Thursday, October 5, 2017

Initial Coin Offerings on the Blockchain Under SEC Scrutiny




The SEC recently issued a ruling that indicated certain initial coin offerings on the blockchain may involve the sale of securities.

The substantive paper excerpted and linked below delves into the issues raised in great detail. Looks like the lawyers are rooting around in the blockchain for real now!

The spectacular growth of tokens sales has caused some to argue that these sales simply serve as new tools for hucksters and unscrupulous charlatans to fleece consumers, raising the attention of regulators across the globe. A more careful analysis, however, reveals that blockchain-based tokens represent a wide variety of assets that take a variety of forms. Some are obvious investment vehicles and entitle their holders to economic rights like a share of any profits generated by the project. Others carry with them the right to use and govern the technology that is being developed with funds generated by the token sale and may represent the beginning of a new way to build and fund powerful technological platforms.

Lacking homogeneity, the status of tokens under U.S. securities laws is anything but clear. The test under which security status is assessed — the Howey test — has uncertain application to blockchain-based tokens, particularly those that entitle the holder to use a particular technological service, because they also present the possibility of making a profit by selling the token on a secondary market. Although the SEC recently issued a Report of Investigation in which it found that one type of token qualified as a security, confusion surrounds the boundaries between the types of tokens that will be deemed securities and those that will not.

Blockchain-based tokens exhibit disparate features and have characteristics that make current registration exemptions a poor fit token sales. In addition to including requirements that do not fit squarely with blockchain-based systems, the transfer restrictions that apply to the most popular exemptions would have the perverse effect of restricting the ability of US consumers to access a new generation of digital technology. The result is an uncertain regulatory environment in which token sellers do not have a sensible path to compliance.

In this Article, we argue that the SEC and Congress should provide token sellers and the exchanges that facilitate token sales with additional certainty. Specifically, we propose that the SEC provide guidance on how it will apply the Howey test to digital tokens, particularly those that mix aspects of consumption and use with the potential for a profit. We also propose that lawmakers adopt both a compliance-driven safe harbor for online exchanges that list tokens with a reasonable belief that the public sale of such tokens is not a violation of Section 5 as well as an exemption to the Section 5 registration requirement that has been tailored to digital tokens.

Rohr, Jonathan and Wright, Aaron, Blockchain-Based Token Sales, Initial Coin Offerings, and the Democratization of Public Capital Markets (October 4, 2017). Available at SSRN: https://ssrn.com/abstract=3048104

Download the paper and read it!

James L. Salmon, Esq.
Collaborative Construction
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Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

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Thinking Critically in a Collaborative Setting




As a Philosophy Major I greatly value critical thinking. As an attorney, steeped in the Socratic Method who advocates the use of BIM & IPD to plan, design and construct smart built assets I particularly value the demonstration of critical thinking by experienced professionals operating, on their feet, in a collaborative environment.

But to be fair to others, these intense collaborative exchanges even wear on me, and at the end of a long workshop focused on XYZ in an IPD environment I often feel spent. Early in my career I tried dozens of jury trials and spend many a night preparing experts and other witnesses to testify the next day and followed that up with another day of trial where focus, precision and thinking on your feet was critical.

With that background in mind I encourage readers of this blog to think critically not just collaboratively about the problems you encounter in the built environment. Below is an excerpt from an article published on LinkedIn by Tim Leberecht that prompted this post.

 Real thinking means critical thinking. And critical thinking is critical--in fact, so much so that the World Economic Forum and others consider it one of the essential skills for future career success. Critical thinking keeps us from merely reacting to events like Pavlov's dogs, and it helps us do what we were supposed to do as leaders in the first place: to act proactively.

Read the whole thing!

James L. Salmon, Esq.
Collaborative Construction
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Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

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Laing & O'Rourke Prints 3D Concrete Panels




The story linked below combines two of this blogs passions, concrete and 3D printing. As predicted here, 3D printing in construction is coming soon to a project near you!

Now, in a factory 16km south of Doncaster, England, a robotic arm roams like a bird of prey over a platform where it will use a hard, pink wax to construct a mould. The arm is attached to a steel gantry which moves it in three dimensions across a space of 30 meters long by 3.5 meters wide by 1.5 meters deep.

Read the whole thing!


James L. Salmon, Esq.
Collaborative Construction
300 Pike Street
Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

Our affiliates and their specialties
Need Smart IPD? Collaborative ConstructionNeed Smart BIM? Onuma, Inc.
Need Smart Lawyers? Benjamin Yocum and Heather, LLC
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Need Smart Investment Properties? Smart Property Group

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Wednesday, October 4, 2017

Wise Owls at Rice Strike Again!




Researches at Rice University in Houston Texas added a bit of asphalt to a lithium battery and increased the capacity of the battery significantly while, simultaneously, making the battery safer - less likely to catch fire / explode - and reducing the the time it takes to charge the battery!

The Rice lab of chemist James Tour developed anodes comprising porous carbon made from asphalt that showed exceptional stability after more than 500 charge-discharge cycles. A high-current density of 20 milliamps per square centimeter demonstrated the material’s promise for use in rapid charge and discharge devices that require high-power density.

Read the whole thing!

James L. Salmon, Esq.
Collaborative Construction
300 Pike Street
Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

Our affiliates and their specialties
Need Smart IPD? Collaborative ConstructionNeed Smart BIM? Onuma, Inc.
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Friday, September 29, 2017

Smart Contracts on the Blockchain - Next Steps


Developing Smart Contracts on the Blockchain - Next Steps

Join other innovators Thursday, October 19 from 6:00 p.m. to 7:30 p.m. at the American Book Building located at 300 Pike Street, Cincinnati Ohio 45202 to continue our effort to develop Smart Contracts on the Blockchain. Parking is available in the lot south of the building under the overpass.

This is our second meeting and the initial attendees will continue work on development of a simple real estate rental agreement as a smart contract on the blockchain. New attendees are welcome and will become involved in development of a smart contract of their own on the blockchain.

IBREA Chapter Cincinnati, Ohio

This event doubles as a meeting of the Cincinnati Chapter of the International Blockchain Real Estate Association. Founded in Orange County, California by Ragnar Lifthrasir in 2013 IBREA now has 3,000 members in 17 countries. Members include professionals in real estate development, investment, escrow, title, law, brokerage, government and marketing. Below please find a few thoutghs on the nature of the blockchain.

Greed secures the blockchain, freeing capitalism on a global scale

Satoshi Nakamoto’s ingenious Bitcoin protocol leveraged an age old human behavior, greed, to secure the Bitcoin blockchain. The token of value in the protocol, Bitcoin, increases in value the more secure the system becomes. Accordingly, all with a stake in Bitcoin – holders of Bitcoin and / or users of the blockchain – share a vested interested interest in securing the kingdom. That instinct, to preserve one’s own resources, aka greed, incentivizes all stakeholders to act in a manner that enhances security of the system as a whole.

The protocol also enables peer to peer digital transfers of value within the system, without permission from a third party, trusted or otherwise and thus has the potential for exponential growth on the web. Releasing the power of capitalism over the web – and not Crony or Corporate Capitalism – will empower BILLIONS in poverty to participate in a system that raised BILLIONS out of poverty thanks to the industrial revolution and the knowledge economy, powered by the information age and now the blockchain. Deploying the knowledge economy on the blockchain will prove Hayek’s thesis in “The Fatal Conceit” (1988) millions of times every day.

A word of caution

The Bitcoin protocol only contemplates the mining of 21 million Bitcoins. Thus, at some point transaction fees will replace the mining of new bitcoins as the cost of validation. This will impact Miners, who validate transactions in exchange for newly minted Bitcoins. Some argue a dearth of engaged Miners spells doom for the Bitcoin platform. Others, however, rejects such fears and instead see an even brighter future for Bitcoin and other blockchain technologies. Your author falls in the later camp.

As the Bitcoin blockchain approaches the 21 million cap uncertainty reigns regarding exactly how the system will respond when the Bitcoin spigot cuts off for the Miners and they transition to a fee per transaction model. Ultimately however, given the nature and effect of Moore’s Law, I predict those per transaction fees will be far less than the value of a single Bitcoin as competition among Miners, and others offering the same service, emerges.

And as Satoshi wisely predicted, the ensuing system will operate smoothly and grow in strength. Smart contracts written on the blockchain hold enormous promise.

This Meetup Group is open to innovative collaborators interested in learning more about smart contracts and how to deploy smart contracts effectively.

James L. Salmon, Esq.
Collaborative Construction
300 Pike Street
Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

Our affiliates and their specialties
Need Smart IPD? Collaborative ConstructionNeed Smart BIM? Onuma, Inc.
Need Smart Lawyers? Benjamin Yocum and Heather, LLC
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Thursday, September 7, 2017

Pellets of Oil?




An interesting discovery out of Canada.

Gates and his team of researchers have developed the technology to the point where they can make pellets of various sizes right at the wellhead, using about the same amount of energy as it takes to add diluent to the bitumen to liquefy it for shipping via pipelines.

"Think Advil," Gates said. "You have the chemical material ... we're then exposing that material, on the outside, to a set of heat, pressure conditions, that then yield a asphaltine-rich coating. So, really just a coating that bounds the inner material."

ian gates

Ian Gates at the University of Calgary’s Schulich School of Engineering says his bitumen pellet invention will make it cheaper and safer to transport Alberta's energy products by rail. (CBC)

Environmentally safe

The pellets are tough and can be safely transported by rail or truck without worrying about spills. Because of a gas bubble injected inside each pellet, they are also buoyant, Gates says.

"They're nice and hardy. If you put them in water, they'll sit like that for a very long time," Gates said.

"It's a safe product for transport."

Read the Whole Thing

James L. Salmon, Esq.
Collaborative Construction
300 Pike Street
Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

Our affiliates and their specialties
Need Smart IPD? Collaborative ConstructionNeed Smart BIM? Onuma, Inc.
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Thursday, August 31, 2017

The Mathematical Corporation




Just read an excerpt from a new book, The Mathematical Corporation, written by two VPs at Booz Allen Hamilton that grapples with the complexity of knowledge in the context of a BIG DATA and what it means to leadership in the future. Very interesting stuff.

James L. Salmon, Esq.
Collaborative Construction
300 Pike Street
Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

Our affiliates and their specialties
Need Smart IPD? Collaborative ConstructionNeed Smart BIM? Onuma, Inc.
Need Smart Lawyers? Benjamin Yocum and Heather, LLC
Need Smart Built Assets? Smart Built Cultures
Need Smart Trusted Partners? Golden Rule Alliance
Need Smart Investment Properties? Smart Property Group

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Thursday, August 24, 2017

What is a smart contract on the blockchain?




Smart Contracts written on the blockchain are Turing enabled blockchains, or distributed ledgers that utilize logic loops and forks, that support automated identification of participants in self-enforcing “smart contracts” that leverage data traditionally left in silos on the web. Clever cryptography in the code by-passes intermediaries normally entrusted to verifying transactions. This dramatically reduces the trust gap for transactions of all kinds.  

Reducing the trust gap in commerce is a paradigm shift as dramatic as our shift to a knowledge economy.

It is not dis-similar to the shift from oral traditions to cuneiform writing in Mesopotamia, moving from hand writing to the printing press in the middle ages, and transitioning from an agricultural economy to an industrial economy and then, ultimately, to our current knowledge economy. 

This TedX Talk by Richie Etwaru explains the paradigm shift associated with dramatic reductions in the trust gap.

Richie also wrote a book, Blockchain: Trust Companies where he argues every company is at risk of being disrupted by a trusted version of itself. 

At Collaborative Construction we are committed to driving disruption by trusted companies. If you are trusted company and you want to utilize smart contracts written on the blockchain, then reach out to us.
  

James L. Salmon, Esq.
Collaborative Construction
300 Pike Street
Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

Our affiliates and their specialties

Need Smart IPD? Collaborative ConstructionNeed Smart BIM? Onuma, Inc.
Need Smart Lawyers? Benjamin Yocum and Heather, LLC
Need Smart Built Assets? Smart Built Cultures
Need Smart Trusted Partners? Golden Rule Alliance
Need Smart Investment Properties? Smart Property Group

James L. Salmon's CV












Wednesday, August 23, 2017

What is a blockchain?




More and more I get asked "What is a blockchain?" below is my current working definition.

A blockchain, ideally written in open source computer code, records and time stamps authorized transactions on a ledger distributed over the web, creating immutable records of transactions in append-only databases stored on computers all over the world. This creates transparent audit trails, reduces the trust gap, increases accountability and, overtime, creates a virtually un-hackable chain of transactions. Bitcoin and other crypto currencies reside on such ledgers.

This disruptive technology is poised to dramatically close the trust gap on a wide variety of transactions, reducing friction associated with transactions of all kinds all over the world in the years to come. If you or you company have an interest in writing smart contracts on the blockchain reach out to Collaborative Construction as we are on the forefront of this from a built environment and legal perspective.

James L. Salmon, Esq.
Collaborative Construction
300 Pike Street
Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com


Our affiliates and their specialties
Need Smart IPD? Collaborative ConstructionNeed Smart BIM? Onuma, Inc.
Need Smart Lawyers? Benjamin Yocum and Heather, LLC
Need Smart Built Assets? Smart Built Cultures
Need Smart Trusted Partners? Golden Rule Alliance
Need Smart Investment Properties? Smart Property Group

James L. Salmon's CV












Tuesday, August 22, 2017

Delaware Approves Blockchain for Stock




The State of Delaware continues to lead the way on the adoption and use of blockchain technologies in the US.

Delaware Assembly Passes Law Legalizing Blockchain Trades

The State of Delaware just took a historic step toward ensuring that US stock exchanges will soon be violently disrupted by blockchain technology - possibly to the extent of being rendered obsolete. CoinDesk reports that lawmakers in the state’s general assembly passed a law that makes explicit the right to trade stocks on a blockchain.

Read the whole thing!

James L. Salmon, Esq.
Collaborative Construction
300 Pike Street
Cincinnati, Ohio 45202

Office 513-721-5672
Fax 513-562-4388
Cell 512-630-4446
JamesLSalmon @ gmail dot com

Our affiliates and their specialties
Need Smart IPD? Collaborative ConstructionNeed Smart BIM? Onuma, Inc.
Need Smart Lawyers? Benjamin Yocum and Heather, LLC
Need Smart Built Assets? Smart Built Cultures
Need Smart Trusted Partners? Golden Rule Alliance
Need Smart Investment Properties? Smart Property Group

James L. Salmon's CV