[zekevermillion]

Hey Greg. Securities law is an area where a lot of lawyers have limited focus. A typical startup lawyer (such as myself, before retiring) may be knowledgeable about common exemptions for private offerings but less so when it comes to the larger universe of securities. The SEC's position on p2p assets is best put in this write-up by the corporate finance head William Hinman [1]. The SEC is not concerned so much with the details of how a token works, but rather in how it is offered on a case-by-case basis. Keep in mind that in the US, we do not focus on the security but on the offering.

Also a token that is offered in a securities offering may later be traded in a way that is not an offering of securities, for example if the protocol becomes sufficiently decentralized at a later date.

For myself, I would steer well clear of anything that looks at all like a securities offering of p2p assets b/c I like to keep my life as simple as possible. But I realize that is not advice everyone wants to follow.

The SEC is not the biggest threat here -- as you can see with projects such as Tezos, the bigger threat is the private securities bar which will go after any token offering that leaves a deep pocket. Even if the SEC and state regulators aren't concerned with your offering, the private bar will go after anything that plausibly is an illegal securities offering, provided that the pot of money is worthwhile target. This is exactly the kind of hazard that p2p protocols are perfect for avoiding, so why bother making a new p2p protocol that is vulernable to this kind of risk???

I'm a retired lawyer and this is NOT legal advice for anyone. :))

[1] https://www.sec.gov/news/speech/speech-hinman-061418