As of date, cryptocurrency has remained largely unregulated, if not at all, in most jurisdictions. Hence the challenge which it has become to the international market as regards its classification namely, whether it is a security, currency or a commodity. Paradoxically, this is where its appeal resides. Indeed, as of date, cryptocurrency has operated independently of intermediary entities and therefore ‘escaped’ regulations and simultaneously the scrutiny of regulators globally. Amidst this scenario, cryptocurrency has flourished. Nevertheless, “for these same reasons, crypto has also shown itself to be extremely volatile, susceptible to fraud, and lacking sufficient investor protections3 .”
Whilst there is no debate as to whether cryptocurrency is an asset, nevertheless, it is less clear whether it is a security. Yet, the determination is vital because of the increasing demand in cross-border transactions to capture cryptocurrency as part of the collateral in support of loans or other forms of financing.
In order to address the issue, it is important to (i) first understand and define the key terms “cryptocurrency” and “security” under the law (ii) then review the position taken by (a) the regulators (b) the courts and, (iii) express a view where the future of cryptocurrency will reside.
This article will examine the standpoints taken by Mauritius and United States of America.
CRYPTOCURRENCY – DEFINITIONS AND ANALYSIS
Defining cryptocurrency
At the fundamental level, cryptocurrency is a form of currency. However, what demarcates it from traditional currencies is that it is (i) digital or virtual in nature (ii) neither owned and/or controlled by any Government or a related authority nor (iii) is it issued by a central bank. Instead, it is issued by a decentralised network of computers to record transactions and issue new units. It is stored in what is known as digital wallets. In essence it is anonymous.
Cryptocurrency operates through blockchain technology as it uses the decentralised model and is digital in nature. It uses cryptography and other techniques to regulate its supply and to keep track of its ownership to safeguard the system. Hence the belief that it is reliable and cannot be tampered with considering its modus operandi and its digital nature.4
The most well-known cryptocurrency is undoubtedly Bitcoin whose creator Satoshi Nakamoto claimed in late 2008 that it was “purely peer to peer cash 5” ‘which could be controlled outright by the holder, and sent to anybody without needing a bank’s permission – it is a censorship resistant 6’. Other well-known cryptocurrencies are Ethereum and Litecoin.
The common denominator which cryptocurrency shares with traditional banks is that it also uses a ledger. However, whilst the ledger of traditional banks is maintained and kept by the banks themselves, a cryptocurrency ledger is maintained within the decentralised network of computers within which it operates i.e. distributed ledger. As a result of this modus operandi, every participant in the cryptocurrency chain has a copy of every transaction which is arranged in blocks from the start of the system. Each block is cryptographically linked to the previous block hence the appellation ‘blockchain’.
A review of meanings ascribed to it lends the view that there is consensus that it denotes “a decentralised digital currency that uses cryptography to secure and verify transactions as well as to control the creation of new units”. It is a currency which “operate[s] independently of a central bank and [is] designed to function as a medium of exchange” 7.
As to the phrase “cryptocurrency token”, it denotes a digital asset which is “created on a blockchain network and can be used to represent ownership of an asset or to facilitate the execution of smart contracts.” Tokens fall into three types which vary in accordance with their functions. The demarcation between a cryptocurrency token from security tokens, utility tokens and asset-backed tokens is that a cryptocurrency token is mainly used as a method of payment while other tokens are used mainly for ease of representing the ownership of an asset or to facilitate smart contracts.
In brief therefore, while the term ‘cryptocurrency’ refers to a standalone digital currency, the term ‘cryptocurrency token’ denotes a digital asset built on a specific blockchain. A cryptocurrency token is not a currency but something else.
Defining security
The Mauritian Perspective
In Mauritius, cryptocurrency is regulated by the Virtual Assets and Initial Token Offering Services Act 2021 (‘VAITOS Act“). An analysis of this legislation indicates that while cryptocurrencies are acknowledged as assets, nevertheless cryptocurrencies have been excluded from the scope of the meaning of “securities” 8.
Under the Mauritian legal framework, the term “asset” refers to movable and immovable properties, both tangible and intangible9 and therefore includes a virtual asset 10”. Cryptocurrencies, being intangible by nature, fall within this definition. However, they are expressly set apart from the term “securities’ as under the Mauritian legislation. As regards the term ‘security’, Mauritius law 11 captures a wide definition but specifically excludes from its scope “a virtual token under the [VAITOS Act] 12 .”
The USA Perspective
In the USA, it is still unsettled whether cryptocurrency is a security considering the absence of a specific legislation or regulation that governs it and, the varied standpoints taken both by the US Securities and Exchange Commission (‘SEC’) as regulator and the US Supreme Court (‘US Supreme Court’). As it was aptly re-affirmed recently, “private companies, lawmakers, and regulators have tussled over whether cryptocurrencies are considered securities 13”.
The starting point in the United States is that securities are regulated by the Securities Act 1933 (‘US Securities Act’) and the US Securities Exchange Act 1924 14 (‘US Exchange Act’) as federal law. The US Securities Act is geared on investor protection and endeavours to achieve this by focusing on two objectives namely (i) ensuring that investors receive vital information in respect of securities being offered on public sale and, (ii) guarding against any deceit, misrepresentations and other fraud when securities are sold15. As regards the US Exchange Act it lays down the mandatory requirement that all “exchanges” must be registered with the SEC whilst admitting some exceptions to the rule.
Under the US Securities Act, the term ‘security’ captures a wide spectrum of instruments as follows:
‘‘security’’ means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a ‘‘security’’, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.”
As to the question of “exchange” under the US Exchange Act, it is defined broadly and captures any “organisation, association, or group of persons16 ” which provides a marketplace for the trading of securities. The US Exchange Act also imposes a registration requirement on traded securities as opposed to the US Securities Act which creates the obligation to register offerings of securities17. However and notwithstanding the difference in languages, it is understood that the definition of security under the US Securities Act and the US Exchange Act are treated as identical regardless of the differences in drafting. A failure to register whether under the US Securities Act or the US Exchange Act empowers the SEC to lodge enforcement proceedings18.
Thus, a cryptocurrency will qualify as a security once it satisfies two requirements19. First, it meets the Howey 20 test which the US Supreme Court developed to determine whether a transaction is an “investment contract.” These are in essence investments of money in a common enterprise with the expectation that profits will be derived solely from the efforts of others21. Secondly, if the registration requirements under the US Securities Act and the US Exchange Act have been satisfied.
Under the US Securities Act, public offerings as well as sales of securities to the general public must be registered with the SEC . The notable exceptions are those which (i) relate to securities sold outside the US to a non-US person (ii) sales of securities of up to 35 non-accredited, “sophisticated” investors, regardless of net worth and (iii) sales of securities to certain “accredited investors” including sales to individuals who, jointly with their spouses, reckon a net worth above USD 1 million.
The Howey Test
The Howey test was developed in 1946 by the US Supreme Court in the Howey23 case which was brought by the SEC to determine whether an instrument was an “investment contract”. If so, it was security and had to be registered under the US Securities Act and the US Exchange Act.
The US Supreme Court held that an “investment contract” was a “contract, a transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party 24.”
The US Supreme Court went further to hold that the term ‘security’ “embodies a flexible rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes devised by those who seek the use of the money of others on the promise of profits 25.” Of importance, the US Supreme Court held that “[i]n searching for the meaning and scope of the word ‘security’ … form should be disregarded for substance and the emphasis should be on the economic reality26 ”.
The US Supreme Court identified four components to the Howey test namely:
- an investment of money;
- in a common enterprise;
- with the expectation of profit; and
- derived solely from the efforts of others.
In this regard, the SEC has taken the view that that the scope of the Howey test actually captures any contract, scheme, or transaction and will prevail whether or not an investment contract displays the characteristics of securities27. Indeed, the SEC has taken the stand that once a scenario displays “investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others 28”, then we are in the realm of an investment contract.
Limb 1 – Investment in Money
Under the first limb, an investment in money requires that the investor commits his assets to the company in such a manner that the investor is subject to financial loss.
The focus of this limb is what was offered and promised to the purchasers i.e. what character the instrument is given in commerce by the terms of the offer, the plan of distribution and, the economic inducements held out to the prospect.29
It is to be noted that today, this scope of the first limb has been widened to capture assets not being money.
Limb 2 – Common Enterprise
The US Supreme Court stated that “a common enterprise is a venture ‘in which the fortunes of the investor are interwoven with and dependent upon the efforts and success of those seeking the investment …”
In the Eurobond Exchange case 30, it was held that “it is not necessary that the fortunes of the investors are linked with those of the promoters, thereby establishing the requisite element of vertical commonality. Thus, a common enterprise exists if a direct correlation has been established between success or failure of [the promoter’s] efforts and success or failure of the investment. 31”
Limb 3 – Profits
The US Supreme Court in Howey defined the term “profit” as “either capital appreciation resulting from the development of the initial investment . . . or a participation in earnings resulting from the use of investors’ funds 32.” The promised return may be fixed or variable and may be marketed as low-risk or “guaranteed33.”
Limb 4 – Derived from the efforts of others
A distinction needs to be drawn on whether the profit derives mainly or exclusively outside the investor’s control. Where an investor has little or no control over the investment’s management, then it is likely that the investment is a security. However, where an investor is able to exercise influence on the management of an investment it is unlikely that it will be a security.
On this specific limb of the Howey test, the SEC has issued guidelines to help determine whether a profit emanates from the efforts of a promoter or third party is assessed on 2 points namely, whether (i) the purchaser reasonably expects to rely on the efforts of a promoter or third party (ii) these efforts are the undeniably significant ones as opposed to efforts that are more official in nature.34
Overall therefore, the Howey test makes it clear that substance prevails over form and that economic realities are to be taken into consideration when determining whether an investment contract is a security under the US Securities Act.
Analysis – Does Cryptocurrency satisfy the Howey test?
On this issue there are two positions which are fundamental namely those of the SEC and the US Supreme Court.
The Standpoint of the SEC
On 06 June 2018, at an interview with the CNBC35, Jay Clayton, the then Chairman of the SEC was clear that cryptocurrency was not a currency.
His statement during his interview with the CNBC 36 is unambiguous and noteworthy:
“We are not going to do any violence to the traditional definition of security that has worked for a long time.
Cryptocurrencies: These are replacements for sovereign currencies, replace the dollar, the euro, the yen with bitcoin. That type of currency is not a security.37”
A cryptocurrency like Bitcoin doesn’t pass the Howey test. While Bitcoin meets the test’s first prong, it doesn’t satisfy the second and third elements. With Bitcoin there is no common enterprise where investors are pooling their funds, there’s no promoter or issuer, and as investor’s success isn’t reliant on the efforts of others.
As opposed to being a security, Bitcoin, which has never sought public funds to help develop its technology, is considered an asset in a similar vein as gold or diamonds.
A token, a digital asset, where I give you money, and take a venture, and in return for giving you my money, I say ‘you can get a return that is a security, and we regulate that”.
Clearly therefore, the drivers of the SEC’s standpoint in 2018 were policy considerations built arguably on the ‘economic realities’ factor which the Howey case highlighted. The onus is on developers to establish that their cryptocurrency is not a security.
Interestingly, the views which Gary Gensler38, the current Chairperson of the SEC, expressed during an interview on 06 June 2023 with CNBC39, was that the SEC’s position was that “we don’t need more digital currency … we already have digital currency: it’s called the U.S. dollar. We have not seen, over the centuries, that economies and the public need more than one way to move value …/… there has been clarity for years for crypto and exchanges just need to come into compliance 40.”
His recent statement to the CNBC as Chairman of the SEC is being commented as ‘Gary Gensler’s Evolving Position on Crypto 41” as it stands in sharp contrast to his previous standpoint at a time when he was just appointed into his role in February 2021. Indeed, in March 2021, Gary Gensler once again confirmed his position as an advocate of cryptocurrency when he spoke in favour of transformative financial technology and stated that “markets – and technology – are always changing. Our rules have to change along with them …/… and financial technology can be a powerful force for good – but only if we continue to harness the core values of the SEC in service of investors, issuers and the public. 42”
Commentators have promptly brought to light his original position as an advocate of digital currency at the Massachusetts Institute of Technology under the latter’s Digital Currency Initiative. His statement was equally unambiguous “shared blockchain applications might help jumpstart multiparty network solutions in fields that historically have been fragmented or resilient to change. Even in this slightly less ambitious form ../… cryptocurrencies and blockchain technology have already prompted real change and can continue to do so 43.”
Furthermore, during his speech at an event of the Practising Law Institute on 08 September 2022, Gary Gensler was emphatic that the cryptocurrency industry did not require special rules or new guidelines and that the existing SEC rules adequately captured cryptocurrencies. Of importance, he emphasized on the need for companies operating with cryptocurrencies to register with the SEC under the US Securities Act and the Exchange Act – “don’t wait for us to knock on your doors 44.” He justified his standpoint by saying “nothing about the crypto market is incompatible with the securities law.45
Clearly, the dramatic change of standpoint of the SEC is understandable if one remembers the extraordinary intervening events namely, the collapse of the FTX in 2022 and the collapse of the Silicon Valley Bank in March 2023 indeed call for a fundamentally stricter approach on the part of the SEC as regulator as the times call for caution considering what is at stake.
In this regard, the Executive Order on Ensuring Responsible Development of Digital Assets signed by President Biden on 09 March 2022 in which he called for federal agencies to scrutinise intensely the pros and cons of cryptocurrencies becomes prophetic and fully puts into perspective the recent statement of Gary Gensler for the SEC.
The Standpoint of the US Supreme Court
Since the Howey case, the US Supreme Court had an opportunity to confirm its standpoint on cryptocurrency in the enforcement actions which the SEC lodged under the Securities Act.
SEC v. Terraform Labs Pte. Ltd. and Do Hyeong Kwon – Coinbase 46
The latest pronouncement of the Supreme Court was on 31 July 2023 in the Coinbase case in which the SEC had alleged that Coinbase engaged in the unregistered offer and sale of securities. Coinbase had strongly denied that it had listed any crypto asset securities.
In Coinbase, the US District Judge Jed Rakoff from the US District Court for the Southern District of New York held that cryptocurrencies are considered securities regardless of the context in which they are sold47. Importantly, he held that on the basis of the existing legal framework “[c]ourt declines to draw a distinction between these coins based on their manner of sale, such that coins sold directly to institutional investors are considered securities and those sold through secondary market transactions to retail investors are not.48”
The Coinbase decision in effect goes against a previous determination delivered in July 2023 by Judge Analisa Torres from the S. District Court for the Southern District of New York in the Ripple49case in which it she held that Ripple would not qualify as a security in all scenarios.
SEC v Ripple Labs – Ripple 50
In the Ripple case, the SEC alleged that Ripple Labs were unlawfully offering and selling securities contrary to the US Securities Act. This was denied by Ripple based on an argument regarding Programmatic Sales, Other Distributions and XRP sales which were accepted by the court.
Importantly, on the question of whether a cryptocurrency was a security, Judge Torres held that the XRP token did not inherently meet the criteria for an investment contract under the Howey test. She made a similar finding regarding the XRP sales which she found had taken place on digital asset exchanges and were anonymous. Thus, the transactions did not meet certain criteria of the Howey test for an investment contract.
In particular, Judge Torres took the view that contrary to sophisticated VCs and other institutional investors who were protected by the securities legislation when they purchased the XRP tokens, the retail investors were not protected. This was because they made their purchase through crypto exchanges. As a result, the purchases made by the retail investors were not protected.
Judge Torres took the view that when the institutional investors purchased XRP tokens, these were transactions that involved securities under the Howey test. However, the retail transactions failed the Howey test as these purchases were not investment contracts.
In the words of Judge Torres:
“[w]hereas the Institutional Buyers reasonably expected that Ripple would use the capital it received from its sales to improve the XRP ecosystem and thereby increase the price of XRP . . . Programmatic Buyers [i.e., retail buyers and sellers] could not reasonably expect the same. Indeed, Ripple’s Programmatic Sales were blind bid/ask transactions, and Programmatic Buyers could not have known if their payments of money went to Ripple, or any other seller of XRP.51”
CONCLUSION
Whilst in Mauritius, cryptocurrency is recognised as an asset under the VAITOS Act, it is not recognised as a security. Indeed, the VAITOS Act clearly separates virtual assets from securities under the Mauritius Securities Act 2005, except in cases where the Mauritian Financial Services Commission determines that a virtual token possesses characteristics similar to those of a security. This flexible regulatory framework allows for the adaptation of the law to the evolving nature of cryptocurrency markets, ensuring that both innovation and investor protection are prioritized. As the global cryptocurrency landscape continues to develop, the Mauritians approach to cryptocurrency regulation demonstrates a balanced and pragmatic strategy, one that could serve as a model for other jurisdictions seeking to regulate this emerging sector.
Similarly, under the US regime, it is not a settled proposition as to whether cryptocurrency is a security given the “economic realities” element which the US Supreme Court admitted to the Howey test and the fact that not all cryptocurrencies are the same. Indeed, some cryptocurrencies may be classified as a security and others may in fact be classified as a commodity which is already regulated. Classification matters.
Nevertheless, the fact remains that in the light of the recent dramatic turn of events for the FTX Exchange and the collapse of the Silicon Valley Bank almost overnight and their repercussions globally, the time has come to have a serious rethink about the principle of liberalising the market and accommodating space for the emerging technologies. Indeed, the increasing use of cryptocurrency exchanges and the amounts invested in them makes it clear that the international market has accepted it as a trading tool and we must not ignore the ramifications which this carries in its wake.
It is the author’s view that the time has come for legislating specifically on cryptocurrencies and related emerging technologies despite the affirmations of the current SEC Chairman Gensler in 2022 that there will not be further regulations to capture cryptocurrencies within the ambit of the SEC’s regulatory powers.
Indeed, the share of the market which the figures mentioned at the outset make it unambiguous that there is a growing investors’ appetite for and solid place which cryptocurrencies now occupy in the international liberalised market. As it has rightly been said “FTX’s collapse reiterates the need for comprehensive U.S. regulation of crypto markets …/… with a solid foundation.52
Thus, the time has come for regulation with a caution to avoid over regulation as cryptocurrency is known for its volatility and therefore inherent risks. The Rakoff judgment certainly calls for clarity and an enhanced role of regulators and the courts over the increasingly popular and highly lucrative crypto markets. Indeed, this case is a clear failed attempt by the SEC to urge cryptocurrency companies to register under the Securities Act.
Indeed, whilst cryptocurrency for the time being is being seen by the US Supreme Court from the perspective of an investment contract, the real issue in my view will arise when cryptocurrency seriously moves to another sphere namely crypto lending. Loans supported by cryptocurrency are secured loans because borrowers are using their digital assets as collateral for their loans. While this is a well thought strategy to shift potential capital gains to a date in the future, nevertheless we are in fact dealing with activities that replicate banking and these involve parties who escape the scrutiny of the SEC or other regulators in other jurisdictions as there are no interest-bearing accounts involved53. The statement by Rep. Patrick McHenry in April 2023 that the U.S. will have a crypto bill soon54 is noteworthy.
The concluding thought on the debate is that the time clearly calls for regulating cryptocurrency whether as a security or a new genre on the caveat that when doing so the “SEC should be weary of overreach55” as not all crypto is intended to operate as a currency56.
¹ https://www.embroker.com/blog/what-is-the-howey-test
4 https://www.getsmarter.com/blog/career-advice/the-relationship-between-blockchain-and-cryptocurrency
5 https://bitcoin.com.au/education/
6 https://casebitcoin.com/censorship-resistant
8 the Mauritian Securities Act 2005 (the term “securities” means the following:
- shares or stocks in the share capital of a company, whether incorporated in Mauritius or elsewhere, other than a collective investment scheme;
- debentures, debenture stock, loan stock, bonds, green bonds, convertible bonds or other similar instruments;
- rights, warrants, options or interests in respect of securities mentioned in subparagraphs (i) and (ii);
- treasury bills, loan stock, bonds and other instruments creating or acknowledging indebtedness and issued by or on behalf of or guaranteed by the Government of the Republic of Mauritius or the Government of another country, a local authority or public authority, as may be prescribed;
- shares in, securities of, or rights to participate in, a collective investment scheme;
- depository receipts or similar instruments;
- options, futures, forwards and other derivatives whether on securities or commodities;
- any other transferable securities, interests or assets as the Commission may approve; or
- such other instrument as may be prescribed; but
(b) does not include –
(i) A virtual token under the Virtual Asset and Initial Token Offering Services Act 2021; and
(ii) such other instrument as may be prescribed.
9Section 2 VAITOS Act
10“virtual asset” means –(a) a digital representation of value that may be digitally traded or transferred, and may be used for payment or investment purposes; but (b) does not include a digital representation of fiat currencies, securities and other financial assets that fall under the purview of the Securities Act
11Securities Act 2005
12“virtual token” means any cryptographically secured digital representation of a set of rights, including smart contracts, provided on a digital platform and issued or to be issued by an issuer of initial token offerings
13 Rohan Goswami, “Some crypto assets are securities, Manhattan judge says, complicating Coinbase and Ripple cases, 01 August 2023 (https://www.cnbc.com/2023/08/01/some-crypto-assets-are-securities-in-kwon-luna-case)
14 https://www.sec.gov/about/laws/sea.34.pdf
16 https://www.sec.gov/about/laws/sea34/pdf
17https://www.sec.gov/about/laws/sea34.pdf
18 https://www.sec.gov/about/laws/sea34.pdf
19 https://www.embroker.com/blog/what-is-the-howey-test-does-crypto-pass
20 SEC v W.J. Howey Co., 328 293 (1946)
21“The Blockchain: A Guide for Legal and Business Professionals”, Josias N. Dewey, Shawn S. Amuial, Jeffrey R. Seul, Thomson Reuters (2016) at page 99
22 https://www.law.cornel.edu/wex.securities_act_of_1933
23 SEC v W.J. Howey Co., 328 293 (1946)
24 SEC v W.J. Howey Co., 328 293 (1946)
25 SEC v W.J. Howey Co., 328 293 (1946)
26 SEC v W.J. Howey Co., 328 293 (1946)
27https://www.embroker.com/blog/what-is-the-howey-test-does-crypto-pass
28 https://www.embroker.com/blog/what-is-the-howey-test-does-crypto-pass
29https://www.cuttingedgecapital.com/
30 Securities and Exchange Commission v Euroband Exchange, Ltd 13 F.3rd 1334 (9th Cir., 1994)
31 Securities and Exchange Commission v Euroband Exchange, Ltd 13 F.3rd 1334 (9th Cir., 1994)
32 SEC v W.J. Howey Co., 328 293 (1946)
33 SEC v W.J. Howey Co., 328 293 (1946)
37 https://www.embroker.com/blog/what-is-the-howey-test-does-crypto-pass/
46 https://www.cnbc.com/2023/08/01/some-crypto-assets-are-securities-in-kwon-luna-case
47 https://www.cnbc.com/2023/08/01/some-crypto-assets-are-securities-in-kwon-luna-case, Crypto got Rakoff’d | Financial Times (ft.com)
48 SEC v Ripple Labs https://www.nysd.uscourts.gov/
49 SEC v Ripple Labs https://www.nysd.uscourts.gov/ https://www.cryptoglobe.com/latest/2022
50 SEC v Ripple Labs https://www.nysd.uscourts.gov/
51 SEC v Ripple Labs https://www.nysd.uscourts.gov/
52 Jal Massari: “Why Cryptoassets Are Not Securities” – Harvard Law School Forum on Corporate Governance (Why Cryptoassets Are Not Securities (harvard.edu))
53 B.R. Lion Gainsbourg: Crypto is Both a Security and Currency, or What Should I Know About Crypto Lending and High Yield Accounts?, 01 May 2022
54 B.R. Lion Gainsbourg: Crypto is Both a Security and Currency, or What Should I Know About Crypto Lending and High Yield Accounts?, 01 May 2022
55 Brooke Masters: “When tackling crypto, the SEC should be weary of overreach”, 16 August 2023, Financial Times (https://www.ft.com/
56 Carol R. Goforth: “U.S. Law: Crypto is Money, Property, a Commodity and a Security, all at the same time” (https://ssm.com/abstract)
