The purpose of this Note is to determine which cryptocurrency initial distribution methods involve the offering of securities as regulated by the 1933 Securities Act. The primary legal issue is the Howey test. This test identifies whether an offering is an investment contract, and thus subject to regulation by the 1933 Securities Act, based on whether it involves an investment of money in a common enterprise, in which investors are led to expect profits from the efforts of a promoter or third party. The distribution methods discussed are mining, airdropping, forking, and initial coin offerings (âICOsâ). Mining, airdropping and forking are likely not investment contracts, but initial coin offerings likely are. However, regulators should make it clear that mining, airdropping and forking are acceptable practices. Furthermore, they should proceed with a light touch when regulating initial coin offerings, except in the case of fraud. In particular, the ICO community in partnership with government should instigate a system where âcrypto-underwritersâ vet ICOs and the crypto-underwriters are regulated by the SEC.
The principles of contract law have shown continued resilience in light of constant technological developments, including the mainstream adoption of the Internet. The ability to absorb technological change may be attributable to the broad manner of their formulation. For example, the foundational proposition that âlegal intention can be expressed in any mannerâ has enabled the nearly seamless acceptance of online contracting. If intention can be manifested by a nod or a handshake, it can also take the form of a click or a swipe. Similarly, the requirement of consideration can be met not only by peppercorns or money, but also by oneâs permission to share personal information in return for the provision of online content and services. While the Internet hardly creates academic excitement anymore, a number of internet- related technologies may pose a challenge to the principles of contract law and may, finally, test their flexibility. Purportedly, blockchain-based smart contracts, which are often defined as the encoding of legal terms in self-executing computer code, enable not only the automation of performance but also the delegation of enforcement to immutable code. The theory is that if both performance and enforcement are entrusted to impartial machines, breach becomes impossible. Smart contracts are also premised on the ability to translate contractual obligations into algorithms â a process aimed at the elimination of ambiguity and enhancement of legal certainty. Abstracting from technological minutiae, we must inquire whether, or to what extent, such âoperationsâ are desirable or legally permissible. The challenges of automation are further aggravated by advancements in artificial intelligence. The accompanying problems exceed those inherent in the possibility of inadvertent orders, unforeseen transactions or computer errors. We are forced to inquire whether such technological phenomena as algorithmic trading, machine learning or autonomous agents affect the existence of intention and, on a broader level, raise problems concerning the validity and enforceability of any resulting contract â if only due to the unprecedented transactional imbalances introduced by them. An additional set of difficulties concerns ubiquitous computing, loosely defined as the user-facing technologies involving the Internet-of-Things (âIoTâ). Smart objects and self-checkout terminals blur the division between online and offline environments and force a revision of our understanding of âonline contracting.â When the Internet spills over our computer screens and when we encounter requests for consent and contractual terms in contexts that have traditionally been non-commercial, it becomes difficult to rely on such basic principles as the objective theory of contract or on the presumption that in commercial contexts the parties intend to be legally bound. The point is not to question the continued applicability of such principles or presumptions but to illustrate the difficulty in their application. In sum, my chapter explores the legal implications of the said technologies and, while abstaining from unnecessary futurism, presents a realistic picture of their legal relevance. Particular attention is devoted to the overreaching question whether the principles of contract law, in their traditional formulation, are capable of accommodating (or withstanding ?) technological change. While it is difficult to predict technological trajectories and future legal developments, it is possible to extrapolate from existing trends and anticipate certain theoretical bottlenecks created by technological change.
Understanding the complexities of blockchain governance is urgent. The aim of this paper is to draw on other theories of governance to provide insight into the design of blockchain governance mechanisms. We define blockchain governance as the processes by which stakeholders (those who are affected by and can affect the network) exercise bargaining power over the network. Major considerations include the definition of stakeholders, how the consensus mechanism distributes endogenous bargaining power between those stakeholders, the interaction of exogenous governance mechanisms and institutional frameworks, and the needs for bootstrapping networks. We propose that on-chain governance models can only be partial because of the existence of implicit contracts that embed expectations of return among diverse stakeholders.
Smart contracts are increasingly popular in business and law. Smart contracts are also becoming increasingly complex. Advances in technology allow smart contracts to handle far more intricate transactions than the traditionalâand simpleâ vending machine example. With increased complexity comes increased responsibility. When parties rely on an attorney to review or draft a smart contract, that attorney must understand what he or she is reading or writing. Smart contracts, however, are not written in a language most attorneys can understand, let alone write. While a general description of the contract may be translated into plain English, the contract itself is written in code. If an attorney cannot read the contract itselfâand can only read a general description of the contractâcan the attorney claim in good faith that he or she possesses the competence necessary to understand the terms of the contract? If the attorney cannot understand the contract, he or she can be held liable for malpractice if the contract leads to results contrary to what the attorney claimed could or would occur. The implementation of smart contracts is likely to give rise to specialized requirements for attorneys drafting and advising on smart contracts. Special requirements are not unheard of in the legal community. For example, to become a patent attorney, one must take and pass the Patent Bar Examination and fulfill other requirements, such as obtaining a bachelorâs degree in specified fields of science or engineering. Similar requirementsâeither in the form of a smart contract certification or examâshould be developed not only as a measure of attorney competence, but also as a protection against malpractice suits brought forth by clients.
Julian Adam Wise, Meng Chak Chan, Dihon Tadic, Stephanie Miles · 9 authors
Abstract This research demonstrates financial derivative trade of unprocessed materials, for the mining industry through legal smart contracts. Within the mining supply chain, a stock of mined resources can reside in a mineral stockpile for over twenty years without gaining financial interest and without undergoing the mineral extraction process to derive value from the asset. This research elaborates on a blockchain solution implemented to increase minersâ short-term cash flow for business operations through the issuance of derivative assets on mineral stockpiles which can be traded through legally binding smart contracts. The system is the first to enable mining companiesâ access to the underlying assetâs value earlier in the production lifecycle through smart contract technology whilst providing hedge funds with access to new financial products for investment portfolios.
Dirk Andreas Zetzsche, Douglas W. Arner, Ross P. Buckley
The emergence of Decentralized Finance (DeFi) signifies a paradigm shift in the financial sector, introducing both unparalleled opportunities and multifaceted challenges. As DeFi continues to redefine traditional financial systems, it becomes vital for stakeholders to grasp the nuances underpinning this evolution, especially the roles of behavioral finance and public policy. This article presents a literature review on financial market regulation, examining the transformative potential of DeFi and its inherent risks, and explores the implications for regulatory frameworks based on behavioral finance. Public policy in the context of DeFi is a delicate balancing act. On one hand, there's the need to protect investors and ensure market integrity. On the other, there's the risk of over-regulating and stifling the very innovations that make DeFi transformative. Policymakers must grapple with these challenges, seeking ways to create regulatory frameworks that are both protective and adaptive. In addressing the question of how to sensibly regulate financial markets in the age of DeFi, the answer may be both straightforward and somewhat counterintuitive: Regulate peers. In a decentralized system where traditional service providers play a diminished role, peers or individual participants may take on functions that are analogous to those of traditional financial operators. Therefore, these peers may find themselves subject to financial market regulations, trade law, tax law, and other applicable statutes, depending on the services they provide, much like platform operators and their obligations.
Smart contract-based development of decentralized applications is increasing with the development of blockchain technology. Although blockchainbased smart contracts are expected to revolutionize the digital economy, several security issues need to be addressed before this technology can be used reliably. The recent discovery of security weaknesses in Ethereum smart contracts questions the reliability of smart contracts. Therefore, there is a need to create and diagnose security weaknesses in Ethereum smart contracts to mitigate security risks. In this study, we assessed the potential security weaknesses of running smart contracts on Ethereum.
Andrea Jonathan Pagano, Francesco Romagnoli, Emanuele Vannucci
Abstract Risk insurance for disasters plays a relevant part in the implementation of risk reduction strategies during the pre-disaster phase. This is essential to support risk management towards decreasing the marginal risk allowing policy holders to transfer risk to avoid considerable financial loads from the costs incurred during the recovery phase in a post-disaster phase. There is evidence that the introduction of an integrated risk insurance strategy for community resilience planning is still lacking. Thus, this undermines the possibility to have proper optimized holistic risk management; on the one hand this strengthens pre-disaster risk mitigation measures, mostly relying on mitigative infrastructural solutions, and on the other hand it better defines risk prevention strategies mostly connected to land planning and urban development. This paper will show how insurance markets can play a key role towards mitigating the economic consequences of natural and climate change disasters, and how essential it is to better quantify the beneficial effects and costs of engineer-based mitigative solutions. In this context, the legal framework into which the actuarial quantitative model can be implemented will support the creation of an integrated multidisciplinary approach with potential implementation on a novel platform capable of collecting and processing information from different sources and dimensions such as blockchain technology. The scientific community is, in fact, increasingly interested in implementing blockchain technology to overcome problems linked to the contractual dimension of natural disaster risk insurance which can be interpreted as a sort of smart contracting. Through a study that involved four distinct areas, namely: law, environmental engineering, insurance and IT, this paper proposes a specific multidisciplinary methodology to achieve the drafting and implementation of a digital insurance contract on a blockchain platform against natural hazards. This paper proposes the basis to advance a quantitative concept to optimize the impact of catastrophe risk insurance onto the community resilience; in fact providing a key synergy for definition of pre-disaster conditions.
This article aims to summarize the present situation with regards to the use of cryptocurrency as collateral in secured transactions in the United States, Canada, the United Kingdom and France, and offer solutions to issues related to the use of cryptocurrency for this purpose. These proposed solutions are arranged as a framework that could be enacted in Canada, and elsewhere. The article first reviews the concept of a cryptocurrency, with special emphasis on bitcoin, and the concept of secured lending. Then, it discusses the categorization of bitcoin in the United States, Canada (with Ontario and Quebec as examples), United Kingdom and France. At this time, only the United States and Ontario have doctrinal and regulatory guidance when using cryptocurrency specifically for secured lending. Finally, this article proposes a legislative framework to take security interests in cryptocurrency in Canada, including drafts of specific statutory amendments for both Ontario and Quebec legislation. The article concludes by noting how this framework can be replicated elsewhere, notably in the United States, the United Kingdom and France.
High-value derivatives contracts require substantial legal protection and\noften utilise standardised legal documentation provided by the International\nSwaps and Derivatives Association (ISDA). Smart Derivatives Contracts aim to\nautomate many aspects of high-value contracts, including automation of the\nprovisions of the ISDA legal documentation. Here we investigate how the ISDA\nMaster Agreement may affect the automation of payments and deliveries: we\nprovide a framework for understanding how high-value derivatives contracts are\nstructured at different levels, in terms of both the legal documentation and\nthe workflow; we explain issues relating to how the smart contract code\nprocesses payments-related and deliveries-related events; and we discuss the\nextent to which these are amenable to automation.\n
Weaknesses in investor control over their investments and in warehousing systemic risk in modern Financial Market Infrastructure (FMI) are the result of a combination of market failures and of structural flaws deeply ingrained in modern financial markets. Yet the utility of complex FMI comprising long custodial chains and large global Central Counterparties (CCPs) for the operation of modern markets is not seriously disputed. The change in the technology paradigm with the introduction of DLT systems for securities and derivatives FMI can increase investor control, the efficiency of risk management and, to some extent, augment the distribution of systemic risk. It can thus create a more diverse and resilient financial ecosystem. This cross-disciplinary paper identifies a multitude of reasons that favour a paradigm shift in FMI technology. It also sketches a comprehensive blockchain-based framework for the development of permission-based platforms for derivatives clearing and settlement and the handling of liquidity shortages within DLT systems. Arguably, the impact of technological change should lead to a reduction of industry rents for the benefit of end investors and of the end users of finance (entrepreneurs and businesses) enhancing market welfare. Therefore, the use of blockchain technology in FMI can transform the structure and future direction of the financial services industry as a whole.
Smart contracts are new computational units with special properties: they act as classes with aspectual concerns; their memory structure is more complex than mere objects; they are obscure in the sense that once deployed it is difficult to access their internal state; they reside in an append-only chain.There is a need to support the building of new generation tools to help developers.Such support should tackle several important aspects: (1) the static structure of the contract, (2) the object nature of published contracts, and (3) the overall data chain composed of blocks and transactions.In this chapter, we present SmartAnvil an open platform to build software analysis tools around smart contracts.We illustrate the general components and we focus on three important aspects: support for static analysis of Solidity smart contracts, deployed smart contract binary analysis through inspection, and blockchain 1 Accepted to appear in "Blockchain and Web 3.0:
Smart contracts are the most important feature in block chain applications, and they are also the main reason why blockchains are called disruptive technology. Traditional intelligent contracts with receipts are generated by SHA-256A UXTO (unexpended transaction output), and increasing the number of receipts slows down the speed. This paper introduces the operation of receipts in smart contracts and proposes to generate contract receipts with the VIF virtual iteration function. VIF takes advantage of the excellent features of the Hash function and the unreadable nature of the self-compiled system, so that different contract parameters generate unique and non-repudiation receipts through the virtual iterative function, providing a secure and reliable credential for smart contracts. Finally, the speeds at which the VIF receipt and traditional UXTO receipt are generated are compared.
Distributed ledger technology is one of the latest fintech innovations that could increase the efficiency of securities markets. The technology represents a new paradigm how the need of trusted third parties can be eliminated and how transaction cost can be lowered. The technology can be used as a platform for so-called smart contracts. The implementation of DLT and smart contracts is however not risk free, the technology is also at an early stage and it is still unsure whether it will overcome all hurdles. \n \nBefore the innovations can be utilized on a full scale, potential risk such as the uncertainty regarding the legal validity and enforcement of smart contracts needs to be eliminated, so that the technology can be implemented and used with a high level of predictability and trust. The research sets out to solve the research question from the view point of Finnish securities law, limiting the research to smart contracts in securities markets. General principles are deconstructed using international, European and Finnish sources to solve the legal problem. \n \nSmart contracts can be divided into blockchain smart contracts in crypto markets and smart contracts in securities markets, the research focuses on the latter. Smart contracts can also be divided into smart contract code and smart legal contracts. Smart contracts are defined in the research as agreements automatable by computer and enforceable by either legal enforcement of rights and obligations or by execution of code. Technology neutrality is set out as a central principle in regulating fintech. The research question is reframed as whether a contract concluded in code is valid and enforceable. By analysing electronic contracts, enforcement of code, the example of the vending machine and by teleologically interpreting the law, it is established that smart contracts concluded in code can be both legally valid and enforceable. \n \nValidity and enforceability from the perspective of securities law can also be seen as the execution of rights and the issuance of securities. Securities and securities markets also have special characteristics, such as being fungible, collective and anonymous. Securities markets are also already to a high degree automated, using electronic trading systems, where many securities exist only in electronic form, programming languages are also already used to express securities and their functions. Existing securities law, which is technology neutral, can therefore be applied on smart contracts in securities markets, without the need of any regulatory changes. The growing digitalisation and automation of securities markets raise however broader questions such as the elasticity of the law and its implications on the stability of the financial system.
Wesley Dingman, Aviel Cohen, Nick Ferrara, Adam Lynch · 7 authors
Rising to popularity in the last decade, blockchain technology has become the preferred platform for the transfer of digital currency.Unfortunately, many of these environments are rife with vulnerabilities exploited by financially motivated attackers.Worse yet, is that a structured analysis and classification of these vulnerabilities is lacking.In this paper, we present the first formal classifications of these vulnerabilities using National Institute of Standards and Technologies Bugs (NIST'S) Framework and propose two new classes: distributed system protocol (DSP) and distributed system resource management (DRM).
The construction industry produces one of the most complex and substantially large structures such as buildings, bridges, dams and tunnels using lengthy, network structured and dynamic supply chains with multiple internal and external suppliers. Long and complex supply chains make it difficult to monitor compliance, provide ultimate assurance of the final product and often lead to increased cost with payment delays. The technology that underpins cryptocurrencies is known as blockchain. However, the capabilities of blockchain can be extended far beyond cryptocurrencies. It enables existing applications to be improved and new applications such as blockchain-powered election, healthcare, identity management, power grids, supply chain, property, smart contracts and so on. This paper aims to compute the stakeholdersâ perspective on blockchain and smart contracts in the construction industry. As the primary data collection methodology, an industry engagement workshop in the form of round-table discussions was conducted. Each round-table comprised of both academics and industry participants with different context from the construction industry. The table composition was four industry practitioners and two academics with the responsibility of moderating the discussion for all six groups. There were 57 responses, and 18 unique perspectives were identified. A word cloud was generated by using the frequency of responses to identify the density of each perspective. The key findings of the data analysis highlighted efficiency, trust, fair, security, transparent, accountability, compliance and standardisation were highlighted as the stakeholdersâ primary perspective on blockchain and smart contracts based solutions for the construction supply chain. Moreover, meantime highlighted construction industry requirements and drivers of blockchain and smart contracts are reconciled. So, the findings will help in implementing better blockchain solutions to the construction industry in future.<b> </b>
We use historical data to estimate the potential benefit of speculative techniques for executing Ethereum smart contracts in parallel. We replay transaction traces of sampled blocks from the Ethereum blockchain over time, using a simple speculative execution engine. In this engine, miners attempt to execute all transactions in a block in parallel, rolling back those that cause data conflicts. Aborted transactions are then executed sequentially. Validators execute the same schedule as miners. \nWe find that our speculative technique yields estimated speed-ups starting at about 8-fold in 2016, declining to about 2-fold at the end of 2017, where speed-up is measured using either gas costs or instruction counts. We also observe that a small set of contracts are responsible for many data conflicts resulting from speculative concurrent execution.