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Action, Kelly what the music brother, how you doing?
Any day above Brown's good day, right? I don't even know to do it. But yes, I'll say it's a good day. It's a Monday function. What's going on, brother? What is going on, bro? How are you? I'm good. I was confused. I thought music was coming from the round table and I thought action playing music, but I guess wherever the music comes from is a
is good enough right I love it I love it I'm excited for today's space We've been I've been popping around spaces because it's interesting how the law is kind of one of the most like glue out of all crypto and if tea and blockchain because it's such a great
area. I never expected my stupid law degree or my boring S law experience to be relevant, but it's interesting how it plays a part in every aspect of this space. 100% bro. Yeah, I'm really excited about today's conversation because there's so many
Different Token drops happening and so many people just raising money out of nowhere I mean, I don't know if you've seen the meta recently but the new meta is like post to Twitter or post to the theory of wallet address on your Twitter and say you're raising 30 ETH and the first 30 ETH to get in is in and all of a sudden you got fucking 70 grand your wallet
But you know, so it's a crazy meta. I'm really, really curious about the legalities behind all of this. What's happening? And I'm stoked to get in the conversation today, especially with you, Fidgetall on a couple of our other guests. We got Fiddy in here. We got Boverick Man. Rob is always KG with Poppin, Action, Ran, Dude, Ran.
I don't think I know who you are, function. Probably not, ran was popping the chill night. How you living, bro? How's it going, man? I've just got you, I just got to South Africa, just long, that's going to be, I don't know if I'm listening. I will add when I can, but I'm
Getting through airports and security and everything else. Cool, brother. We'll soak to have you on, soak to get your thoughts on all this stuff. Everybody in here, if you could just hit the little like button, the retweet button, the comment button, leave some notes down there, ask any questions in the comments. We're happy to forward them to our speakers and to start the conversation off today.
I got a lot of different topics we want to talk about, but I really just want to start off by posing the question to Figital and to any other people in our speakers panel with legal experience who are lawyers or someone close to lawyer status. What is the
proper legal way to launch a token. And what are some of the major red and green flags that you're seeing currently in the token launching atmosphere that we're in? I love it. I do want to, for the ran, Cape Donald Joeberg, where do you land in?
Okay, good talk. I'll go back to answer your question function. My family. Let me get through security. I'm sure he'll join us once he's got a little bit more free time. Yeah, my family's from Cape Town. So I always love it. So I got like crypto people. You can only talk about little things. Same thing with like South Africans, and specifically, Cape Townians. So I'll start with my
I'm not sure what I'm going to do. I'm not sure what I'm going to do. I'm not sure what I'm going to do. I'm not sure what I'm going to do. I'm not sure what I'm going to do. I'm not sure what I'm going to do. I'm not sure what I'm going to do. I'm not sure what I'm going to do. I'm not sure what I'm going#
the new wants is important and I think the nuance will dictate what the outcome of legislation and enforcement actions will look like. There's a bunch of different features to it. There's are you a US citizen? Is it launching in the US? Is it accessible to US citizens? Are you a corporation individual
or a foundation. And I think a lot of these will change as to importance. Then there's the issuer. Then there's registration requirements. Then there's exemptions. Then there's secondary market. And there's cases coming down the line, whether it be Ripple, whether it be Tether, whether it be the library,
case which very many people are not aware of that play really subtle nuances that what we see in most of the ecosystem seasons just shook coins and meme coins with Ben or Siop or the like they are posing very very interesting legal
questions that I think regardless of whether we discuss, you know, what does it mean to gamble now? Like, if somebody asks, like, is it illegal? If somebody asks you to send a money and you send a money, like, as a basis, if I just said, send me money and you sent me money, I don't think that's illegal unless I said I was going to send you something.
So there's a lot of really interesting questions 100% and my curiosity is also I mean we will probably get into this a little bit deeper in the conversation but like where is like the line for the promises right because if like I promise you that I'm going to give you a token like
related to your eith, the eith you sent me. And so there's these weird, like, gray lines that people are trying to get through. LuPol is that I'm really curious about. But Josh has his hand up. Why don't we start with Josh? I would love to hear what he has to say and kind of a thought about this. And then I'll lay the foundation. Now you ask me a question. I kind of laid
the Schmorgas board, the Cornucopia of potentials. We'll go to Josh and then I'll just lay out the kind of just really basic foundation super easily, super easy to absorb except if anybody in the audience or the panel disagrees with my analysis, please let me know. But I think it's good to set a baseline for the entire audience. But go ahead Josh.
Yeah, I think we need more lawyers in this space who are very educated in Web 3 because we need lawyers who have that base legal knowledge, but also can specialize in Web 3. And if there were like law school programs that did that, I think you know it's a booming industry
I think that would be really good because that is the problem. Everyone is talking about regulation and things, but what does regulation mean from a legal standpoint? I think we definitely need some more trained lawyers in Web3.
I realized, and by the way, we're going to have guests on the space. This is not a grill session. This is A, we can do our legal analysis, right? I don't need to ask a founder that their legal opinion of stuff. It's as Asinheim is asking most lawyers in this space.
their legal opinion on stuff. We can take fact sets and then lay down our legal understandings and then have discussions about that. I'm not here to to engagement farm. I'm not here to to to do gotchas. We're here to have functional
a lot of things that I've noticed from day one in Web 3. And this is something that is pervasive in law in general. When you go to law school, you don't learn Dick. You don't actually apply anything you learn
in law school. You learn how to train your brains and think analytically. I know you just unmarked it to say it. It's okay. Nothing in law school. I was going to say nothing to say and then trade my mind. I'm glad you called me out. I was going to say you didn't learn anything in law school or nothing's changed.
and you're open to this point has it? There he goes. There he goes. Cardo. And he's tied. I'd rotate him in the slot. We saw that. Oh yeah. Don't worry. Don't worry. You'll put your Ben F hero villain who cares. We care. My boy take cares. We're going to talk about it.
Take up like a fiddle your little boys chump but look at that a little later on I am free I was I'm with the lamb on this one it take just came in and told some fucking facts and
truth. Which I am a fucking mean coin fucking D. Jen. I was listening to what he said. I'm like, yeah, everything he's saying is 100% true. There's a bunch of gambling addicts here. It's the best part. I was shocked because I actually give credit to the mean coin guys on this. I expected after that his post and then when I
I expected loads of them to cry and do memes and literally have a panic attack you know basically be fidgetal because that's who I'm used to well I was surprised like so many of them came on and were like yeah bro like that is legit that's actually I know I'm part of it but that's actually what's happening so slay men that's actually gonna go to one of the most important parts of this conversation
If you look at the post of the space, the last question in the or the comment was, do we need or want the type of regulation that exists when we were when we implemented in 1933 to protect against a guy who lied about having orange farms and orange acreage, right? We have the internet.
We have the ability that we don't drive around like you slay men when you were what like 40 years ago you were like 20 and you drove around with a map in your car instead of having GPS right we have the internet we have laws even just accredited and unaccredited investors 250 grand is not what it was when the laws were implemented so this
a lot to go into about what regulation is, should it be, and what slayment, what you're referring to is, most true DJs, look at the video and went, yup, and once that further went, yeah, we're dunking on retail, that's like, if we're gonna be honest, I've been in it not me, they've been in it for a while, they know the game,
Of course it's PVP of course in order for one person to win one person to lose you're a genius Tate Congratulations, you haven't said anything. We don't know That's why they weren't angry. Don't try it right here genius whatever He just what happens is you things are always obvious be you need someone to lay down the law lay down the facts when I came on the
these spaces when I came on with all these crypto nerds, DNGs. Literally they were all like, "Oh no, it's all about love, it's all about community, it's all about making friends, it's all about, it's all about, if they've given so many excuses about what it's about, I wrote a post like this, and it was
only at the end after a number of spaces after questioning these nerds for a significant period of time the funny said yeah actually it is gambling so don't try bro no no no but what what you're what you're really looking at is you're looking at politics right you see people on TV politicians and they say all this stuff and anybody who knows anything knows that they know
That they are talking to the people that don't know but if you catch them in the bathroom like you know at the urinal stall You're both gonna have a chuckle and they both would be like these fucking idiots in Oklahoma actually you know what you're describing? Ascam politics No, no, so you politics yes me knew a behind closed doors and be like
Yeah, but I'm like everyone's getting scammed. Yeah, everyone's gambling but then to the public they're like, "nah, let's join this community, join my people, we're in it together, it's all about love, it's all about community." Guys, I've only got main three media left in the Sullyman Bingo. Sorry, probably was that? I've only got main media left in the Sullyman Bingo.#
I think I would have bottled champagne. I can't hear you really well, Rob, it's because your granddad internet isn't that good. Look, some of us live in the countryside and die, you know, have land. No, I've only got mainstream media left in the Bingo, Sonnyman Bingo, otherwise, and then I went out bottled champagne or something.
the best part is even as you spoke clearly nobody understood me. I'm so close to the mainstream media but this isn't the best where we'll talk about it tonight. Okay let me get back to the point by the way RAL thank you for joining and Josh I'll go back and soon and we'll get into that. What what we don't need is we don't need a failed MMA or boxer or what
whatever tie doing his chopsticks in the middle of the middle jail and it's underwear and it's and it's crap tattoo telling us about what we already know. But if he educates you, let's go. Okay. Let's go. So Josh, the answer to your question is that not only do we need more lawyers in this space, but the law is not
relevant unless you've practiced it in terms of actually being the businessman or the person doing it in real life. I never trust a real estate lawyer who doesn't own or transaction real estate himself. You shouldn't trust a lawyer who's in crypto who isn't a DJN as well or blockchain who isn't building as well who doesn't understand smart contracts.
understand, it doesn't understand the life and arc of a business. Otherwise, what you're going to get is you're either going to get negligent, like go for it legal advice or like the strict letter of the law, neither which will be practically applicable to your business and neither which will give you
your binding legal opinion, which will defend you in a court of law. So, to function's point, the baseline of law and aerial police work before I'm wrong is it is not patently illegal to lodge a token in the United States. The first question is, is it a security? If it's a security,
It doesn't path to how we test. It needs to be registered or have an exemption or only be offered to accredited investors via a PPM or a private placement ram or random that has the disclosures about these are not securities. These are not transferable. They are worth zero.
you have the financial wherewithal to be making this decision, you understand you can lose all your money, and then there's there's gradations as to whether the issuer needs to actually check whether you have the quarter million dollar income a year or 500 if you're upspouse or 500 in the bank or a million in the bank if you're a very couple or
whether someone can just click those buttons. That's the foundation. I have a serious question. Go ahead. Which is, I see agree that this is somewhat gambling at the moment, at least in principle, certainly on mean cons and ship coins, then isn't the token more like a poker chip than it is a security and it is a poker
a chip of security. So what can be traded? So gambling, there's specific. There's specific laws and it's not about the token itself. It's about what it is based on, right? So luck versus skill and the ability to manipulate, right? So if you're gambling in a casino or you're gambling
And that's why T-Leagle to manipulate a sports game is you can bet on a game because you don't impact the outcome. And that's why T-Leagle like Pete Rose to throw a game or pay off refs because that changes the legality aspect of the gamble rate. So in shipcoins and
the reason why you have securities is, and the reason why you have registration is for disclosure requirements. The reason why you have to register and why launching a token as a security without registering is illegal is really simple. It's for our protection. It's because the SEC requires you to file disclosure documents and be held accountable if you
manipulate the market or your disclosures are improper. The hope is that the market is on an even playing field. Let's forget congressmen and stuff like that. We can get into that on a different space. It terms of asymmetry or symmetry of information and access to truth. And therefore
It's your research and your skills that makes your ability to profit the driving force. Yeah, which is why I specifically use poker as a reference because that is again you can deliberately throw, fold it. You are a participant in that game, you buy into it, you are the...
the game is random, which is what that scenario is. Specifically with poker as betting as the player you are gambling. So is the poker trip a security? I understand it's based on promise, but we can't determine promise because that's project-po-projects, right? Unlike a share in a company where the promise is
shareholding and an entity which does something unless you're more on and by a share holding and something that's not left anything as opposed to people can do that too thinking about that but you know you bring up a good point right so we've had arcs in crypto the last time we had tokens 2016 2017 2018 and function and and ran and and
people ever can attest they were promising stuff we're going to build the metaverse we're going to send you to the moon global payments for you were technically invest you were buying the token on the the premise that the business would be built right like a regular company and because they would build what they said they were promising
in, you people would want to buy the token to use in that ecosystem and transaction volume would create value for the token. We are now in an interesting world, which is kind of more like what you're saying with meme coins and shit coins where people just launching tokens and they're hoping for as slamming when you were talking about community but
The idea is will there be enough fervor around something, enough hyperbound something that people will say, and this is kind of my belief about memecoins, and then I'll go to KG and I realize how your hands up, I'd love to hear from you wolf welcome. The question really in memecoins and shitcoins in my belief is when you build hype
You believe you buy it because you believe that the next person will also believe that the next person will buy and will not sell and they'll believe that the next person will sell and or buy and price will go up and you can time it to catch it before you believe the next person will sell that he believes the next person will say.
day trading day trade yes exactly Ariel Johnny I would love yeah I was just gonna ask Ariel question actually go ahead but yeah go ahead well now it's just gonna ask the Ariel what's the what's it because you put thumbs down to what I said a minute ago what what's your understanding of essentially what is the so like would you
consider this a security of not why not if yes, why would I be fascinated? Yeah, Fijitl, I was actually going to chime in, but you pretty much made the point for me when you discussed the different with gambling and, you know, shit coin and meme coin. So that's why I put my hand down. You covered what I was going to say. With specifically some of them,
I mean, I do think that there is an argument that they can be considered securities. You're buying into these coins, you know, you're investing into them and you're helping price go up solely at the efforts of a third party, especially with these mean coins that are promising, you know, to lift up crypto and support pro crypto regulation.
and help provide things. They're promising actions and you're buying into them because they're promising you these things. Essentially, when they promise you these things, their price will go up in my mind. This probably isn't a popular opinion. Some of these look no different than a stock. They look no different than a security.
don't think all cryptocurrencies are securities. I'm absolutely not saying that. But I do think some of these, you know, sh*t coins, these meme coins, we were talking about Ben, we were talking about Syup, you know, these are all things that the founders or the new project owners are promising things. And I think that that is a very big difference between coins that are just, you know, taco
coin, we're releasing on Cinco de Mayo for fun, we're not promising you anything, I think that that could be akin to gambling in some sort. So I do think that there is a difference and you know these nuances do matter. Do they matter legally in terms of okay, that's say we put some regulation around it and make it
You guys fair warning it looks like the roundtable is having some connection issues if it does We may be rude. We may be rugs can't play music and now losing connection great job If we rugs will start it up again, please join back up. I just want to give it any heads up Go ahead Rob Yeah, so so just on
that. I mean, like, you know, if you think some of the insecurities or could be deemed securities, would it make any difference? Is this? Well, they are 99.9% securities. I'm not going to go into the how we test. No, fine. So fine, we'll call them, we'll call it a security. I don't know enough. Don't have me. But they're fine.
My question is, what is the purpose of labeling them as security? Will it stop people participating? Is the point of labeling it as security and then treating it such to "protect people who are massively distrusting of the system that's why they're in Web 3 anyway?" So I don't know how does it actually change the real thing.
Well, if I saw you on Mike, but I'll just answer a quick rub. It's not about labeling that securities, right? The question is are they securities by default? We in the in the web three space or DGends have a mixed bag of feelings in terms of wanting to be able to basically feeling like they're financially empowered there
informationally empowered. Just because they don't meet the rigid criteria of the 1933 Securities Act or other securities act along the way, there's this movement. It's not, it's, it comes from decentralization. It comes from kind of anti-establishment, anti-government. It comes from distrust. But at the core, it says, it's my money. Let me do