Sean Moss

investor in crypto and stocks

[Jesse 🌱 @Wenmoonlaw]

This looks interesting

[Sean Moss @sean_moss]

At Bistrol with my girlfriend

[Jungle Inc | Markets & Future Systems @jungleincxrp]

@JohnEDeaton1 @SECGov @CFTC A regulated market in the US will protect investors, bring more capital and talent to industry. Massive growth in blockchain is a huge win for everyone. I'm not sure what the issue is.

[Jungle Inc | Markets & Future Systems @jungleincxrp]

@JohnEDeaton1 @SECGov @CFTC We saw the CFTC state they only have authority over derivatives of commodities, but not the trade of actual tokens. To my understanding this is not correct. They can step in when manipulation is present. No one wants to tackle this for some reason. Seems pretty straight forward.

[John E Deaton @JohnEDeaton1]

I’m so sick and tired of U.S. regulators and bureaucrats stating how difficult it is to do their jobs. It really isn’t that difficult. The U.K.’s FCA has tackled the issue. Japan’s FSA has tackled the issue.

ICOs = @SECGov

Tokens traded for a decade that you can stake = @CFTC

[John E Deaton @JohnEDeaton1]

Thousands of #XRPHolders acquired #XRP NOT as an investment. Some purchased the minimum amount of XRP to open a wallet in order to establish a trust line and utilize the #XRPLedger and the DEX within the #XRPL. These #XRPHolders use #XRP to acquire other tokens like #CSC or #LOX.

[John E Deaton @JohnEDeaton1]

As amicus counsel, my focus is on secondary market sales of #XRP made by an individual, business or an exchange.

FACTOR 1: An Investment of money. The investment of💰 factor is usually the easiest one to satisfy and many #XRPHolders’ XRP meet this prong - but not all XRP does.

[John E Deaton @JohnEDeaton1]

For the purposes of this🧵, I only focus on Today’s #XRP.

Today’s #XRP is not 2013’s #XRP!

Its entirely possible the SEC could prove a specific transfer of #XRP between 2013-2017, within the United States, constituted the transfer or offering of an unregistered security.

[John E Deaton @JohnEDeaton1]

The 4 Factor Test:

1) an investment of 💰;

2) in a common enterprise;

3) with a reasonable expectation of profit; and

4) derived from the efforts of others.

[John E Deaton @JohnEDeaton1]

Known as the Howey Test, the Supreme Court defined an “investment contract” as a “contract, 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.”

Note the word “led”

[John E Deaton @JohnEDeaton1]

There’s not a single case in 76 years since Howey​ that has found an investment contract absent a contract or privity between the buyer and seller.
The vast majority of #XRP traded has occurred in the secondary market - independent of Ripple and w/ no privity to or w/ Ripple.

[John E Deaton @JohnEDeaton1]

On the 1 year anniversary of the @SECGov lawsuit against #XRP, I offer an answer:

#XRP does not pass or satisfy the ​Howey​ test!

Before delving into the ​Howey ​analysis, #XRP is not an investment contract because there is no “contract” underlying the “investment contract.”

[John E Deaton @JohnEDeaton1]

A HOWEY TEST ANALYSIS 🧵:
ONE YEAR LATER

Does #XRP pass the Howey test?

In order to pass the Howey test and be considered an investment contract (aka security), 4 factors MUST be satisfied. If ALL FOUR factors are not met, the instrument or asset is NOT a security.

[John E Deaton @JohnEDeaton1]

The judge should find that secondary market sales of #XRP independent of Ripple are also not securities. #XRPHolders win.

Here is a brief analysis I did at the one year anniversary of the lawsuit related to today’s #XRP. 👇

[John E Deaton @JohnEDeaton1]

If the above factual scenario was agreed to, the judge could find that specific offering of #XRP, an investment contract w/ Ripple. SEC wins!

Ripple could still win b/c the judge applying those same factors decides ongoing sales of #XRP by Ripple are NOT securities. Ripple wins.

[John E Deaton @JohnEDeaton1]

J. Torres, applying Howey factors could determine that on that day in 2013 Investor B gave $25M (an investment) into a common enterprise (Ripple) w/ a reasonable expectation of profit b/c Ripple explained all the efforts it intended to make to drive adoption and utility of #XRP.

[John E Deaton @JohnEDeaton1]

If that happens, then the Judge applies the law to those set of facts and gives her ruling.

Here’s a hypothetical example: the SEC and Ripple agree that in February 2013, Ripple sold an option for 1 billion #XRP to Investor B, valued at .05 per #XRP, for $25M dollars.

[John E Deaton @JohnEDeaton1]

For example, if the parties in a car accident case don’t agree what color the Traffic light🚦was, the jury decides. But if both parties agree the light was red, there’s no need for a jury to decide that fact.

Hence, Ripple and the SEC could agree to all of the relevant facts.

[John E Deaton @JohnEDeaton1]

Ripple and the SEC will agree to a laundry list of agreed upon stipulated indisputable facts. Those stipulated facts can remove the case from being decided by a jury. If the parties can’t agree, a jury decides what actually happened - the jury decides the facts.

[John E Deaton @JohnEDeaton1]

RIPPLE AND THE SEC CAN BOTH WIN.

Now that we have arrived at summary judgment time, I see a lot of comments on how @Ripple can’t lose at all. Not true.

Its possible that both sides win - technically and legally speaking, that is.