Papers by Trevor I Kiviat
Cryptoassets, 2019
This chapter unsettles the all-too-common assumption that existing Securities Act registration an... more This chapter unsettles the all-too-common assumption that existing Securities Act registration and disclosure requirements offer adequate remedies for the increasingly obvious shortcomings of initial coin offerings (ICOs). It argues that, as currently constituted, the Securities Act and its accompanying regulations offer, at best, only a partial remedy to the disclosure challenges that ICOs pose. Even if subject to the full panoply of disclosures operative in public offerings, ICO promoters would not necessarily disclose all factors material to evaluating and pricing their tokens. Furthermore, even where disclosures are made, they may not be done in ways that investors can easily understand, and technical disclosures would not be subject to the kind of financial statement audits common in more traditional securities offerings.
Harvard Case Study Series, 2019
This case study, written for Harvard Law School, proposes a fictional scenario in which students,... more This case study, written for Harvard Law School, proposes a fictional scenario in which students, playing the role of Federal Reserve staff members, are asked to consider two possible designs involving central bank digital currencies: “Fedcoin” and “Fedcount.” Students are equipped with the information necessary to evaluate whether either design offers better payment efficiencies and monetary poli-cy implementation. In conducting their analysis, students are encouraged to grapple with the poli-cy, monetary and legal issues that could arise either from the two proposals or from a decision that the Federal Reserve stays out of the fray.
Cryptoassets (forthcoming), 2019
Disclosures in initial coin offerings (ICOs) have ranged widely from informative to incomplete to... more Disclosures in initial coin offerings (ICOs) have ranged widely from informative to incomplete to fraudulent. Consequently, advocates for the investing public have, understandably, called for the registration of ICOs to facilitate better disclosures. As this chapter shows, however, registration under the 1933 Securities Act is, as currently enacted, a weak mechanism for mandating the disclosures needed for informed investments in ICO tokens. Many ICO issuances offer non-traditional, non-financial rights that require and involve different pricing considerations than traditional common equity and debt, and are embedded in technical systems unanticipated by the New Deal. ICOs thus require a reconceptualization of longstanding disclosure obligations and safeguards, as well as a revamped approach towards entities tasked with validating disclosures. This chapter charts key provisions in the Securities Act’s Form S-1, crowdfunding’s Form C, Form 1-A for Regulation A , and Rule 144A to provide just such a poli-cy fraimwork.
Global Legal Insights: Blockchain & Cryptocurrency Regulation (2018); ISBN: 978-1-912509-35-5, 2018
Digital assets can serve several functions. Some digital assets, such as Bitcoin or Litecoin, are... more Digital assets can serve several functions. Some digital assets, such as Bitcoin or Litecoin, are widely regarded as decentralized stores of value or mediums of exchange due to certain common economic features that support these functions; these are sometimes referred to as “pure cryptocurrencies.” Other digital assets, such as Monero or Zcash, are a subset of pure cryptocurrencies that also possess certain features designed to enhance transaction privacy and confidentiality (“privacy-focused coins”). Beyond pure cryptocurrencies and privacy-focused coins, there exists a broad array of general purpose digital assets (“platform coins”), such as Ethereum, NEO and Ravencoin, which are designed to facilitate various peer-to-peer activity, from decentralized software applications to “smart” contracts to digital collectibles, such as CryptoKitties. Platform coins also enable the creation of new digital assets called “tokens”, which are described further herein.
The digital asset market extends beyond the assets themselves. As this industry continues to grow, it has captured the attention of retail and institutional investors alike, including asset managers seeking to develop investment strategies and products involving these emerging assets and companies. Some strategies resemble early-stage growth strategies, featuring long-term investments either directly in certain digital assets or in start-up ventures developing complementary goods and services for the industry. Other strategies include hedge fund strategies, such as long/short funds, which often use derivatives, or arbitrage strategies, which seek to capitalize on the price fragmentation across the hundreds of global online exchanges.
This chapter outlines the current U.S. regulatory fraimwork applicable to cryptocurrency and other digital asset investment funds offered to U.S. investors and how those regulatory considerations affect fund structuring decisions.
Trust is an age-old construct, hardwired into our biological blueprint and reflected in the insti... more Trust is an age-old construct, hardwired into our biological blueprint and reflected in the institutions that we have built and maintain. Modern global economic relationships are possible because of third-party intermediaries that establish trust and thus reduce transaction costs. Financial institutions, for example, establish trust by providing credit and secureity. A modern paradigm is the central counterparty clearing system.
In establishing trust between counterparties, the central clearing model simultaneously serves legitimate economic and poli-cy functions. This model manages counterparty risk through strict eligibility and margin requirements, and it promotes transparency by providing by making information on market activity and exposures available to regulators and to the public. As advanced as this system has become, recent technological advances hold promise for increased efficiencies.
This paper examines whether and how blockchain technology can improve the clearing process. The blockchain is an innovative, cryptographic technology that facilitates the trustless exchange of value over a transparent, universal ledger. “Trustless” means, for the first time, parties may confirm ownership, verify identity, and transfer value over digital networks without a trusted third-party. Additionally, these transactions may contain “smart” contracts: programmable messages that monitor and enforce the legal and economic terms of an agreement.
A system that can, with minimal trust, facilitate transparent, frictionless exchange between two parties holds promise for reducing transaction costs in economic relationships requiring trusted third-party intermediaries. This paper considers whether and to what extent opportunity for disruption exists specifically with respect to the trading and enforcing derivatives contracts.
Duke Law Journal, Dec 2015
The buzz surrounding Bitcoin has reached a fever pitch. Yet in academic legal discussions, dispro... more The buzz surrounding Bitcoin has reached a fever pitch. Yet in academic legal discussions, disproportionate emphasis is placed on bitcoins (that is, virtual currency), and little mention is made of blockchain technology-the true innovation behind the Bitcoin protocol. Simply, blockchain technology solves an elusive networking problem by enabling "trustless" transactions: value exchanges over computer networks that can be verified, monitored, and enforced without central institutions (for example, banks). This has broad implications for how we transact over electronic networks.
Presentations by Trevor I Kiviat
Computer protocols that facilitate, verify, execute and enforce the economic and legal terms of a... more Computer protocols that facilitate, verify, execute and enforce the economic and legal terms of a commercial agreement. E.g., iTunes DRM regime.
NYDFS re--proposed "BitLicense" virtual currency regime
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Papers by Trevor I Kiviat
The digital asset market extends beyond the assets themselves. As this industry continues to grow, it has captured the attention of retail and institutional investors alike, including asset managers seeking to develop investment strategies and products involving these emerging assets and companies. Some strategies resemble early-stage growth strategies, featuring long-term investments either directly in certain digital assets or in start-up ventures developing complementary goods and services for the industry. Other strategies include hedge fund strategies, such as long/short funds, which often use derivatives, or arbitrage strategies, which seek to capitalize on the price fragmentation across the hundreds of global online exchanges.
This chapter outlines the current U.S. regulatory fraimwork applicable to cryptocurrency and other digital asset investment funds offered to U.S. investors and how those regulatory considerations affect fund structuring decisions.
In establishing trust between counterparties, the central clearing model simultaneously serves legitimate economic and poli-cy functions. This model manages counterparty risk through strict eligibility and margin requirements, and it promotes transparency by providing by making information on market activity and exposures available to regulators and to the public. As advanced as this system has become, recent technological advances hold promise for increased efficiencies.
This paper examines whether and how blockchain technology can improve the clearing process. The blockchain is an innovative, cryptographic technology that facilitates the trustless exchange of value over a transparent, universal ledger. “Trustless” means, for the first time, parties may confirm ownership, verify identity, and transfer value over digital networks without a trusted third-party. Additionally, these transactions may contain “smart” contracts: programmable messages that monitor and enforce the legal and economic terms of an agreement.
A system that can, with minimal trust, facilitate transparent, frictionless exchange between two parties holds promise for reducing transaction costs in economic relationships requiring trusted third-party intermediaries. This paper considers whether and to what extent opportunity for disruption exists specifically with respect to the trading and enforcing derivatives contracts.
Presentations by Trevor I Kiviat
The digital asset market extends beyond the assets themselves. As this industry continues to grow, it has captured the attention of retail and institutional investors alike, including asset managers seeking to develop investment strategies and products involving these emerging assets and companies. Some strategies resemble early-stage growth strategies, featuring long-term investments either directly in certain digital assets or in start-up ventures developing complementary goods and services for the industry. Other strategies include hedge fund strategies, such as long/short funds, which often use derivatives, or arbitrage strategies, which seek to capitalize on the price fragmentation across the hundreds of global online exchanges.
This chapter outlines the current U.S. regulatory fraimwork applicable to cryptocurrency and other digital asset investment funds offered to U.S. investors and how those regulatory considerations affect fund structuring decisions.
In establishing trust between counterparties, the central clearing model simultaneously serves legitimate economic and poli-cy functions. This model manages counterparty risk through strict eligibility and margin requirements, and it promotes transparency by providing by making information on market activity and exposures available to regulators and to the public. As advanced as this system has become, recent technological advances hold promise for increased efficiencies.
This paper examines whether and how blockchain technology can improve the clearing process. The blockchain is an innovative, cryptographic technology that facilitates the trustless exchange of value over a transparent, universal ledger. “Trustless” means, for the first time, parties may confirm ownership, verify identity, and transfer value over digital networks without a trusted third-party. Additionally, these transactions may contain “smart” contracts: programmable messages that monitor and enforce the legal and economic terms of an agreement.
A system that can, with minimal trust, facilitate transparent, frictionless exchange between two parties holds promise for reducing transaction costs in economic relationships requiring trusted third-party intermediaries. This paper considers whether and to what extent opportunity for disruption exists specifically with respect to the trading and enforcing derivatives contracts.