TheGoodShepherd

Corporate Governance and Mergers and Acquisitions attorney passionate about web3 and interested in DAO governance structures. Co-founder @CapPigSociety

[TheGoodShepherd @SherwoodOracle]

Hello, I’m the Sherwood Oracle,

I have very few memories of my father. None of them are good. When I was still a just squealing piglet, he left my mom and me. Deep in debt, he declared individual bankruptcy—leaving my mom entirely on the hook. (1/10)

[TheGoodShepherd @SherwoodOracle]

@NFT_Awareness I like to play urinal checkmate. Always stand in the urinal that makes it impossible for others to pee with nobody next to them. Some people just like to watch the world burn.

[TheGoodShepherd @SherwoodOracle]

What does this mean? Time will tell. If the SEC does classify these NFT projects as securities, it will require projects to make SEC level disclosures to the public & produce a prospectus for potential investors. What will this do to innovation in web3? Likely stifle it. (9/9)

[TheGoodShepherd @SherwoodOracle]

The SEC has decided to investigate Yuga Labs, APE coin staking, and the BAYC NFTs to determine if they are all, in fact, securities. Here’s why there is a good chance they WILL be considered securities. A🧵:

[TheGoodShepherd @SherwoodOracle]

Therefore, according to the Howey Test, APE Coin and, potentially, Bored Ape NFTs are in fact securities!...(8/9)

[TheGoodShepherd @SherwoodOracle]

@MizzMarshaS Exactly! The EU is also about to declare PFP NFT projects as a security because each individual NFT accords the same rights.

[TheGoodShepherd @SherwoodOracle]

Draft EU law would make PFP NFTs a security. SEC will take notice, already indicating they are inclined to view NFTs as securities. The draft legislation in the Senate Finance Committee (which would call NFTs commodities) is stalled. Watch this space! #nft #securities #ETH

[TheGoodShepherd @SherwoodOracle]

@MizzMarshaS “This is purely an art project. There should be no expectation of profit when purchasing one or more of these NFTs.” I wonder how well that would go over.

[TheGoodShepherd @SherwoodOracle]

@MizzMarshaS Uncle Sam always gets his taste!

[TheGoodShepherd @SherwoodOracle]

@MizzMarshaS Absent congressional regulation, perhaps a way around it is to create extensive disclosures for NFT projects that explicitly disclaim they there should be no expectation of profit (key prong in the Howey Test).

[TheGoodShepherd @SherwoodOracle]

@MizzMarshaS And does that mean that only qualified investors can purchase NFTs??? This will inject a lot of uncertainty into the market.

[TheGoodShepherd @SherwoodOracle]

@MizzMarshaS * and/or a PPM

[TheGoodShepherd @SherwoodOracle]

@MizzMarshaS I'll go a step further! Does this mean that NFT projects need an SEC prospectus like a Private Placement Memo and other things before minting?

[TheGoodShepherd @SherwoodOracle]

@MizzMarshaS @CapPigSociety Yes! This Thursday. We have been recording them. Think we may do something live for this one. Not sure yet.

[TheGoodShepherd @SherwoodOracle]

Under "Howey Test," a security exists if its: (1) an investment of $$$, (2) in a common enterprise, (3) with expectation of profit, & (4) [value] derived from efforts of others. YES to all = security. Whats this mean for ETH Staking? Tune in to @CapPigSociety pod! #EthereumMerge