FAQs) on September 25, further explaining how federal securities laws apply to crypto assets. The guidance supplements the previous explanatory statement issued by the committee in March.
It needs to be clear that this guidance document has no legal effect and has not been formally approved or rejected by the committee. These FAQs do not change existing laws or create new legal obligations.
Pledged receipt tokens: Used as certificates rather than securities
SEC staff pointed out that some pledged receipt tokens may meet the definition of "digital instruments" rather than "securities" and function similar to receipts proving ownership of the underlying digital goods. In some cases, such pledged receipt tokens themselves can also be classified as digital goods.
Pledged tokens issued by protocol-based liquidity pledge providers can be classified as digital goods if they are linked to programmatic activities of functional cryptographic systems and their value stems from supply and demand dynamics.
Token repurchase: Context matters
The company's finance department stated that announcing a token repurchase for an already operating crypto network does not in itself necessarily result in the relevant token being considered part of the investment contract. However, this principle does not apply to networks that are not yet in use, especially if issuers promote buybacks as a source of income for holders.
The way the project is presented is equally critical. Staff emphasized that if the issuer portrays the repurchase program as an activity that creates revenue or returns for token holders, the announcement may constitute such a commitment. This is an important warning for crypto project teams who are trying to borrow the capital return tactics of listed companies.
Describing token buybacks as "treasury management","supply reduction" or "agreement-funded destruction" has completely different meanings and potential legal implications than promoting them as "investor gains."
Other Key Considerations
FAQs also involve the definition of continuous development and marketing activities. In general, encouraging the use of existing functions alone does not constitute a commitment at the management level; general remarks about future functions may not fall within this standard. However, when promotions directly link planned issuer activities to expected investor profits, the results may be different.
In addition, the guide also clarifies the role of providing a trading platform in the secondary market for crypto assets. Staff said that trading platforms will only be regarded as promoters if they meet the definition of "promoter" in Article 405 of the Securities Law. The SEC will not regard all secondary market platforms as issuers or promoters simply because they facilitate trading in cryptoassets.
Industry response
该指导方针立即获得了加密行业部分人士的高度评价。Uniswap 创始人 Hayden Adams 称这些答案为“极具价值”。此次 FAQs 澄清了机构 3 月份对联邦证券法的解释如何具体应用于加密资产，包括功能性网络、质押收据代币以及可能构成投资合同的声明。
