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TL;DR: At the most basic level, a security token is a digital representation of tradable financial assets such as shares in a company’s stock; a security token offering is a regulatory-compliant method of raising funds by selling blockchain-based security tokens.
History of the Security Token and Security Token Offering
At the height of the ICO craze the cryptocurrency and blockchain world was tarnished by a number of bad actors who used the lack of regulation and scrutiny around ICOs to con people out of their investments. Given that cryptocurrency already had an (undeserved) bad reputation in the eyes of the general public, this hindered the huge number of legitimate projects who were looking to use ICOs to start up revolutionary new businesses.
At the time – referred to as the Wild West of crypto days – there was a particular project which brought this issue to the attention of regulators. Known as the DAO (Decentralised Autonomous Organisation), the project was intended to run a decentralised company using smart contracts and managed to amass approximately $250 million of funding (depending on the price of ether used at the time) through its ICO. Unfortunately, a vulnerability in the DAO code was exploited to withdraw approximately $70 million worth of ether. This led to a number of huge and far-ranging consequences, but the one most relevant here was to bring the issue of ICOs to the attention of the United States Securities and Exchange Commision (SEC) which eventually produced a report that included the following statement:
“Tokens offered and sold by a “virtual” organization known as “The DAO” were securities and therefore subject to the federal securities laws. The Report confirms that issuers of the distributed ledger or blockchain technology-based securities must register offers and sales of such securities unless a valid exemption applies. Those participating in unregistered offerings also may be liable for violations of the securities laws.”
Whilst no legal action was taken by the SEC at the time, it warned that all future ICOs (or other cryptocurrency fundraising methods) would be subject to the relevant regulations as determined by the use of the token as a security or utility token.
Whilst many lamented this decision, and US citizens were effectively restricted from participating in further ICOs as the fundraisers barred US participation to avoid this ruling affecting them, others realised the power of embracing the regulation for fundraising with security tokens. Thus, the STO (Security Token Offering) was born.
What is a Security Token?
At its core, a security token is an investment in a company; it is a digital representation of tradable financial assets, such as shares in a company’s stock. A person purchasing security tokens would expect financial gain from holding it – as opposed to a utility token where they would gain another benefit (such as access to a service for example).
The most commonly used metric to determine if a token is a security token is the Howey test, which states that a token is a security if:
Securities can come in the form of stocks and shares, bonds, debentures, notes, options, warrants or various other forms of tradable financial asset.
What is a Security Token Offering?
A Security Token Offering (STO) is essentially the same as an ICO, except it conforms to regulatory requirements for security tokens. That is to say, it is a regulatory-compliant method of raising funds using tokens issued on a blockchain.
What are the benefits of security tokens and STOs?
The benefits of using security tokens and STOs can be broken down into two main aspects: The benefits of using blockchain-based fundraising compared to traditional methods, and the benefits of STOs compared to ICOs.
The benefits to blockchain-based fundraising are similar to the benefits of blockchain.
These can be broken down as follows:
2. Benefits of STOs Vs. ICOs
Although ICOs drew a lot of attention and investment very quickly, they had issues with their unregulated nature. STOs remedy this; however, as they are still a new development, the regulations and procedure for implementing them has not yet become standardised and straightforward. The benefits of STOs over ICOs include:
Links to useful articles:
https://blockgeeks.com/guides/video-guide-what-is-an-sto/
https://www.ccn.com/what-is-an-sto
https://medium.com/swlh/the-story-of-the-dao-its-history-and-consequences-71e6a8a551ee
https://www.sec.gov/news/press-release/2017-131
https://consumer.findlaw.com/securities-law/what-is-the-howey-test.html