>> Narrator: From Miami Beach, Florida, it's theCUBE, covering Acronis Global Cyber Summit 2019. Brought to you by Acronis. >> Okay, welcome back everyone. It's theCUBE's two day coverage of Acronis' Global Cyber Summit 2019, here in Miami Beach, at the Fontainebleau Hotel. I'm John Furrier, host of theCUBE. We're with Katya Fisher, Partner Chief and Chief Privacy Officer at Greenspoon Marder. Legal advice is right here on theCUBE, ask her anything. We're going to do a session here. Thanks for coming on, appreciate it. >> Thank you very much, I'm going to have to do the little disclaimer that all lawyers do, which is, nothing here is to be construed as advice. It's just opinions and information only. >> I didn't mean to set you up like that. All kidding aside, you closed for the panel here for Acronis' conference. Obviously, cyber protection's their gig. Data protection, cyber protection. Makes sense, I think that category is evolving from a niche, typical enterprise niche, to a much more holistic view as data becomes you know, critical in the security piece of it. What was on the, what were you guys talking about in the panel? >> Well, so, the first issue that you have to understand is that cyber protection is something that has now become critical for pretty much every individual on the planet, as well as governments. So something that we talked about on the panel today was how governments are actually dealing with incoming cyber threats. Because now, they have to take a look at it from the perspective of, first of all, how they themselves are going to become technologically savvy enough to protect themselves, and to protect their data, but also, in terms of regulation and how to protect citizens. So, that was what the panel discussion was about today. >> On the regulatory front, we've been covering on SiliconANGLE, our journalism site, the innovation balance, is regulatory action helpful or hurtful to innovation? Where is the balance? What is the education needed? What's your thoughts on this, where are we? I mean early stages, where's the progress? What needs to get done? What's your view on the current situation? >> So, I'm an attorney, so my views are perhaps a bit more conservative than some of the technologists you might speak with and some of my clients as well. I think that regulation is, as a general matter, it can be a good thing. And it can be quite necessary. The issues that we see right now, with regard to regulation, I think one of the hottest issues today is with respect to data laws and data privacy laws. And that's obviously something that I think everyone is familiar with. I mean take a look at, in the United States alone. We've seen the city of Baltimore dealing with breaches. We've seen other parts of the government, from the Federal level all the way down to municipalities, dealing with breaches in cyber attacks. We've seen data breaches from banks, Capital One, right? I believe Dunkin' Donuts suffered a breach. Equifax, and then at the same time we've also seen individuals up in arms over companies like 23andMe and Facebook, and how data is used and processed. So data seems to be a very very hot button issue today across the board. So something that we're really thinking about now is, first of all, with respect to the regulatory climate, how to deal with it, not only in the United States, but on a global level, because, when we talk about technology and the internet right, we're in an era of globalization. We're in an era where a lot of these things go across boarders and therefore we have to be mindful of the regulatory regimes in other places. So, I'll give you an example. You might be familiar with the GDPR. So the GDPR is in the European Union. It's been in effect now for the last year and a half, but it affects all my U.S. clients. We still have to take a look at the GDPR because at the end of the day my clients, my firm, might be dealing with foreign companies, foreign individuals, companies that have some sort of nexus in the European Union, et cetera. So because of that, even though the GDPR is a set of regulations specific to the European Union, it becomes extremely important in the context of the United States and globally. At the same time, the GDPR has certain issues that then end up conflicting often times with some of the regulations that we have here in the United States. So, for example, the right to be forgotten is perhaps the most famous clause or part of the GDPR and the right to be forgotten is this concept in the GDPR that an individual can have information erased about him or her in order to protect his or her privacy. The problem is that from a technical's perspective, first of all, it's an issue because it becomes very very difficult to figure out where data is stored, if you're using third-party processors, et cetera. But from a regulatory perspective, the conflict comes in when you take a look at certain U.S. laws. So take a look for example at banking regulations in the United States. Banks have to hold some types of data for seven years and other types of data they can never delete. Right? Lawyers. I am licensed by the New York State Bar Association. Lawyers have their own rules and regulations with regard to how they store data and how they store information. HIPAA, medical records. So, you see these conflicts and there are ways to deal with them appropriately, but it becomes some food for thought. >> So it's complicated. >> It's really complicated >> There's a lot of conflicts. >> Yeah. >> First of all, I talked to a storage guy. He's like data? I don't even know which drive that's on. Storage is not elevated up to the level of state-of-the-art, from a tracking standpoint. So, it's just on the business logic is complicated. I can't imagine that. So, I guess my question to you is that, are you finding that the jurisdictional issue, is it the biggest problem, in terms of crossport and the business side or is the technical underpinnings, that with GDPR's the problem or both? What's your-- >> I mean it's both, right? They're a lot of issues. You're right, it's very complicated. I mean, in the United States we don't have some sort of overarching federal law. There's no cyber protection law in the United States. There's no overarching data protection law. So, even in the U.S. alone, because of federalism, we have HIPAA and we have COPPA which protects children and we have other types of acts, but then we also have state regulations. So, in California you have the California Privacy Act. In New York you have certain regulations with regard to cyber security and you have to deal with this patchwork. So, that becomes something that adds a new layer of complexity and a new layer of issues, as we take a look, even within the U.S. alone, as to how to deal with all of this. And then we start looking at the GDPR and all of this. From a technical perspective. I'm not a technologist, but. >> Katya, let me ask you a question on the (mumbles) and business front. (mumbles) I think one of the things. I'm saying it might or may not be an issue, but I want to get your legal weigh-in on this. >> Katya: Sure. >> It used to be when you started a company, you go to Delaware, very friendly, domicile in Delaware, do some formation there, whether you're a C corp or whatever, that's where we tend to go, raise some money, get some preferred stock, you're in business. >> Is there a shift in where companies with domicile, their entity, or restructure their companies around this complexity? Because, there's two schools of thought. This brute force act, everything coming at you, or you restructure your corporate formation to handle some of the nuances, whether it's I have a Cayman or a Bermuda... whatever's going on in the regulatory regime, whether it's innovative or not. Are people thinking like that? Or, what's your take on it? What's some of the data you're seeing from the field around, restructuring around the problem? >> So, with respect to restructuring, specifically around data laws and data protection laws, I'm not seeing too much of that, simple because of the fact that regulations like the GDPR are just so all-encompassing. With respect to companies setting up in Delaware as opposed to other jurisdictions, those are usually based on two issues, right, two core ones, if I can condense it. One has to do with the court system and how favorable a court system is to the corporation, and the second is taxes. So, a lot of times when you see companies that are doing all of this restructuring, where they're setting up in offshore zones, or et cetera, it's usually because of some sort of a tax benefit. It might be because of the fact that, I don't know, for example, intellectual property. If you have a company that's been licensing IP to the United States, there's a 30% withholding tax when royalties are paid back overseas. So a lot of times when you're looking at an international structuring, you're trying to figure out a jurisdiction that might have a tax treaty with the United States, that will create some sort of an opportunity to get rid of that 30% withholding. So, that's where things usually come into play with regard to taxes and IP. I haven't seen yet, on the side of looking for courts that are more favorable to companies, with respect to data privacy and data protection. I just haven't seen that happen yet because I think that it's too soon. >> How do companies defend themselves against claims that come out of these new relations? I mean GDPR, I've called it the shitstorm when it came out. I never was a big fan of it. It just didn't. I mean, I get the concept, but I kind of understood the technical issues, but let's just say that you're a small growing business and you don't have the army of lawyers or if someone makes a claim on you, I have to defend it. How are companies defending themselves? Do they just shut down? Do they hire you guys? I mean, obviously lawyers need to be involved. But, at some point there's a line of where having a U.S. company and someone consumes my media in Germany and it says, hey I'm a German citizen. You American company, delete my records. How does that work? Do I have to be responsible for that? I mean, what's? >> So, it's really case-by-case basis. First of all, obviously, with regard to what I was talking about earlier, with respect to the fact that there are certain regulations in the U.S. that conflict with GDPR and the right to be forgotten. If you can actually assert a defense and sort of a good reason for why you have to maintain that information, that's step one. Step two is, if it's some complaint that you received, is to delete the person's information. There's an easier way to do it. >> Yeah, just do what they want. >> Just comply with what they want. If somebody wants to be off of a mailing list, take them off the mailing list. The third is, putting in best practices. So, I'm sure a lot of things that people see online, it's always great to go ahead and obtain legal counsel, even if you're consulting with a lawyer just for an hour or two, just to really understand your particular situation. But, take a look at privacy policies online. Take a look at the fact that cookies now have a pop-up whenever you go to a website. I'm sure you've noticed this, right? >> John: Yeah. So, there are little things like this. Think about the fact that there are, what is known as clickwrap agreements. So, usually you have to consent. You have to check a box or uncheck a box with respect to reading privacy policies, being approved for having your email address and contact information somewhere. So, use some common sense. >> So, basically don't ignore the prompt. >> Don't ignore the problem. >> Don't ignore it. Don't stick your head in the sand. It'll bite you. >> Correct. And the thing is, to be honest, for most people, for most small companies, it's not that difficult to comply. When we start talking about mid-size and large businesses, the next level, the next step, obviously beyond hiring attorneys and the like, is try to comply with standards and certifications. For example, there's what is known as ISO standards. Your company can go through the ISO 27001 certification process. I think it costs around approximately $20,000. But, it's an opportunity to go ahead, go through that process, understand how compliant you are, and because you have the certification, you're then able to go to your customers and say, hey, we've been through this, we're certified. >> Yeah. Well, I want to get, Katya, your thoughts, as we wrap up on this segment, around Crypto and Blockchain. Obviously, we're bullish on Blockchain. We think this is a supply chain. (mumbles) Blockchain can be a good force, although some think there's some work needs to be done on the whole energy side of it, which is, we would agree. But, still. I'm not going to make that be a wet blanket of excitement. But cryptocurrency has been fraudulent. It's been. The SCC's been cracking down in the U.S., in the news. Lieber's falling apart, although, I called that separately, but, (laughing) it had nothing to do with that Lieber. It was more of Facebook, but. Telegram. We were talking about that, others. People are getting handcuffed on this stuff. They're really kind of clamping down. But, overseas in Asia, it's still an unregulated, seems to be (mumbles) kind of market. Your advice to clients was to shy away, be careful? >> My advice to clients is as follows. First of all, Blockchain and cryptocurrency are not the same thing. Right? Cryptocurrency is a use case coming out of Blockchain technology. I think that in the United States, the best way to think about it is to understand that the term cryptocurrency, from a regulatory perspective, is actually a misnomer. It's not a currency. It's property. Right? It's an asset. It's digital assets. So, if you think about it the same way that we think of shares in a company, it's actually much easier to become compliant, because, then you can understand that it's going to be subject to U.S. securities laws, just like other securities. It's going to be taxed, just like securities are taxed, which means that it's going to be subject to long and short-term capitol gain, and it's also going to be subject to the other regulatory restrictions that are adherent to securities, both on the federal and state level. >> It's interesting that you mentioned security. The word security. If you look back at the ICO craze, internet coin offerings, crypto offerings, whatever you call it, The people who got whacked the most were the ones that went out as a utility tokens. Not to get nerdy on this, but utility and security are two types of tokens. The ones that went out and raised money as the utility token had no product, raised money using the utility that doesn't exist. That's essentially a security. And, so, no wonder why they're getting slapped. >> They're securities. Look, Bitcoin, different story, because Bitcoin is the closest to being I guess, what we could consider to be truly decentralized, right? And the regulatory climate around Bitcoin is a little bit different from what I'm talking about, with respects to securities laws. Although, from a tax perspective, it's the same. It's taxed as property. It's not taxed the way that foreign currency is taxed. But ultimately, yeah. You had a lot of cowboys who went out, and made a lot of money, and were just breaking the law, and now everyone is shocked when they see what's going on with this cease-and-desist order from the SCC against Telegram, and these other issues. But, none of it is particularly surprising because at the end of the day we have regulations in place, we have a regulatory regime, and most people just chose to ignore it. >> It's interesting how fast the SCC modernized their thinking around this. They really. From a speed standpoint, all government agencies tend to be glacier speed kind of movement. They were pretty fast. I mean, they kind of huddled on this for a couple months and came out with direction. They've been proactive. I got to say. I was usually skeptical of most government organization. I don't think they well inform. In this case, I think the SCC did a good job. >> So, I think that the issue is as follows. You know, Crypto is a very very very small portion of what the SCC deals with, so, they actually paid an inordinate amount of attention to this, and, I think that they did it for a couple of reasons. One is because, you asked me in the beginning of this interview about regulations versus innovation. And, I don't think anyone wants to stifle innovation in America. It's a very interesting technology. It's very interesting ideas, right? No one wants that to go away and no one wants people to stop experimenting and stop dreaming bigger. At the same time, the other issue that we've seen now, especially, not only with the SCC, but with the IRS now getting involved, is the fact that even though this is something very very small, they are very concerned about where the technology could go in the future. The IRS is extremely concerned about erosion of the tax space. So, because of that, it makes a lot of sense for them to pay attention to this very very early on, nip this in the bud, and help guide it back into the right direction. >> I think that's a good balance. Great point. Innovation doesn't want to be stifled at all, absolutely. What's new and exciting for you? Share some personal or business updates in your world. What's going on? What's getting you excited these days, in the field? >> What's getting me excited these days? Well, I have to tell you that one thing that actually has gotten me excited these days is the fact that the Blockchain and cryptocurrency industries have grown up, substantially. And, now we're able to take a look at those industries in tandem with the tech industry at large, because they seem to sort of be going off in a different direction, and now we're taking a look at it, and now you can really see sort of where the areas that things are going to get exciting. I look at my clients and I see the things that they're doing and I'm always excited for them, and I'm always interested to see what new things that they'll innovate, because, again, I'm not a technologist. So, for me, that's a lot of fun. And, in addition to that, I think that other areas are extremely exciting as well. I'm a big fan of Acronis. I'm a big fan of cyber protection issues, data protection, data regulation. I think something that's really interesting in the world of data regulation, that actually has come out of the Blockchain community, in a way, is the notion of data as a personal right, as personal property. So, one of the big things is the idea that now that we've seen these massive data breaches with Facebook and 23andME, and the way that big government, big companies, are using individuals' datas, the idea that if data were to be personal property, it would be used very very differently. And technologists who are using Blockchain technology say that Blockchain technology might actually be able to make that happen. Because if you could have a decentralized Facebook, let's say, people could own their own data and then use that data as they want to and be compensated for it. So, that's really interesting, right-- Yeah, but, if you're just going to use the product, they might as well own their data, right? >> Katya: Exactly. >> Katya, thanks for coming on theCUBE. Thanks for the insight. Great, compelling narrative. Thanks for sharing. >> Sure, thank you very much. >> Appreciate it. I'm John Furrier here on theCUBE, Miami Beach, at the Fontainebleau hotel for Acronis' Global Cyber Summit 2019. We'll be back with more coverage after this short break.

>> Voiceover: From New York, it's theCUBE covering Blockchain Week. Now, here's John Furrier. >> Hello everyone, welcome back, I'm John Furrier here in the ground in New York City, Manhattan, for Blockchain Week New York, also day three of Consensus 2018; it's a huge event, everyone's here in all the action. Philipp Pieper's the CEO and co-founder of... he's with Swarm Funds; now, it's an interesting story, we've interviewed a couple of other companies: Polymath, Securitize, these guys got a unique value proposition. Philip, Swarm Funds, tell about what you guys are doing? >> Sure. >> What's the value proposition, where you guys are at? >> So we are the first security token framework that is live in the market. We launched, actually, end of January, only three months after the ICO, and we focus actually on tokenizing LP positions and funds, and we do that with a unique legal structure, governing structure, and obviously token infrastructure, that actually is meant to become a lingua franca that anyone in the market can collaborate on, so we even invite the previously named companies to actually collaborate with this because it's not a one-person or one organization sellout. >> And you got a shipping product. >> We have a shipping product. We actually have business on it, which means that there's funds that have tokenized on our platform, four of them actually. We have another 50 right now in the pipeline, so the next couple of weeks we're going to see at least nine to maybe 15 that are going to come to the market. >> So, I understand your value proposition. Are you guys operationalizing venture capital or equity partners? Or is it targeting entrepreneurs themselves or both? Who's the customer for you? >> So, on the project side, on the investment opportunity side, it's actually people that have something that they've done in the past that have existing business and where we just become another part of their capital structure. So, when you >> Give me an example. >> When you focus on a fund, so for example, we have a fund called Andra Capital that is a pre-IPO tech fund, so you can buy into a composite of Airbnb, Uber, and other tech companies where they buy secondaries off the market. They're an existing fund, they have existing LP's, they have existing business, and for them to open up to the crypto landscape, both for crypto investors as well as family offices, we're that conduit. >> Yeah. >> So, for them it's no change of legal structures, they can just do this in the existing way, and for us in the crypto community it's an excellent way to democratize access to that, so you can get into these kind of things that normally were only for the privileged investors. >> And so the benefit to them is that they don't have to unwind or mess with a tangled web of deals and LP's, relationships, because it's complicated, the side deals, all kinds of, not side deals, but you know what I'm saying, like one, there's a lot of moving parts, right, so? >> Well, yeah, and even more so, they don't have to put all their chips into this one thing that, you know, we all believe that is going to be big, but who knows whether it's going to pan out? So, you know, if I would approach one of those partners and say, "Well, your entire fund has to be tokenized." That's a pretty big deal with a lot of resistance. In this way, they can just open up a backdoor saying, "Okay, let's test this out, see how it works" and, by the way, they can actually push their existing investors to that direction, too, because it has a liquidity to it. That's the key element that is missing >> Yeah and they don't have to do anything different, so it's really smart. So, I've got to ask you, so, your advice or security token's been a pretty positive reaction from most folks. Hey, finally a security token, there are people are raising money, that's what we're doing, I mean that's what we're doing, no one has product. I mean, we have a product, some people have products, you have products. The thing is that there's very few people that have products so they're basically raising money. So call it what it is, it's a raising money token. Security tokens are now good, but as the entrepreneurs out there, they say, "Well, do I just pledge with my cashflow, or do I put equity against it?" What's your vision on how entrepreneurs should think about what they give up for the tokens, how they securitize it? >> Are you meaning that the entrepreneurs actually come to the space with their entrepreneurial efforts or? >> So, I'm an entrepreneur and I say I want to raise 15 million dollars or 10 million dollars on an issuing a security token and what do I get for that? So the investor wants security. >> Well, the investor wants actually something that is reliable in the most legal way possible, which means that it is something that they can, you know, have confidence that there's something on the other end, that there is a trustful asset that is underlying, that there's a legal stress that they can put this to and if things go sideways, that they have a voice that they can actually govern their ownership with. >> What is that now, what's the standard? Is there a standard evolving around what that is behind the security token? Is it cashflow, is it equity? >> Well, so, in our case we pay attention to actually having a vetting process that actually makes sure that things exist where actually, so this one token being the utilities, sort of like, it's a token to consider us as an AWS for fund operations, so, we incentivize existing players to help vet. We are working with some of the biggest servicing firms and auditing firms to, in the end, actually put the rubber stamp on stuff saying this actually is in existence and it's being, you know, looked at in detail, and the community in the end then can actually say, "We want this, too" or "We don't want this." So, there's multiple hoops that someone has to jump through before they can actually claim to be on a network like Swarm on this SRC-20 token that we have. >> What's interesting, too, is that what I like about your business model is that there's leverage, too, and, as you do things, you don't have to do it again, and, so, everyone has to sort of replicate and provision their company some way, right? So, it's complicated. >> Well, and, by the way, just to extend that also to the fact that there's only, there's one investor graph that is a qualified investor graph that basically anyone can chip in to, and it makes it incredibly easy for a qualified investor to move around on amongst different security tokens, and not just do that, like on a dedicated platform, but we are taking this into existing exchanges. You can even think of a model where this works with a decentralized exchange, where people can confidently actually trade one another and they don't have to requalify with the decentralized exchange, which doesn't have an organization to qualify them. >> It sounds like cloud computing and devops in action. >> Yeah. >> Bringing in some crypto, so you probably bring great service, okay, what else is going on, how much did you raise, how big is the team, what's going on with the company? >> Yeah. >> What's next? What's on the road map? >> So, we actually started thinking this end of 2016, before this whole craziness started, so there's a lot of pen to paper that we had to put in place, so there's a preparation into the ICO that we did in September/October; we were very restrictive, the way that we did it, we had a token liquidator release in order to appeal to some of the more US-focused investors. We raised 5.5 million dollars back then, valued in ether, pretty good. We then actually, the foundation still hold half of the tokens, we just were really cleared to be not a security. In this realm, we clearly separated the security from the utility function and we are off to the races with actually not just being listed on exchanges but also to actually list the security tokens on exchanges with a clear mandate by the token issuers that that's something that they are qualified to do. >> That's awesome. So, Philipp, I'm going to give you a use case, if I'm going to do a token offering, say for theCUBE, hypothetical, wink wink, what do I do? How do I engage with you? Would I use your service? How would I use your service? I'm going to issue tokens, you know, we're building the business, we're building the brand, we're going to open it up. I don't have time to deal with all those details. It's a lot of hassles. Do I do the Cayman Islands, special purpose vehicles, I mean, where is my entity, what's my domicile, what's the law here? Do I use you? I mean, would I use you guys and that would be the service or are you targeting, would I have to go somewhere else? Who do I use? Who would I, how would I use Swarm? >> Well there's two parts to answer that question: one is actually, obviously, we have a lot of institutional organizations on the other end that have their own custom setup, they have existing things, we make it incredibly easy for them to engage with us because we form these SPV's which are, you know, so far we've trialed this in MBVI and Cayman's and Estonia and Lichtenstein, but those entities become shareholders of the underlying assets. So, if someone wants to list something, they go to tokenize.swarm.fund; there's an in-take form that actually allows them to supply their proposals, their proposals get put through different layers of vetting, so we work with... >> From your team? >> Well, first on our team, but we work with external people that vet that, too, and then actually it goes to an auditing firms that actually then say this is something real because before we take it to market, and actually offer it to the broader community, we really want to make sure that this is actually something that has validity to it because, as you know, market can be killed by the first ill leanings of actually something not being real. >> So do you pay for those service or is it paid in tokens? >> It's paid in tokens. Again, the analogy is the AWS, so it's basically, if someone wants to list, there's a gas for a fund listing that has to be paid, and that goes to both investor qualification as well as the auditing process. The same actually applies to the fund operations, so there's gas for fund operations, which goes to the technical nodes, the legal service providers we work with, accounting firms, people that want to do due diligence, like say I receive a nav report and that adds some value through it. >> It's coin-operated, literally. >> Exactly, but if I receive a net asset value report from one of the underlying assets, and I as an investor don't believe it, I can stake to say I want to have KPMG go off and actually validate that this is actually real and it's actually built on standards. >> You're bringing a lot of service providers together, you're also providing some base services, that's cool, what's next, what are you going to do this next year? What's next for you guys the second half of the year? >> I think we're just scratching the surface of what this is going to do. I mean, we're very happy that actually there's a very big focus by the market on actually security tokens, Wall Street is taking it extremely serious and legislators across the world are taking it seriously, so we're very, very fortunate to be in some of those conversations with legislators who want the security tokens base to be compliant with what they're thinking about. I think it's just going to be volume, on both ends, our target is to actually have a hundred thousand active investors engaged. We want to have at least a hundred funds that are live on the platform on the network, and we want to stitch partnerships with whoever wants to participate. That makes this a frictionless ecosystem such that everyone can continue doing their business. >> Well, we need more faster, better products out there. The SEC, you've seen some of the regulatory issues, slowing things down in the US and a lot of action going on outside the United States, so, the sooner the better, right? >> Yeah, but I think the SEC is taking the approach to say, "We're going to regulate the bad actors, but we're urging a self-regulatory position by the industry." And, so, efforts like all the ones that you mentioned and us actually going in the direction to be compliant, not shying away from having security tokens in a legal fashion is the good news because the more we show that the more actually they understand that this is not some kind of evasion strategy in many different directions. >> Yeah, and we need to move faster, cool. Well, great job Philipp, we've got a great job here, Swarm Fund, check it out, they're really making it easier for investors and limited partners, the Big Money, to actually move an encrypto, open up a door, put a toe in the water, and make money, get liquid, thanks for coming on. >> Thanks so much. >> We appreciate it, BlockChain Week New York City, I'm John Furrier, thanks for watching.

>> Announcer: From New York, it's theCUBE, covering Blockchain Week, now here's John Furrier. (upbeat music) >> Hello and welcome back, this is theCUBE's coverage here in New York City in Manhattan at the Hilton Midtown for Consensus 2018 part of Blockchain Week New York. Our next guest here is Greg Landegger who's with Smith Parsons and Whittemore also known for Bit Digest, investor in this space since the beginning, welcome to theCUBE. >> Thank you for having me John. >> So I've got to ask you, you've been an investor in a lot of coins and equity deals the space is now busting out, I mean first of all are you amazed by the amount of people here? >> I'm more than amazed, it's surreal. >> And you now have an interesting culture of new investors in the space coming in. What's it like for you working with the new investors? >> So we are a single family office that started originally in 2014 and the way I describe it is for the past few years I was the loser at the lunchroom, everyone was making fun of me and then last year all the cool jocks wanted me to sit at their table. (John laughing) A lot of our bankers, all the traditional firms, started calling up saying, "What are you doing? What is this bitcoin thing that you've been spending your time on?" >> So you had a nice little cover story there for a while but can't ignore the returns, at the end of the day. >> That's exactly right, last year was too good a year. >> Alright, so talk about some of the dynamics that you're seeing here at Blockchain Week. What are you seeing? What's the top story, what's the big news that you think is most important? >> I think the news right now is that there's real development going on, I mean we're all waiting, the holy grail to me is coming up with an institutional custodial project. Ledger Wallets announced something today so we're very excited about that and there's more and more effort being done in that area. And that's really what'll bring in more people into the market. >> Big controversy yesterday in the panel about you know Blockchain washing or you know seeing blockchain, pretty heated argument there, your thoughts? I mean obviously, it's early, embryonic, it's growing really fast, I've heard the same arguments when the web came along, too slow, you know it's not fully functional, but it was still early. Same here? What's your take on all this? >> As an investor we'd like it to be must faster, but realistically everything's surpassing any expectations. I mean nobody, if you talked to people early last year we would laugh about people predicting bitcoin at 2,500. >> So with the coins, talk about the investment you're making in coins. >> So we invest it. >> 'Cause that's different than the equity. >> It is, but we had a learning experience where one of our companies ICOed, we chose not to participate in it and it was the wrong decision, it really told us we need to be on the equity side as well the coin side. >> When was that? Early on or? >> Last year. >> Last year. >> The middle of last year. >> Okay, so what kind of coin deals are you doing? What's that profile? >> So we do a little bit of everything, I mean we've come up with a term rebel coins which are the top six coins, it's Ripple, Etherium, Bitcoin, Bitcoin Cash, EOS, and Lightcoin, we like those. Then we invest in a total of about 20 coins. >> And the blockchain doesn't bother you in the performance and all that good stuff? >> No because we're making a bet on the future of different things >> Long game. >> It's a long game for us. >> What's your criteria for investment? You obviously get the, you're kind of a rebel in yourself, but your returns are there, I've seen this movie before in the web, but everything happened in the web and the returns were made you know really before the dot com bubble popped around 2001 timeframe. But there's still great returns, but the decisions were interesting then. How do you make your choices? How do you know what a good deal is? >> It's, I'd say 80% the team. Do they have the experience? Do they have an understanding of what they're doing? I mean I have a lot of great ideas on things I know nothing about and know I'll never succeed in 'em. So if we find a team that is experienced in an area, understands it, has a real go to market story, >> Interesting enough. >> that's exciting us. >> Okay so it's the classic criteria with a twist. How about running hard? You say really you got to run hard in this game it's a fast-moving, unlike the dot com bubble, this thing is highly accelerated, you got to, you can't be sittin' on you butt on this one. >> No agreed, you've got to be very aggressive in the area, but I think with the ICOs there's more money up front than people typically had and that's really what's changed the market a lot for us, is it's not a deal where the venture capitalists go out and give a million dollars to five companies, wait to see what happens, now those five companies are able to raise a lot more money, but it doesn't guarantee they'll succeed. >> Greg you've become kind of a great known investor, certainly the Bit Digest is well-known for great following there. I got to ask you the double coin question, pun intended. There's the good and the bad, name something that's really good about this industry right now, that people should know about that might not be familiar. And what are some of the things that you're concerned with? That you want to see kind of stopped, or bad behavior eradicated? Share your perspective on the double coin side of the life if you're in the crypto world. >> So let's, starting with the bad, I think it's education, people don't understand what's going on. We keep on hearing about Mt Gox, Silk Road, that's in the past, bitcoin, and I use bitcoin as a general term at times, but you know it is not a, I mean it's a transparent currency, it's safer than a lot of other things out there, people don't understand that and I blame the media a lot for just repeating the story, maybe it sells papers, but just people aren't explaining what's really going on in the market. >> That's the Ed model for you, if it leads, if it bleeds, it leads, and that's a story. No but I think people see the ICO things too happening right? They go, "Okay, there's been some scams on the ICO-side, so I've heard that story, you know I'm worried about that." >> I mean I've spent some time in the microcap space I dealt with a lot more questionable people in microcaps than I deal in crypto. >> You mean in the traditional market? >> Traditional, pink sheets area. >> So I think what's different now, I'd love to get your perspective on that I see at least, observation wise, is you have an open source ethos kind of community model where there's a lot of self-governing going on. Are you seeing the same thing? Is there people talking, it's a tight knit community, still small, growing, is there like a special self-governance thing going on in the finance world? I mean you know there's been talk on people kind of organizing, syndicating, pooling deals together, which is natural. But how about the self-governing aspect of it? >> You know I think, I mean people, the funds or the actual token offerings themselves, that's still something that needs to be addressed, people haven't done it in the same way a typical equity raise would be done and a lot of the different fund managers, let me back up by saying this is the most open market I've ever seen where everybody is willing to talk to each other to try and share ideas and make this grow and a lot of the fund managers are now looking at it saying, "We need some more governance." There're things going on today, such as in the ICO market, if you invested in equity, you never thought that a ICO offering may occur originally and is it a liquidity event and what happens? So we're trying to come up with some governance that hasn't existed but probably needs to be, but to be fair the companies that we've been lucky enough to invest with are supporting the ideas. >> Yeah so there's liquidity going on. It's a new kind of liquidity. What is that liquidity? Where is the liquidity? It's not just a Kickstarter campaign, there's actually liquidity going on. >> There is liquidity going on and I think we're trying to figure out how to now take equity that is established in the traditional sense, we talked about security tokens, but the companies that are actually have issued ICOs are trying to determine how to give a dividend or some form of liquidity to the shareholders and that's a new market. >> Greg does the domicile matter to you? Where they are located? I mean I've heard things like special purpose vehicles have always been kind of an analogy. >> I mean traditionally I will say no, our attorneys would say yes, but if it's a Cayman, we've invested in some Cayman companies, Europe, Asian companies, so that really doesn't bother us that much, again it's the team >> It's not a deal killer. >> It's definitely not a deal killer. >> But you'd prefer, obviously, security token, in the US. >> Delaware-based would make us the happiest. But if they have a real team behind it, if they have real attorneys, real auditors, we'll look past that. >> And global reach, that's a big factor. >> Absolutely. >> How much is global impacting this world? I mean, we're in the US, we're kind of turning into it. >> It's incredibly, but I think the one area where we need to do a better job is in expanding it, I mean there are a lot of foreigners at this market today, at this event, but it's, we know the US market really well, we don't know what's going on in Asia, we read the trade magazines and that's how we know what's going on there's efforts now, I'm even, Consensus announced today they're having an event next year, or this year, in Singapore. We need to have greater reach to share what's going on around the world versus what a few people are telling us. >> John: You see that as a big issue? >> I do, we don't see what's going on in China today, we don't see what's going on in Singapore, the Philippines, and that's where a lot of the effort is going on. >> Well I think you're right, I think one of the things and that's where fake news on Facebook, you know with the whole election here in the US and now outside influence, whether it's terrorist groups or propaganda-based systems, quality of the data >> That's exactly right. >> is a really important with real time. >> And the data's limited today, I mean it's not. >> I agree, I mean we totally agree with the same thing. Okay final thought, walk away this week from big data, not big data, Blockchain Week NYC, your big walk away here this week. What's your takeaway? What do you take home? >> We went in the right direction, I mean that this is still developing, we're not there yet, there's still a lot of work to be done, but long-term whether you believe in digital currencies or not today, this is something that central governments are looking at in supporting, enterprise is getting into it, and this is the future. So we made the right choice. >> And is it only going to get better you think? >> Absolutely. >> Yeah I think stability-wise, technically, and the business models are starting to shake out. Just quickly before, I know you got to go, thank you for your time, quickly token economics, big part of the business model side of it your thoughts and reaction to how that's going and how people should start thinking about that if they could meet their criteria for some sort of de-centralized business opportunity. >> So I think, it's looking at network usage, I mean that's really the way we look at it today, the fundamental model doesn't work, or we haven't been able to determine how to do that, but adoption, it's growth, and that's how we've focused things and see where it is. >> Well congratulations for all the work and all the work you're doing and that continue to do. Thanks for coming on theCUBE, appreciate it. >> Thank you very much. >> Great to have a big-time investor on theCUBE here. Big-time investors, we had entrepreneurs, we had folks from Europe, Lithuania, all over the world here on theCUBE, we're out in the open. This is theCUBE covering Blockchain Week New York City Consensus 2018, I'm John Furrier, thanks for watching. Stay with us for more, after this break. (upbeat music)

>> Announcer: Live from San Juan, Puerto Rico it's theCUBE! Covering Blockchain Unbound. Brought to you by Blockchain Industries. (Latin music) >> Welcome back everyone, this is theCUBE, exclusive coverage of Puerto Rico covering Blockchain Unbound's global conference where token economics meets the real world global society, Blockchain decentralized applications, and of course, cryptocurrency all kind of coming together. You got investors, you got developers, you got billionaires and millionaires, and you got the capital markets all rolled up into one. My next guest is Andrew Prell, founder and CEO of Convergence, entrepreneur, visionary, experienced entrepreneur, welcome to theCUBE. >> Thank you very much for having me! >> So you're doing some really radical, not radical, progressive, I mean radical sounds (mumbles) Awesome things, you're re-imagining gaming. >> Andrew: Correct. >> Got a great team of people who have seen that movie before, literally, seen the entertainment side of gaming, the pro gaming side to the tactical gaming side, take a minute to explain what you guys are doin' that's super fascinating, how it works in this new era. >> So, we're re-imagining the entire game space, when I say that I'm talking the consumer side, that's cell phones all the way through consoles and PCs, out to the out-of-home entertainment side, which is arcades, location-based entertainment and full-blown theme parks, and marrying them all together with one backbone platform that allows all of the devices to interact with each other in the same game space. So you can be in a $300,000 simulator at Disneyland, workin' with guys on cell phones against guys in their head-mounted displays. Any of that, they all work together in one game space. >> So basically the world is the device, every device. >> Yes. >> On the network, IP connection or global, player, console, screen, and you're connecting them all together. Hence Convergence. >> Right, we're giving every device in the eco-system it's proper place and it's proper prestige. 'Cause if you've got a $5,000 gaming rig, you don't think a guy with a $800 cell phone should be at the exact same level, but maybe 10 other cell phones could be a equal match to you. >> Take me through a use case of how you're going to converge this all together. So you talk to some purists out there, "I've got a 4K monitor, I don't want this cell phone guy "comin' in here, he's got lag, "I got all kinds of gaming issues." Does that go away, how does it all work? >> What we're havin' to do is contextual-based interfaces, meaning that your roles and responsibilities in the game space is dependent on the devices that you bring in. Because virtual reality is not just the head-mounted display, it's all the new gear coming out with the tactile feedback, the bodysuits, the gloves, the boots, the treadmills, all of that. All of that, your roles and responsibilities in each game space is dependent on the device that you enter with. >> So I was at Sundance this year and I had a theme, I did a panel I put together called The New Creative. And if you look at all the new artists out there, they want to break down the elite gatekeepers, right? I mean the virtual-reality and augmented-reality world is colliding with film, filmmakers. You got YouTubers out there with a million, 10 million subscribers, built-in audiences, this new technology coming out. A lot of people are bringing storytelling, filmmaking, and it's just really in the early stages right now. People love the characters, but you start to see the new kind of format. Does this play into your world? I can imagine that, if you're thinking to be disruptive in the way you're thinking, new games're going to emerge so it's not thinking about the old games, it's thinking about potentially new games. >> Andrew: Correct. >> How do you view that, is that somethin' that you see? What's your reaction to that trend of this new, multifaceted VR, AR. >> We see that everybody is going to get to play together, cross every device, the developers are going to get rewarded for creating content, people are going to be rewarded for creating things inside of the games, and the players are going to get rewarded for doing all the top things, and getting to the top levels of all the games, and we're going to reward them through our cryptocurrency. >> We're in Puerto Rico obviously, this world's goin' to another level, Brock Pierce, his community, the Blockchain community, they're comin' to Puerto Rico, tax incentives, the government's here opening up their arms, But you're starting to see it go to the next level. These early industries you got the entrepreneurs and the promoters. The promoters promote the entrepreneurs, there's a lot of love goin' back and forth. But then they hit that threshold, the capital markets come in, you know, you start to see the opportunities, but the money start flowing in. It's kind of happening now, so it's goin' the next level. In your opinion, token economics; now that there's so much money flowin' in, now that people see that Blockchain's legit, now that people see that this is actually a new model, not everybody, but majority-a' people in the industry are all noddin' their heads, "Okay, Blockchain's "got some potential, token economics is a legit thing, "it's disrupting capital structures, "it's disrupting funding." How is it disrupting the gaming business? Can you share your opinion on that? >> People don't understand the overall impact. We didn't understand the overall impact. A lot of the investors coming in still don't fully understand the overall impact. I was in a discussion the other day, I'd written some articles in Medium about token economics, and about the virtuous circle of a token-based investment fund. Meaning everything that it invests, all the fees, everything coming out of it, is all based on a token inside of an ecosystem. We're about to head to GDC, Game Developers Conference, just like Kevin Bachus did for the Xbox, we're going out there to license and buy up all the content that we can through our tokens. Now the cool thing here, the thing that just makes the investment, the cash funds dead, is a dollar bill can not change in value other than go down over time slightly. So we'll just say the dollar bill doesn't change in value. If I was Kevin Bachus back when the Xbox was coming out, and I went and invested a million dollars in a hundred companies in crypto, say the Xbox is crypto, and you could only get to those games through the token, which is what we're doing, and I found Halo, which, a hundred-million people bought the Xbox just because of Halo, then what that does for a cash fund is everybody pats each other on the back because you've got one game that's goin' to exit and that's kind of cool, but that's it. Doesn't affect the rest of the economy other than a nice network effect. Halo gets a hundred million users, the next guy might get five million of those or 10 million of those, that's a nice small impact. When you do it with crypto, and you start out with a penny token, that you put a million dollars into a hundred companies, and you find that Halo, and it explodes, your penny token might go to 10 cents. So what you just did was you just 10-exed what you invested into Halo. >> It's a futures contract on gaming. >> Well. >> Kind of. >> I'm not going to talk to that point. (laughs) We're going to just talk about this example, is you 10-exed, you went from a million to 10 million in Halo, but you also 10-exed every single investment you just did, and you 10-exed every person in that ecosystem that's involved in it, that's getting paid in it. Your suppliers, your publishers, your media. >> John: Everyone gets paid. >> Everybody get 10-exed because you found Halo. So that makes this whole ubiquitous ecosystem involved with everybody else, meaning I get rewarded if you get rewarded, so everybody helps everybody else. >> That is exactly the model of token economics. >> Exactly, it explodes because it's so powerful. >> This is interesting, the inefficiencies of the process that you pointed out, the old way, is eliminated by the new model. Hence, the people who pick up the game are the participants who shorten that efficiencies. >> I had a guy the other guy ask me, "you're not asking for enough money with your ICO, "'cause you've got to go invest in all these companies." And I was like, "you don't understand token economics!". All I have to do is unlock the power of my token and invest with that, and I've already proven, back in 2015 we proved that a lot of the game developers would take our token without it even having a secondary market. >> You haven't even gone to a whole 'nother dimension that you don't even have to go to now, but that's future, is the role of consensus in these communities really also do the filtering at many levels. >> Andrew: 100%! >> If you look at what Activision got their ass handed to them, all you got to do is look at the Reddit threads. The whole gaming thing is, no one wants to see games go corporate. Because they had to force a business model, this is a huge issue, people are losing their shirts. "Oh, great creative studio, they sold out, game's over". The audience flocks away, why? 'Cause they have no incentive. Do you agree? >> I agree a 100%, but there's a lot of professional investors that don't. So we broke up the sum of our funds that we're investing into all these startups, we broke it up into 10 funds, and we're going to turn it into a game. We're going to give one of the funds purely to our token holders, and do a consensus model, and let them vote on what they think we should, what should be in our network. And they're going to go up against nine other investors. I threw down the gauntlet. Whoever gets best wins the extra bonuses. >> So are you raising money now or did you raise the token sale already? >> We're closing out our private presale, and because of Blockchain Unbound I doubt we'll actually hit the open market with the ICO, so people will have to go to our developers that we invest in, and get the tokens through them somehow. >> Good success year, huh? Blockchain Unbound been a good success for you? >> Oh yeah, Brock Pierce is on board, been pushin' behind us since Cayman. Him and Crystal both fully supported us and we're havin' awesome. >> What's your advice to people out there, scratchin' their heads, "Andrew, give me "the 101 on token economics, what's the bottom line, "what do I need to know about, where do I get started, "what do I do?". >> Once you get your token actually, say, authenticated, realized, everything's transparent, and it gets on that secondary market, it's better to use that to invest in anything you need to invest in. Get everybody incentivized around your token. All your employees, all your vendors, everybody incentivized around that token, it's a 1000% more powerful than a dollar, 'cause a dollar doesn't go up in value. Your token can go up and down, but trends up, and as soon as you find just one spark that blows up, everybody, all boats rise equally. It's awesome. >> All right, Andrew Prell, CEO, reimagining gaming. Token economics is a disruptive force. There's math involved, every company will need a a chief economic officer, that'll be a new title, we'll be certainly seein' that out. Thanks for comin' on theCUBE, 'preciate it. I'm John Furrier, you're watchin theCUBE. Exclusive coverage in Puerto Rico for Blockchain Unbound. Part of our two-day wall-to-wall coverage, thanks for watchin', we'll be back with more after this short break.

>> Narrator: Live from San Juan, Puerto Rico, it's theCube. Covering Blockchain Unbound, brought you to by Blockchain Industries. (upbeat Latin Music) >> Hello everyone welcome back to our our exclusive coverage, theCube in Puerto Rico for the big story about Blockchain UnBound. That's the event it's a global conference from investors, bitcoin billionaires and millionaires, as well as entrepreneurs coming to Puerto Rico to discuss the future of Blockchain, the future cryptocurrency, the future of decentral application. Partnering with the island of Puerto Rico, our next guest is Damarius Riviera with Puerto Rico Advantage. And the big story is a lot of people are moving here for either tax advantages or entrepreneurial reasons and Damarius and her team at the Puerto Rico Advantage help set that up. Damarius, welcome to theCube. >> Hola, how are you? >> Thanks for coming on. >> Thanks. >> One of the big rush here is like a gold rush for folks coming in, moving to Puerto Rico but it's hard. You guys provide a service to do that for folks. How fast is it, how does it work? How does the service work? Okay, we're Puerto Rico Advantage came together as me, I'm a local from Puerto Rico and my partners are American from Wisconsin. They're both Act 20 and Act 22 themselves. So when they got here to the island, they took like seven months to find out the opportunity analysis and if the tax incentives work for them. So when they met me, I worked previously in the government before so I know how all of this works and I said let's come with one business that will be a one stop for each client. So when they come to us they get their grants, plus the relocation services for their business and themselves. >> Certainly the incentives right now are really wonderful for business and folks who are building companies and creating wealth. The tax advantages are here. There's been a surge of people coming here. What's it like? What's, how many people are coming through? Was it a lot of volume? You guys busy? Give us some insight into how it's working. >> Yes, a lot of people are coming. They're moving real estate pretty much in San Juan area. It's gone, so the other places like Dorado and Rincon are packed. When I go to the supermarket, everywhere I go it's full of American and people from upstate. And when you ask them where you're from and they will tell you from Puerto Rico. They're already calling themselves Puerto Rican. So it's very exciting and a great opportunity for us. >> One of the things I've been impressed with is the acceptance and the blending of the island folks and people coming in. Take me through an example. Let's just say hypothetically, hypothetically, I wanted to move to Puerto Rico, what do I do? I call you guys up and say hey get me a flat, get me a house. I need security I need a car. Do I need a driver's license? Do I need insurance, I mean what has to happen? Take me through and how do I, and what happens for me? Is it turn key, is it easy? What do you guys do? What do I have to do? Take me through a use case. >> Okay, first when the client calls, if it's interested in Act 20 business, they will tell a little bit about their business and then we can say if their business qualified. Then, we will take them to the CBA and work everything about the grant. It usually takes two week depending on all the info the client gives us and the quickly and I will manage everything in the government agencies. For the residential part, we schedule their meetings when they have kids to the great private schools here. We help them with the real estate, driver's license. They do need driver's licenses. I take them to get their voters ID, everything. We have like a draft, a checklist, with everything they need to qualify for residence, a Puerto Rico resident. And we take them, we make the process very easy for them. >> So they write a big check to you guys, for the service, but you guide them through the entire process? >> Yes, we do. >> So, for individuals, you can do it for individuals and businesses and individuals right? >> Yes. >> Take me through the scenarios. >> For individuals it will be the basic Act 22. So, that one is very simple and we just tell them what they need to do to comply with the 183 days they need to reside here in Puerto Rico to get the benefits for the grants tax incentives. >> So, take me through the business aspect. >> Oh, the business aspect is also very easy. As long as your company gives an export service, it qualifies. So, we even do the, if they need to hire staff, manage their business, everything. We help them with everything. >> And you guys see a lot of business coming from, people that were going to go to the Cayman Islands, or somewhere else, are they coming here? >> Yes, everybody likes because they feel Puerto Rico is part of the United States, but then we don't pay federal taxes so they have that great benefit, so they're moving a lot of the companies here. >> So since the Hurricane obviously there's been a lot of effort in the U.S. and focusing attention on helping Puerto Rico, and there's been stories good and bad, but as the new Blockchain and the Bitcoin cryptocurrency newly minted millionaires and billionaires come in, how has the culture reacted to that? They seem to be open arms. Has it been well received? What's some of the feedback that's been happening here in Puero Rico with the new in migration of folks? >> Yes, it's very well received and it's amazing because this group of the Blockchain just came after Hurricane Maria. So people were amazed like, wow, they're still considering moving here and help the island, even after this big natural disaster. So, it gives hope to a lot of people here and it's helping the island to do a lot of more progress. >> And what's great is the island is first of all beautiful but, with the infrastructure, opportunity to reboot it and reset new infrastructure, all the tech geeks, this is Blockchain, they're like tech nerds. They love the high-speed internet, they want to have the good infrastructure and the schools have now connected Blockchain. I talked to an entrepreneur here two days ago where he's linking all the schools, educational institutions and colleges with Blockchain to create a community. So there's kind of a nerd nation emerging here in Puerto Rico, isn't there? >> Yes, yes, it's amazing that we've been considered for all of that. >> Well thank you for coming on and explaining The Puerto Rican Advantage. Also, her partners are Jennifer Brockman and Angela Brookman. You guys are doing a great service. Thank you for what you do. I think a lot of people that I've talked to really appreciated it. For folks who want to come to Puerto Rico and help out and contribute but also get some real advantages for the business and as an individual. The tax breaks and the benefits are significant here and it's part of the U.S. So, great stuff. Thank you so much. >> Yes, thank you a lot. >> More live coverage here in Puerto Rico. I'm John Furrier, host of theCube. We're back after this short break. (electronic music)

>> Narrator: Live from San Juan, Puerto Rico. It's the CUBE, covering Blockchain Unbound. Brought to you by Blockchain Industries. (upbeat Spanish-style music) >> Hey, welcome back everyone. We're here in Puerto Rico for exclusive CUBE coverage, I'm John Furry, you're host. Here, with Blockchain Unbound, this is a global event. From everyone from Silicon Valley, New York, Miami, Russia, Eastern Europe, all over the world, and Puerto Rico coming together, talk about the future of the economy, Blockchain decentralized apps, and more. Our next guest is CUBE alumni, and part of our inaugural crypto currency coverage, from Polycon 18, back to give a command performance, Nithin Eapen Chief Investment Officer at Arcadia Crypto Ventures, good to see you. >> Good to see you too John. >> So, you had a great showing at our first crypto event, PolyCon, great to see you back in the trenches, you're out, hard-working, pounding the pavement, doing deals. What's your analysis here, I mean, you're here networking, you checked out the sessions. What's your take? >> We've met some really good founders, really good projects, so that's the key thing that we are looking for. The main idea as our tagline says, "We back Blockchain's best." We are looking for the best founders. We are looking for the teams, then for the idea. Anything that's decentralized, we are backing them. >> So, network effect has been a big part of the conference I've been having. We talked about security tokens, utility tokens. A lot of interesting things going on here, but there's a backdrop. You've got multiple events going on. You've have Blockchain Unbound, run by Blockchain Industries, great team, which put this event together in five weeks. So, shout out to those guys. >> (laughs) You have Coin Agenda, >> That's coming! going on, another event going next door, which is after this event. And then you have a lot of series of little events, meet-ups, the local community had a great crypto mixer, Puerto Rico, a lot of action. >> Too much action, and it's like at the same time, look at it, TokenFest in San Francisco, another 2,000 people over there, here people are on the waiting list, so much action. >> And that's going on this week, as well. You have anyone going to that event? >> I know, I've got a lot of friends going over there. For me, it made sense, this is closer. I thought I would meet a lot of them. Puerto Rico is better I found, you know? >> A lot of big money here, a lot of smart money. >> A lot of smart money, a lot of big money. >> John: Global? >> Global, and the greatest part of Puerto Rico is, it's bringing this concept like, they have reduced taxes for US people to zero percent for individuals, for the next, until 2036. Now that's a big difference. If you want to change your domicile to Puerto Rico, for your business it's 4% corporate taxes, and individual it's 0% now, that's... >> John: But you got to move here. >> You got to move here, okay. But you don't have to give up your US citizenship. Now, I think what's going to happen right now is they're going to be other states maybe going to compete for this, or other countries are going to compete for the capital to flow, where does capitol flow to? Capital will flow to cheaper places, or lesser taxes. >> So, I got to ask you, I was talking to you earlier this morning, here on the CUBE I said, "There's two killer apps, one of them is money." Money is the killer app. >> No doubt! >> Your reaction to that? >> It is, okay all of our lives, let's say for your son, or my kid, or for me, what my parents, when we went to school, why did they make us go to school or learn, they tell us, "Okay you got to go to college!" Why, they want us to have a better life, they want to have a better car. How do you get them, you want money for them. But in none of those years did somebody teach you, how does money originate? What is money, is it something you should buy the Garmin? So in everything that we go for, unless we're the Buddha or Jesus himself, we do it for money. >> Well you bring up a good point. I mean I have a immigrant background from my family, my wife's family as well. >> Where did you come from? >> Well I'm actually Native American, I mean American. >> Okay But two, three generations back they, Ireland, >> Ireland, okay! French Canadian, a little bit of Armenian in me but that's okay, all kind of blended. I'm in the melting pot, I'm not 1st generation but, in Boston where my parents were from, very much an immigrant town, and they didn't have any money. So if you look at now, what's gone through the financial dot-com bubble, which had some impact, but the financial crisis is 2018, if you look at what's happened since then, the generation of millennials there in more debt. They're not realizing college, it might not be the thing. So we went to school so that we can have a better life than our parents did. Now it's like everyone's realizing that, shit we're screwed. So watching as a path, of freedom. >> It is! A new way to create wealth, capture the value, but in a new way. >> Yes, because you have a chance to be a part of an economy without, a permission of a centralized organization. So, earlier if you wanted to work somewhere, you needed an organization to work. This is making it much easier to be a part of the economy. to contribute, to help people to get help, all this is happening and you don't have to go to school. Maybe school is overrated, our colleges overrated. It is too expensive, you spend 200 thousand dollars on college. What is your ROI, when is your ROI? Maybe some disciplines have it. But this is your chance to.. >> Well, you you know that we love media and our disruptive media at the CUBE is to do things differently, but lets talk about some current events that's been happening. So this week, John Oliver created a video trashing crypto currency, it was actually funny. But it got to the Brock Pierce part, and he really had it out for Brock Pierce. He absolutely destroyed him. >> He did! And since then, he lost his place EOS. They wiped away all his DNA of evidence with the company. This is a comedian, at John Oliver, you're a freaking comedian. What gives him the right to I have that kind of influence on someone's job when he's just telling a joke. There's no actually substance of any facts of any kind at what he's doing, So that's a central authority figure that took an editorial comedic routine, and put it out there, but people think that's news. >> See, >> That's not The power of media, that the power of all the old traditional media, is that they had a bigger reach. I think it's going to change, it is going to be the YouTube's. And it's going to become a decentralized YouTube equivalent, or a decentralized media equivalents. Like, a lot of people have made memes and you know, fun videos that go viral and they'll take things down. The same, John Oliver obviously, he has us laugh. >> He's funny as hell though. He is funny as hell! >> You got to admit, >> He's pretty funny! The bit was really good, >> But end of the day, but he really went after Brock Pierce. Something was going on there, he took him down. >> See the traditional industries or traditional media they want to take down everybody that they don't consider, the birds of a same feather, this is somebody weird, like Trump, they try to take down Trump. They will try to take down anything which doesn't fit their globalist, elitist agenda. End of the day, like Brock Pierce sitting on a billion, and John over with his comedy, who has the bigger laugh? I don't know, if you ask me. >> When you have F U money like Brock Pierce does, I'm sure it rolls off his shoulders. But it does impact the ecosystem a bit. Basically EOS has erased his name in any capacity. So, obviously this impacts to public opinion. So these comedians and news rep, they have an obligation to share the data. Editorializing, I mean I do it all the time, don't get me wrong. >> (laughs) But, there's a point, consensus is part of the algorithm now in these Blockchain and Crypto communities where you have Blockchain as a store, against him. >> Okay! But consensus and transparency is a huge deal. >> Nithin: Yes! >> This is part of the formula. >> I know but see, the whole thing... When John Oliver does something, it's not about consensus. He can do it, okay, it's going to change! It's like this, when Bitcoin came in 2009, the traditionalists were coming up at the story that, "it is fake money, it's not going to go anywhere." Then it became one dollar, they were just laughing at it. Then became 10 dollars, they said it's going to go down. Then it became hundred dollars, they did the same thing. And it's only after long time they will realize, "Oh my God, it's changed." The rock has been pulled under my leg. It's like when Amazon came, all the traditional retail guys said, "Nobody's going to go and buy a book without touching it." Now we have Toys "R" Us that just went bankrupt. There's no more Toys" R" Us, you know, you have to buy your toys pretty much from Amazon at this point. >> Well everything in the model of future will be all contexual so, videos, comedian, news articles, reports, editorial, all will roll into one thing. That's going to be a great thing. >> Yes! >> And media is going to take a lot of, natural language processing, it's going to get transcript link. I think you're already doing it right, you're going to take a transcript of what I speak, you're going to attach the words, you're going to attach it to brands, you can sell that, and that is going to be the future. >> Well lets get some of that intellectual property out of your head and into the camera, and for the audience. What are you hearing in the hallways here, obviously this is a great networking event here. Lot's of agendas, phenomenal, as well as we had over sold almost by double. There's people out in the hallways, it's sold out, so there's a lot of Lobby Con going on. There's a conference within the conference going on. >> Nithin: It is! We call it Lobby Con! >> (laughs) What are you hearing in the hallways, what is some of the cool things that's new to you, that you're discovering? >> So lot of people are now telling me they are very excited about security tokens. They're telling me they're buying security tokens. I asked them, which security tokens? It's not there yet, okay. See, that's where I tend to differ. If security tokens are going to be the big thing, I'm going to be buying it because we are informed. >> John: Buy everything that moves. >> We buy it as it moves, but, security token, my question is, so you're trying to make something that is a utility, now you're going to make it security? So that is equity markets, there is a CC for that. And you're going to fit this in over there, I'm like, I don't know, what are people trying achieve? This is a free market and they're trying to bring it into regulation. >> What's a red flag for you as a, security token implies directly that you're securing something. What are they, >> You're pretty much What are people securing, equity, future cash flows, dividends, what are some of the vehicles you've seen? >> At that time they are pretty much secure, or securing future cash flows as dividends. They're going to give dividends, they're saying if you're a token holder, you're going to get dividends. My question at that time is, then why do you want a token, why can't it be in equity? Oh, you think you can come with their argument that it's more liquid, but equity's a liquid. I don't think it isn't a liquid. But it is a great way to go around and secularize a lot of things. You can have a small business, think of it, you and me we have a small business, let's say we have a partnership We have a small... >> We have a small business, We have a small business, we have a partnership. It's very hard to exit out of a small business. If we can fractionalize the ownership of a business thru tokens, and there might be people are willing to buy, put thousand dollars in, and maybe I can exit at some point. Otherwise there's no exit for me. It's very hard to exit out of a small business. Now then, what's the difference between that and equity? I don't know you know, those lines are blurred but, I'm happy for the fact that something like that will give liquidity to a lot of small business owners. America is a country of small business owners. Across the globe it supports small business owners. If it brings liquidity, okay I'm happy with that. But it's really beating the purpose that we don't want a centralized power controlling us. Because now that you have Google and Facebook that banned crypto-currency ads. Why, Women's Day, all our data, they give us a free access but they hold a lot of our personal data. I'm thinking, the guy who brings in the, a decentralized search or a decentralized social media, I'm going to invest in them. I don't care if their a success or if the success will come later. There are going to be multiple libertarian investors like me that's going to invest in them. >> What I learned was that money is a killer app, and I'll stand by that. I think marketplaces are also the killer app. You ever think, >> Perfectly true! that this conference, that kind of validates where I was thinking was, the people who nailed a business model, that's the critical, critical pacing item. If you screw the business model up, you go sideways. The technology risk isn't as bad as the business model decision risk. So I'm seeing the successful ICOs, or plays, have a lock in on the structural value proposition and to be directionally correct, with an understanding of what the hedge is on the technology. >> Yep! >> So they can manage it. So it's like programmable plumbing. They're recognizing that dynamic. The other thing that I'm learning is that the money flow from other countries is massive. If you want a money launderer from Colombia, it's coming in from Metadine Narcos. It's coming in from Japan, and China. Bitcoin and Blockchain is a money transfer opportunity so, I'm seeing a massive amount of money, flowing in >> Capital is flowing, in massive waves. >> it's flowing in. >> And it's good, and even if these projects fail, it's a good thing because, you had all this money that was stuck somewhere, that flowed in, and as I said, many of those projects are going to fail. Let them fail, because this money has flowed in, you will have a lot of people come and work on these projects, and eventually the correct solution will emerge. >> And new structural dynamics are at play. And new investors are coming in. >> New investors, so many new investors. You know the funny thing John, after we met at Polycon, I think that 99% of the people I meet here are totally new. All the guys we met at Polycon in Bahamas, totally different. I only know very few people that I met over there. So that means a whole set of investors, or common people, who just want to learn about it, totally new. That's really good! And who wins here, the average citizen entrepreneur, the average citizen player that wants to start something whether it's a banking, a service provider of some sort, a entrepreneur, or a new financial instrument or firm, all have greenfield opportunity here. >> Because, see earlier when you wanted to raise money, I was talking to a founder the other day, I asked him, how hard it was for you to raise your first raise, like 10 years ago? He was telling me that he walked the doors across multiple VCs, to kind of scrap in one and a half million dollars. And then he did his second loan after eight years. >> He'd have to crawl on his knees to get that. >> And that too, you won't get the attention, you need to know reference, now you have a chance to go to the world, and monies were, so easy money coming in is a bad thing in a way that most entrepreneurs will feel the investors will lose their money. but that's different, but it at least you have access and you can try to think that you had any in mind earlier. You had no option, they would take a big stake. Now there's no dilution, this is pretty much cloud funding on steroids. You have a chance to go to market, you get the go to market money and see if it works. And if it doesn't work, let's fix it after that. >> Nithin, I got to get your thoughts on building a company, 'cause obviously, you're also not only in this as an investor, you're also doing strategic advisory work for people building the venture architecture and then the actual build up plans for their venture. So you've talked about this in the past, you have a relationship with some protocol guys, you can check with them, there's some good network there. But there's also a dynamic with this industry where the business development aspect of it is really important. People are partnering, >> Very very important. And there's a way to partner and a way not a partner. There's a way to do token economics and there's a way not to do token economics. What is your advice, to companies that have a good thing going on, they have a tail wind at their back, they got wind in their sails, but have to make some hot partnering decisions. Looking for fellows, fellowship in that ecosystem. How do you advise folks in this partnerships and then talk about token economics after? >> So the first thing I would tell founders is to reach out. This community is very very supportive. Like you can reach out to me, you can reach out to other guys, LinkedIn, Facebook, or come to these events, and in the hallways. Say your idea and you need help, because you will need help, you cannot run this alone. You are running a company, you are running your team. Have a good team, that's a first thing. Have a great team, great founders, vision, execution, you need that. The next key thing is, you have to think about marketing and how do you market, you need to get some big names on your board who can reach out to their network and tell them about your idea. And they reach out of the rest for you. >> So networks are super important. >> Super super important, like... >> So advisor, that their advisor selection should be based on their network that they bring to the table. >> Right, so the first advisor selection is the guy who will help you flush out your idea properly as tokens. The next advisor set is a marketing advisor or a technical advisor. The marketing advisers also very important because you need to market the product, get the money in, because end of the day, you need money to build it. You need to pay your employees, whether it's in Bitcoins or in fear, It doesn't matter, one of these is required. So you have these three things, then you need to build strategic partnerships in your business. Say, let's see your a loyalty points guy, like Al is doing, You know Al right? >> Al Burgio, >> From FuZe Chain now doing DigitalBits. Hot deal, hot deal! >> Hot deal, hot deal. >> Look at what Al did, he went out, he got his strategic partnerships with the loyalty guys, now he's got the brand, the strategic partnerships, he's built a product already. The money he needs is only for go to market so that he can push it to multiple companies and get them on the chain. Brilliant idea so, strategic partnerships, advisors, founding team, and then, show the idea to the people. Go out there, let them know that this is what you're doing, why this idea is great, how big is the market, there was a problem that you're solving, what is your solution. Explain yourself frankly and honestly, and I think the community will reward you, to go and find your dream. >> Great point, be honest, ask for help. Again, I can't reiterate my experience of, I'll share, is during the computer revolution, Internet revolution, Web.1.o, and now partnering in the early days when it's forming, can make or break a company. Make or break a company. >> Very True! So, note to that, okay now, token economics. >> Nithin: Sure! >> Sounds easy, but you really got to make sure that you have a good economic framework that matches the value proposition. Talk about what you advise there. >> So last day of the one founder restart to me, ICO is going on for our seventh day into the ICO. He's raised less than 300 thousand dollars. I meet him, and he needs help. After what, seven days into the ICO, all I could tell him is, shut off your ICO, it's not going to raise money. He's like, "Why," and I'm like, he said, "read this paper." I'm like, "There's nothing in this paper "I can put money into." And he's like, "Why is that?" So I asked him, so how many companies has he put his money into, how many points has he bought? Four years, he has not bought a single coin. And he's flustered something by himself. So he's never bought a coin, and he's expecting people to buy coins at his price. So I tell people, either you should notice, you should be an investor yourself. So there are different kinds of investors, there are institutional investors that are funds, family offices, and then are retail investors. If you're not any one of these, or any one of in this group, how do you know what these guys are buying it for? So reach out to them! >> That's where the advisory comes in, Know your customer! >> Know your customer! And not the KYC in a different way, but know 'em from a marketing standpoint. Know how the retail, >> Exactly! purchase is made. >> Because if... >> If you yourself are a buyer, at least you have some idea. If you've never bought a token, and if you're, I had another founder tell me that, my tokens are worth hundred million. I'm like, you don't have a user, you just have a product. You're tokens are worth shite, if you ask me. It's worth zero, I can tell my house is worth hundred million dollars. It's only worth as much as the top buyer. How much is he willing to pay for me? So I told the founder, I'll pay so much for this price because I think, if it's about that, there's a huge risk as the main investor coming in. He doesn't agree! >> So lets talk about some, how rounds are being done now. So one trend that I'm seeing, not, I shouldn't say trend, a few deals I've seen done, but it seems like a trend, I'm trying to get validation on this, Where people are avoiding the public ICO altogether, doing all privates. >> Yes! Basically over subscribed round. Trend, dynamic, real deal, what's your thoughts on reaction to that? >> It's just that the founders are adapting. Because if you go to the public, the moment you're going to the public, what's happening is, there's the SEZ component. Whether it's a utility and they can come after you, so they have made it private. And then they went after, and even further, a lot of the founders that I know, they just stopped accepting money from US entities or US individuals. Well it's a bad deal for a small investor. See the big investors are wealthy investors. They all have an external entity where they can invest into it. What about the small investor who was investing thousand dollars or 5,000 dollars? Now you have pretty much shut out his chance of getting into a great ICO. So the founder is going to raise his money from maybe Korea, Japan, China, and Singapore. He's going to form a company or a foundation in Cayman, or Lichtenstein, or Gibraltar. The small investor is a loser. The large institutional investor has no loss in this process, so, that is the founder adapting because he does not want, >> They want to manage, >> They don't want it to become lawsuits, basically. >> Compliance, audits, SEZ problems, they don't end fencing problems. >> So now let's compare, in contrast, different kind of companies. US based company, wants to raise money in the US, they do accredited. But they want to go outside, say Asia, or an Asia company wants to raise money in the US, what's that dynamic like, what are the issues? >> I think what's going to happen is they going to, some of them are going to register themselves as a security token, some of them are going to do just a reg D for very high net worth individuals. And the common, the the public round, they going to raise it from the China, the Korea, Japan, or is lobbying them. And that's what I think, multiple small countries are going to come into the space, which they know now, they can get the capital flowing into their company, and they going to allow their rules to be lax. They going to let capitol flow through. And then US will have to change, or maybe UK will have to change, whoever is against this will have to change. Capital means money, belt capital, and resource capital, like humans, we tend to move to places that are freer. Why did I move from India to US, or why did your parents or the earlier generation move to US? >> John: For a better life. >> It's a better life, the real better life is, you have the freedom over your property, the fruits of your labor. If the fruits of your labor are taxed at 50% or thirty, the more it goes up, you just don't want to work anymore, or you're going to to search for that place that will tax you less. >> Like Puerto Rico! >> Nithan: Puerto Rico! >> Are you bullish on Puerto Rico? >> I am bullish on Puerto Rico because, these, if they can sustain this, and have the rule of law, means they can protect people's wealth, like from crime and all those things, crime or being kidnapped. These two things happen, I'm telling you, most people will move or some of state will have to change their laws. >> They got to get >> the security up. Nithan, thanks so much for coming on the CUBE. Really appreciate your insight. Thanks for sharing! >> Thank you very much. This is the CUBEs exclusive coverage from Puerto Rico where we're getting on the ground here. Getting all the data from the Blockchain Unbound Conference. Part of restart week. I'm John Furry here, we've got more coverage after this break, thanks for watching! (upbeat electronic music)

(upbeat music) >> Narrator: Live from Nassau, in the Bahamas it's theCUBE. Covering POLYCON18. >> Hello welcome back everyone this is theCUBE's exclusive coverage from the Bahamas, we are here at POLYCON18 Put on by Polymath and Grit Capital This is an amazing event, it's really the cryptocurrency, blockchain, token economics, the decentralized future-internet is happening now. The industry if forming, CUBE is starting its 2018 run. We'll cover all the top events this year, in the cryptos. As you know, we know cloud, big data, we do all those other events, we'll start covering in a big way because the ecosystem is formed, you're seeing people making money. The early whales, the big guys, now you've got institutional investors coming in, a real ecosystem dynamic. This is what industries look like when they're formed. Our next guest is Carlos Domingo, founder of and managing partner at SPiCE VC, and the founder and chairman at Securitize. One of the tell-signs of a maturing ecosystem that's growing very fast is companies that are adding value. You're one of them, Carlos. >> Thank you. >> Welcome to theCUBE. >> Thank you, thank you guys for having me here. >> So, you know Dave Vellante who just had to jump on a plane 'cause the snowstorm in Boston would comment, he would say, 'cause we talk about this all the time, "You know you look "for the big waves, and you see what's happening. "But How do you know when there's a tipping point "in a new industry?" And that when there's stuff being created, value being captured, industry being formed with an ecosystem, and a community, this is absolutely happening. >> Correct. >> You're bringing a very valuable service to market. You guys self-funded this operation, Securitize. You're automating other value chains that were old guard businesses in a new way. >> Correct. >> Take a minute to explain Securitize, why the idea, what you guys have built, what you've got going on, and, What's the disruption of that product? >> Good, so the idea came originally 'cause last year me and my partners, we wanted to tokenize a VC fund. And basically show a security token that contains the economic rights of the fund as a way to provide liquidity to the investors because liquidity on the VC space is one of the biggest problems, right, you invest money and it takes like seven to 10 years and then you can actually get your money back. So we had that idea, at that time Blockchain Capital had done one security token, was the first security token, for a 10 million dollar offering, and we wanted to kind of build on that, so we went out and looked for people that could actually do the issuance of the security token in a regulated way, so the KYC, the AML, the accreditation process per country, not just for the US. And basically ran the ICO in a secure way with secure wallets for different cryptocurrencies, and then also have the smart contract issuing the token, but also smart contract managing what happens with the token on the secondary market, which is very important, right? 'Cause see, in the secondary market the tokens can actually move from a wallet to a wallet, and suddenly you're outside the regulatory framework that you protected at the beginning Right, so we went out and talked to Polymath and many, the few companies that were doing that and no one was actually ready with a platform last year, so, we are all tech entrepreneurs and product people, so we did what we know how to do, we hire a CTO, hire engineers and went and built our own platform for SPiCE VC, for tokenizing the fund. And then when we announced the project around September, October last year, I posted a Medium about the investment process, and the screenshots of the path and how it works, all the features that it has, we also integrated Bancorp as the central exchange to provide liquidity. And then started of getting flooded with people saying, wow, this is very cool yeah, we wanted to do security tokens, think this is the future, and no one actually is ready with the platform and you guys seem to have one, so who has built it? And I told people, we built it, this is our platform. And then we took the decision last year to basically separate the platform from the fund. And the fund becoming the first customer, and we created Securitize. Which is basically an end-to-end issuance platform for security tokens. >> And so this is really filling a void for people who want to either raise money for a startup-like venture, And then also maybe want to raise cryptocurrency in capital for growing a business that they're tokenizing. That's a big trend, so you've got the startup, hey I've got a great idea with a whitepaper, we're going to revolutionize the world, People are interested, some people call it the dumbest idea they've ever seen, which turns into a billion-dollar idea, because that's the way it works. (laughs) So got to raise some cash. And then there's the businesses that are growing saying, you know, I can grow with working capital in a tokenized environment, 'cause the business model shifts for that. >> Correct, I think that what people don't realize is that you know, getting actual liquidity in a market, like doing an IPO is either very difficult, or very expensive, or both things. >> John: Yeah, and the hurdle's very high. >> Yeah, the hurdle is very high, the cost could be like 10 to 12% of the money you raise you know paying the underwriters and paying everyone to get it done, so I think that what tokenizing real assets, like asset-backed tokens or security tokens, this basically allows for two things. One is the network of investors you can actually reach is anyone with an internet connection that within the regulation in their country are allowed to invest. So suddenly you've multiplied by 100 the reach you have of potentially finding investors. And second, is it's cheaper to do it. There's less friction. Third, is managing all of these thousands of investors would not be possible in the traditional financial system, right? Because you have investors from many countries, with different currencies, different bank accounts, different banks, and with the smart contract and tokens you can automate the entire process, >> And from your accent you're obviously not in the US, not an american but you're from? >> I'm from Barcelona. >> Barcelona, so you're really laid back, you're chill about this, but you're hardcore techie, right? >> (laughs) Yes. >> Okay, so let me just go through the process here, so what's interesting to me is, first of all, I love cloud computing and I think what DevOps has done in software with open-source that's clearly, in line with crypto market scene, mission. Automation is a really big deal, when you can automate something down to efficient process, you're doing it, you guys are doing this different, it's well not different it's automated, great, but the investment piece is accredited investors, right? Am I getting it right? >> It depends on the jurisdiction. So, most countries have security laws, so what our platform does, is we'll actually identify through the KYC on the name of the investor, and depending on the jurisdiction where you're from, we will apply a different rule, because in the US it is accredited investors only but in other countries you can take the small portion of retail. Also the meaning of accredited investor is different, how you actually comply with that, the documentation you need to collect or not collect for validating that someone's an accredited investor is not the same in the US and in other jurisdictions. >> Alright so, here's the problem that I see you solving, correct me if I'm wrong, if I'm a company XYZ Corporation, we're growing like crazy and we can tokenize our business, and we say hey, we could raise a token, 'cause we actually have a product and security token is a great vehicle, and so they go their lawyer well you're in the US, you can only use accredited investors, if you want to go outside the US you got to go to the Cayman Islands or somewhere else, set up a new company and do all that stuff, 'cause they have to manage the process, and they got to go find investors, that's hard! >> That's hard. >> Okay, do you solve that problem for them? >> We streamline the problem, so basically, first the fact that you setup a company in Cayman doesn't actually prevent you from, you know, the regulations in each country because the regulators care about where the investor sits, not where the company is. So what we solve the problem, is basically allow them to provide a liquidity event through fundraising and provide liquidity for the investors on the secondary market, so we basically will save them the trouble of having to figure out how to do all these processes country-by-country. >> So it's a liquidity value, too, so it's also getting the process done, streamlined, and then managing some liquidity challenges that the company would have to put cycles into managing it. >> Exactly. >> Okay so here's a question, so this is like a consulting hour for the people watching. I'm a company, XYZ Corporation I want to tokenize my business, now, we've been up and running for a few years and say hey, Securitize is really interesting, these guys are amazing, the same ethos as us, they're cloud guys, they're automating. Let's just go through them. We sign up, we apply to yo. What we do, do we have to set up a new company, is there risk issues, what's your advice on the playbook? >> So the fact, because you're using a security you don't actually have to go through all the jurisdictions, right? You can just do it from wherever you are, because you're issuing a security that assigns some economic interest on you your business, right? Now in terms of us, we're trying to become kind of like a quality security token ICO place, so we create a lot and decide which ones we bring on board or not, first, because we have so many, we have hundreds of leads coming to us all the time. And secondly, because we want to make sure that people who we're securitizing, that those are quality companies that we've vetted, and our lawyers have checked that the company's interesting, that the company is going to do well not only and the fundraising, but later down the road, so, >> What about the legal and regulatory challenges? So again, most people do a new code because they want to protect their corporate shield, there's a corporate shield to protect themselves, you know investors are always are gun-shy or trigger-happy when it comes to suing people. Especially in this economy. How does an entrepreneur or business manager protect against that, do you guys handle some of that, or is it just a buyer beware kind of thing? >> No, so we work with our attorneys, Colten in New York they specialize in securities, and we basically will advise the customer that actually uses our attorneys because they are very experienced in doing this, and in terms of protection, in a security token you're not just getting the token, you're actually signing a subscription agreement which is a legal binding document that explains exactly what the token is going to do, and there's and information memorandum which is basically describing what the business is going to do. So there's a legal framework, off-chain if you want alongside the on-chain token and the smart contract side. >> So all that stuff's happened, so awesome. Alright so we're going to change gears here, Carlos. Talk about, talk about you, why, why do this? What drove you here, are you scratching an itch or are you serial entrepreneur, how did you get here, what's the story? >> So the story is I've been, this is like the third phase of my career. My first 10 years of career, I was at the middle of the dot-com boom, I took company public in Inashik, Japan. And then went through years of corporate companies and then everything crashed so I lived both the up and the down. The second part of my career started in 2006 and then lasted another 10 years, which is during Telefonica, one of the largest telcos in the world, and I lived through all the mobile boom with the iPhone coming out in 2007 and 2008 and all the excitement happening in the industry but to me it was the opposite, I was looking for what is the next thing I do, because all these industries are now not as exciting anymore. So I came across blockchain and crypto, two things. One is I was doing a project in small cities and Dubai, where I live, where we started looking at blockchain and ran some pilots and then one of my colleagues, and friend, Brendan Eich who is the founder of Mozilla and he actually did an ICO for a company called Brave in March last year, when I saw that-- >> Brave browser? >> Yeah, yeah. >> Very familiar, great, great offering. >> He's a great entrepreneur, the guy's invented JavaScript and when I saw he did that, I met him actually a year ago and I met him this week as well in Barcelona at Mobile World Congress and when I say what he did I was like wow this is very revolutionary, right, so this is a completely different way of raising money and it's also a great way for investors because you get liquidity so why not get there and find a project. So, I started with one and then-- >> Serial entrepreneur, great story, lot of experience coming into cryptos, you got some young guns who are inventing, and making some cash, and doing well, also starting funds. You've got developers and business entrepreneurs who are successful and they're becoming investors and then you got the pros coming in, alpha geeks, serial entrepreneurs, pros on the banking side, all think differently, and they see the vision, so I got to ask you, what is your vision of the decentralized internet? You've seen how telcos work and you know their challenge is over the top content, centralized organization, you see what Brave's doing, you've lived the dot-com up and down, what's your vision of decentralized internet, how would you describe how big the wave is, and what's the opportunity? >> So I think that if you think of why people were excited in 1994 1995 over the internet, it was precisely because the internet promised decentralization back then, right? So there were all these protocols that allow you to move voice, move data, move webpages that we're going to disintermediate people. And what happened is that a lot of traditional players got disintermediated but then the weight shifted into players which are now high concentrated and centralized, right, everything on Facebook or Google. So I think that the excitement around crypto's about making a reality, the decentralized internet that didn't happen the first time. And I think that because the protocols have a way to monetize, and there's an economic incentive to be part of the network, this time will be different. >> Cloud computing has also helped a little bit, too. Because with open source and cloud computing you have a great creative environment on technology's side. >> Correct, this is like open-source money if you want to think about like crypto. So I think yes, the fact that the maturity of some adjacent technologies is helping this move faster. >> And open-source has been a proven formula, one, second tier citizen when I was growing up in the open-source community, I remember people were poo-pooing Linux back in the day, and all of the sudden now it's tier one powering the world, and now you have community modeling around how that worked, how would you compare and contrast? And you have other things coming into this, too. You've got cryptography systems you've got gamers and cryptocurrency and you got cloud, how would you tease out the industry and describe the cryptocurrency and the blockchain communities, I mean it's kind of a confluence of a lot of-- >> I think it's a very interesting industry and it has forced myself also to have to learn about adjacent topics, right, because you've got to understand about technology, but you've got to understand about software, cryptography, you've got to understand about finance and economy to understand what a monetary policy is and how you're going to define that into your token. You've got to understand about finance if you do security tokens, you know securities laws, so it is fascinating because of this confluence of different things. >> We were having a joke on one of our broadcasts, I said to my co-host, these startups will soon have a CTO, a CEO, and a Chief Economic Officer, I mean this is kind of token economics! >> Makes all the sense. >> I mean you're going to have to say, hey do we increase the coin rate, do we drop this down? >> A legal counselor. >> I mean it's a big human dynamic there. >> I think this is for me why I am so excited about it. 'cause I was kind of bored of being in an industry for 10 years, you feel that you already know more or less everything, and yet there's new things coming, but are kind of like incremental improvements. This feels like an exponential improvement, something is going to really change things, and as you said it forces you to understand more disciplines than just software technology. >> I mean to use a California example, to end the segment, you know you see the waves coming and the surfers grabbing their boards, and they're on the wave hangin' 10. And that's what's going on, you see the best people attracted to this space because there's problems or opportunities, there's challenges and there's a social impact, mission-driven impact. And I think people are seeing that, and it's attracting new entrants into the space, from banking, all sectors now coming in, they're seeing the ecosystem develop, how would you see that going, because, you do agree that the ecosystem is forming pretty quickly. >> It is forming very, very quickly, surprisingly quickly. And I think that one of the things you mentioned is the fact that, people like me or other people that come from you know long-standing backgrounds in tech are moving into this industry who are also making the industry kind of grow faster, because the industry is a bit immature if you want, in terms of everything technology. This is why there's so many hacks, the usability of the products is still not there, so as more people from a traditional tech industry move here, and start building good products, this will actually change very quickly. >> Great leadership, Carlos, on your end, congratulations. You're seeing an opportunity and you're making a difference. You're putting out a great product service I think people are going to use a lot of, and looking forward to chatting more about it and of course you got to VC fund, and you're doing some investments, you put some skin in the game as well, with your companies, congratulations. This is theCUBE live coverage we'll be back with more, here in the Bahamas, and our friend from Barcelona here. Great entrepreneur, looking forward to chatting more about the decentralized economics, the technology, how the value will be captured, the technology that's going to enable that and the impact to society. It's theCUBE, more live coverage after this short break. (upbeat music)

>> Announcer: From Barcelona, Spain, it's theCUBE covering Cisco Live 2018. Brought to you by Cisco, Veeam and theCUBE's ecosystem partners. >> Here in Barcelona, Spain. It's theCUBE's exclusive coverage of Cisco Live 2018 in Europe. I'm John Furrier, co-host of theCUBE, with my partner in crime this week Stu Miniman, Senior Analyst at Wikibon. Also co-host of many events across the world in terms of networking, storage, Cloud, you name it, Stu is on the developers with me. Stu, thanks. Nice seeing you. Stefan Renner is Technical Director, Global Alliances at Veeam Software is with us with Darren Williams, @MrHyperFlex, that's his Twitter handle, go check him out. HyperFlex-V at Cisco, guys welcome to theCUBE. >> Thank you. >> Also love the Twitter handle. >> Darren: I live the brand. >> You live the brand. I mean that's got some longevity to it, it's evergreen. So congratulations on that. You guys are together with Cisco Veeam, what's the story? What's going on in Europe with Cisco and Veeam? >> I would say there is a lot of stuff going on between Cisco and Veeam. Especially around the Hyperflex story, obviously is the topic of this session, right? So having integration, Hyperflex, having a good go-to-market, having a good relationship between the two companies. We just joked about how often we've been in front of cameras talking about this exact same topic. So that shows that the relationship between the two of us is really moving forward and in a good shape. >> I think we're in good shape in terms of, you think about not just my product, Hyperflex, but you look at what Veeam can do for the rest of Cisco data-centered products, and be that backup, safer hands around what we need in terms of that data protection layer. But also then, what we can add in terms of that target to be the server of choice for backups so you get the benefits of the speed, performance, and more importantly, you get quicker restores. Because that's the important bit, you need to be able to do the quick restore. >> Yeah, we usually talk about availability, right? We don't talk about backups or recovery. Even if recovery is maybe the most important part of availability, still we talk more about availability than maybe anything else. The good thing about Cisco is that the actually can deliver what we need in terms of performance, in terms of capacity, in terms of compute resources. So yeah, that's a real benefit. >> It's such an interesting time, I mean we look back at history, go back 10 years ago, maybe, or more; backup recover, that's like, "Oh, we forgot to talk about that in our RFP." Kind of bolted on, kind of retrofitted in. But now we've seen it come to the main center. But more importantly, with AI and Cloud, and all the action happening with DevOpps on premises, you hear CIOs and CXOs and developers saying, "We're data driven." >> Yeah. >> Okay, so if you're data driven, you have to be data protection driven too. So those things go hand in hand. So the question for you guys is how does a data driven organization, whether it's in the data center, all the way up to the business units, or the business processes, become data protection built in? How do they design in from day one a data protection system up and down the stack? >> Yeah, so maybe I'll start to answer that question. I think when I'm going to customers, and I fully agree on what you just said, most customers 10 years ago were focusing on getting used to platforms and getting used to org systems. It has to be an isolated project, right? Now in those days when I go to customers I tried to convince them to include data protection in every project the do in data center, because at the end, data protection is one of the core elements. >> So designing in early, at the front end? >> I say whenever you go about having a new Hyperflex system or whenever you talk about replacing your existing environment, whatever you do, right, just look into data protection, looking into your availability story. Because right now, and you mentioned that, it's about data services, right? We don't really talk about restoring of EM, we don't restore to the single file. It's about, the customer wants to have a data availability in terms of a service availability. And that includes more than just the VM, it includes more than just the single thing, right? >> Yeah. So they need to include data protection and the design of that in the whole org chart. From the beginning. >> And you're point? >> Yeah we look at it from a similar thing in terms of where you've got changes happening in terms of the way people are looking at how they want to design their applications, where they want their data to live. And that's the whole messaging around 3.0, is that multi-Cloud readiness platform. Being able to think about an application and go, "Do I want to design in the public, and house privately, "or vice versa? Do I want to house the data "of the application in a private location "and the actual application in public?" Having that being able to be transparent to a user in terms of the way they design it and then position, but also as we look at other applications, not all people on this journey are going to go, "We're going to put everything in the Cloud." They're going to look at about, maybe have a little bit in the Cloud, a little bit of the traditional apps we need to manage and protect. And it's all about that 3.0 that we've delivered the pre-multi-Cloud offering around Hyperconvergence, we've now brought the multi-Cloud element. It's giving you the choice of where you want to position things, where you want to house things, how you want to design things. And keeping it nice and simple for customers, and the agility and performance. >> Darren, some really interesting points that you just had there. When I think back to a few years ago, Hyperconverge, pretty strong in North America. But it was project based, it was like, let's take a VDI, some virtualized environment, it wasn't a Cloud discussion. >> Darren: Correct. >> Take us inside what you're seeing in Europe here, because today Hyperconverge is a lot about Cloud, how that kind of hybrid or multi-Cloud environment, so what are you hearing from your customers? >> Absolutely, and I think if you look at the, what's happened in times of Hyperconvergence up to this point it's the initial building block of this multi-Cloud. And we're seeing more and more customers now, I think the latest IDC survey, surveyed that 87% of all customers have a multi-Cloud strategy. And we're seeing now more of the ability to think of Hyperconvergence as that multi-Cloud strategy, and have that simplicity that people have done in terms of the initial thought around a simple application, how they can collapse the layers, they can now utilize that experience into the multi-Cloud experience. And we're seeing more and more of that. We've now got 2500 users around the world around Hyperflex, and about 700-800 EMEA, and the majority of those are utilizing it as private Cloud experience. They're getting the benefits of what they've had in the Cloud, and getting away from the sovereignty issues, and the shadow IT issues that they all face. They can now bring it back into their own data center. They can start small. They can spin out applications very quickly. They're getting the benefit of that Cloud message, but locally now. >> And I think that perfectly aligns with the Veeam story because as you know we are also focusing on the Cloud. We recently changed and also did some acquisitions on the Cloud, so we're also moving forward in the Cloud story and the HyperCloud area. And that's more or less what Cisco's multi-Cloud's story is also about, right? And I think one thing we should also mention here coming a bit back to how to implement and how to design such solutions as having more of a broad view on all the projects. I think one important thing for customers is the CBD Cisco has, right? And we do have CBD available to beam Cisco on the data protection layer. So we try to make it really easy for customers and for partners to design, implement and actually do the right decisions for those projects. >> Stefan, at Veeam On, of course a lot of partners, a lot of talk about the multi-Cloud, of course Veeam has a long history of VMware, but why don't you talk about Microsoft? I believe there's some things you've been doing lately with Hyper-V and the like, what's the update? >> Yeah, so obviously with Hyperflex there is Hyper-V coming, right? That's one of the bigger things coming to Hyperflex. Now for us, when we started to talk with Cisco, Cisco actually told us that Hyper-V is next and 3.0. We said that's fine for us, because as I said, we are dealing with Hyper-V like we did with VMware since a couple of years. So there is no big difference in terms of features and what we can do with Hyper-V. On the Microsoft side obviously it's around extract, which also is a big story with Cisco and Veeam, because there is a extract solution, and so we tried to get the extract fully integrated in the Veeam portfolio, and it's about effort, right? As we just talked about, making this Cloud journey even easier for the customer, making sure we have data protection forever, or making sure we can actually use our Cloud solutions to provide the full experience in the cloud. >> So the question on European audience, I was just looking at some Twitter tweets, getting in some feedback, is, "Ask the GDPR our question." Which is basically code words for the sophistication between data protection, you know we say as you get bitten in the butt if you don't prepare. And this is one of those things where I mean literally, there's so much data out there, people can't understand their own tables. I mean, if you have accounts, how do I know a user uses a certain name in this one, I got a certain name in this database, I mean it's just a nightmare to even understand what data do you have, nevermind taking someone out of a database. >> Yeah. >> So, the challenges are massive. >> Yep. >> This is coming down and it really highlights the bigger trend is: what do I do with the data, what is my protection, what's my recovery, how do I engage in real time, GDPR issue? Talk about the GDPR issue, and then what it really is going to mean for customers going forward. >> Well, I think if you think about GDPR, and people, I've got the understanding that it's just a mere thing, it's not. It's a worldwide thing. Any data that relates to a European citizen, anywhere in the world, is covered under the GDPR. So you've got to think about the multinationals we work with, have to have this GDPR thoughts, even if they're not based in EMEA. They may house data based around a European citizen. So it's a massive thing. Now, not one person or one organization can fix GDPR. We're all part of a bigger framework. So it looks like if you look at the Hyperflex offering, having self-encrypting drives, having good data protection and replication of the data so it's protected. That protects the actual content of a record, but it doesn't solve everything around GDPR. There's no one organization that can do that. It's about having that framework of you do the right decisions around the architecture, and the data protection, you'll get in there in terms of the protection. >> Well, I mean, I'm just going to rant here and say whoever came up with GDPR doesn't know anything about databases, okay. >> Darren: Yeah. >> I mean I get the concept, but, I mean, just think about how hard it is to deal with unstructured data, and structured data in and of itself within a company. Nevermind inside a company, what's happening externally, it is a technical nightmare. And so, yeah, just hand waving, "Hey, someone came "to your website." Well, did they come in anonymously, did they login, which identity did they login on? There's no - I mean it's a nightmare. This is a huge problem. What do customers do? >> I think if you talk about GDPR it's first of all not about a single solution, right? It's not an issue of just one company, or one vendor, one solution. It goes across different databases, different applications, different software, so as you said, it's database solutions, you need to delete maybe a single table entry, which is almost impossible right now. Especially if that's ina backup, right? How are you going to do that? I think between Cisco and us, and he mentioned that one important part of GDPR is data protection itself. So the customers need to make sure they can actually promise and they can show to the government that they have a proper data protection in place, so they can showcase what does my DR plan look like? How do I recover? What is my RPO? So we can already solve those issues. >> It changes your game because, for you, it turns you into a insurance policy to a proactive; in order to do data protection you actually have to know what the data is. So it kind of creates an opportunity to say hey, this is an opportunity to say we're going to start thinking about, kind of a new e-discovery model. >> If you look at 3.0, the multi-Cloud platform, we were discussing around how Hyperconvergence started very small in certain apps. But when you actually then expand that out into the multi-Cloud, security is a major pillar. And you've got to have the security elements, and Cisco has some great security offerings in the data center and outside of the data center. They all form part of that GDPR message. But it's been baked into multi-Cloud 3.0. as a key component to allow customers that confidence. >> It's going to be a Hyperconvergence of databases. So this is coming. >> Darren: Yeah. >> So this is going to force, I think the compliance is going to be more a shot across the bow, if you will. I don't know how hardcore they're going to be enforcing it. >> It's going to be interesting in the first one. Because at the moment I think a lot of customers are thinking, "Well, we'll wait till we see "how big the fines are, and then we'll decide." >> They're going to create shell corporations in the Cayman Islands. (laughter) >> Alright, so we've talked a little bit about some of the headwinds we're facing in IT. Talk about the tailwinds. A lot of things in the Hyperflex 3.0, got 700-800 customers, what's going to drive adoption, get that into thousands of customers here in 2018? >> So I think it's the simplicity message. Customers want ease of use of technology. They want to get away from what they've had before where they've had tough times standing up applications, where they've had to invest time around different skill sets for the infrastructure, be it networking, be it storage, be it compute. Having 3 teams back leaning against each other, and change windows. So the simplicity message of Hyperflex is you can have a three node cluster up and running in 34 minutes, including the network. We're the only ones that incorporate the network into the solution, and we do it for good reason. Because when we can get predictability in performance, and we can grow the solution very, very easily. And that's the whole point of what they're doing, is they want to be able to start small, and add more nodes when required, around what applications they're going to deploy on. Our tagline is "any application, anywhere" now, and either private location or into that multi-Cloud location. Gives customers choice, and I think as we start seeing more and more customers, 700 in just under 2 years is a phenomenal amount in EMEA, and 2500 worldwide, we've had some great traction. And it's just going to get faster and faster. >> Yeah, I think a lot of customers are obviously talking about moving to the Cloud completely or at least majority of the data. So for the customers that stay for them, and I talked with some customers today, and they told me, "For us right now, we can't focus "anymore on a data center itself. "We do have much more difficult and more important "topics to talk about and to cover in our IT business "than the basic data center itself" That includes compute, that includes digitalization. So it's great to hear you can actually set up a Hyperflex system, no matter if that's Hyper-V or VM or whatever in less than an hour, right? And if I tell you now that if you add Veeam on that to provide the availability for Hyperflex environment that's also less than an hour. So if you know how to configure that you can be done in a couple of hours, and you have more or less the whole data center set up. >> You bring up a really good point. What are customers concerned about? I have to worry about my application portfolio, I have my security issue, my whole Cloud strategy piece, so, if the infrastructure piece is just invisible and I don't have to touch it, tweak it and do that, I'm going to have time to actually grow my business. >> The more integrated it is, the more easy it is to set up and to maintain and troubleshoot by the way, that's also an important thing, right? What if it doesn't work? If there is a consistent layer, a consistent way to get all this information sent to get a troubleshooting thing done, the better it is for our customers. Because again, they don't want to care anymore about what's happening in the back end. >> And that's the next challenge we're addressing, in-app product or Insight, is taking that management solution into the Cloud to make things easier for customers. And being able to take a lot of the things we have in point product into a Cloud model. So the likes of analytics, the likes of Smart Tac. Customers get fed up if when they have an issue they have to go and roll the logs up into Tac, and then go and FTP them. They get away from that, they don't need to do that in Insight. And it's all about, we're talking about the deployment of technology, well one of the fist benefits of Insight is Hyperflex. We can roll out sites without even visiting them. You just do a Cloud deployment, and a Cloud management, and it's job done. >> And this is the whole point we were kind of getting at earlier, connect back to the compliance issue, these agile like things are happening; it's throwing off data too. So now you got to organize the data, you can't protect what you don't understand. >> Correct. >> I mean that is ultimately the bottom line for what's happening here. >> Yeah, you can't protect what you don't understand, I think that's a good conclusion of the whole thing. And I think for us >> By the way when you guys use that tagline I want royalties. But it's true. (laughter) We'll get back to you on that. No, but this is a big problem. Protection is inherently assuming you know the data is. >> Stefan: Yeah. >> Darren: Yeah. >> There it is. >> That's for sure the case, and one thing we worked on and, you know, we announced it a couple of months ago, was the Veeam Ability Orchestrator, which is another layer on top of it. So he just talked about how they can deploy within the site, multiple sites of Hyperflex very easily. And for us it's about, you know, getting the customer an easy solution with all the successful recovery and failovers in areas across the data centers with the Availability Orchestrator. >> Data is the competitive advantage, data is messy if you don't control it and reign it in, of course theCUBE is doing their part and bringing the data to you guys here in theCUBE with Veeam and Cisco partnership. I'm John Furrier, Stu Miniman breaking it down here at Cisco Live in Europe 2018. Live coverage with theCUBE. Be back with more after this short break. (techno music)

(upbeat orchestra music) >> Hello there and welcome to this CUBEConversations. I'm John Furrier here in our Palo Alto studios. This is theCUBE, Cube Signal program. Here with Grant Fondo, partner at Goodwin, CUBE alumni, been on before, thanks for coming back in. >> Good to be back. >> Partner at Goodwin, one of the best law firms around ICOs and just corporate government. He's a security guru, regulatory guru. We've talked in the past there's a YouTube video out there. Check it out. Search for Grant Fondo, you'll find our previous interview laying out the ICO playbook. Update. Let's get the update to the playbook. So, ICO's kind of in a winter state now, but still ICO's going on. Signal announced massive traction with their ICO. They're going to do an insider kind of private sale, looks like and then open it up. They got millions of people. So that's interesting. But then ICO stabilized. You got Siemens at 20 million range. What's the current update from the ICO front? >> So I think in the US, the current update is sort of post Munchee. So there was a SEC enforcement action and then Commissioner Clayton made certain statements about ICOs and then the net on that is I think it has provided greater clarity about issuing utility tokens in the US. Clayton's statement essentially was that they haven't really, the SEC really hasn't seen any utility tokens that are really utility tokens. The Munchee decision emphasized that in some regard. So with the Munchee decision, some of the things that they focused on was the marketing of the token. Even though they essentially, the SEC assumed that the token was a utility, had tremendous utility essentially on the platform, but what the SEC did was looked past that and said okay, what's the practical reality of that? And so what they focused on, they focused was the marketing. So how is that company marketing the token? Are they selling to people just to use it on a platform? Or are they selling it much more broadly to investor, kind of crypto-investors, VCs, that type of thing? Also there were some certain marketing statements where the company was actually trying to drive up their, emphasize that the price of the token would go up in value. They also focused on the fact that it was going to be on an exchange. And so what they, what they said was listen, this token is not a pure utility token. What it is is a token for people to buy with the idea, hope and expectation that it will go up in profit. >> So they basically, Munchee decision was targeting guys who were throwing everything at the wall? They seem to be. >> Yeah so it's funny. I think that's a little bit of a misinterpretation. So there's, clearly there were statements in there that you sort of shake your head a little bit. But I think that misses the picture of the Munchee decision if you focus on oh well we won't make those sort of statements. You need to look at, and focus on also, what were the other underpinnings of that, that enforcement action and what was the message, combined message with that, with the July 25th guidance that they issued and then Clayton's statements. And I think the message is that utility tokens are going to be a tough road in the US going forward. They certainly have not identified what a valid utility token would look like. So I think it's, it's a little bit of a, they've created greater clarity, but also a lot of uncertainty as well. >> I was having a conversation with some friends. And we were talking about ICOs. As you know we're bullish on ICOs. But the conversation turned towards two bipolar positions. Man this is a crypto, so awesome, blockchain, innovation, take down the incumbent, decentralize the apps, this is the future. And then the other side, from very smart people, is man that's fraud, don't associate yourself with ICOs. So there's a little bit of a Wolf of Wall Street wolf of ICO kind of mentality going on where they see the pink sheets, the old over the counter market that they made the movie Wolf of Wall Street around. People are nervous about that. I'm not saying that's happening, but there's a vibe there. What's your reaction to that? And I'm sure you might have conversations about the same kind of reaction. >> Yeah my reaction is this is a seat change. And it's going to happen and it's happening. And I equate it to the internet in many ways. And so I think you have to go in eyes wide open. I think you have to understand the regulatory risks if you're a company doing it. You know, there's not a certain path to do it in the US. And you have to evaluate that. There's, you can go offshore and there's certain paths that way. But as someone who's potentially going to purchase tokens or digital currency, and I sort of separate them between like the Bitcoin and Ethereum, which is more digital currency, and then tokens which are some of the ones we've been talking about. >> Close to 1,400 now out there. >> I would assume there's even more at this point. So they're literally popping up every day. And I think you have to, like the internet, I think there will be winners and losers. There'll probably end up being more losers than winners. I think the regulatory environment will get more certain. And then there's going to be, and that's fine. You have to go eyes wide open and you may lose your money in it, and then there's the category of pure fraud. And so that, there's always, whenever there's an opportunity, the criminals come jumping in. Or people take advantage of a situation where maybe they would not have otherwise. And that's going to be a portion of it too. But I think you can get a pretty good read on some of these whether this sounds like pretty sketchy or not and you just have to be realistic about it. >> And you guys are doing a good job. The Goodwin practitioner community is really working hard. I mean I always say, my feeling on this, we've talked about this before, is that the internet bubble was a bubble, but everything played out. You can buy pet food online. You can have stuff delivered to your home. So I think the same thing's happening with ICO. I think the things that are coming out that's innovative will end up happening. The question is the compressed nature of how fast forward this bubble is. I mean look at the NASDAQ growth during the dot-com bubble stage. And look at the crypto market total market cap. It's so fast forward. It's happening faster than even the dot-com bubble. How do you keep up? I mean, what's your day like? Do you go through research notes? I mean, you're talking to clients. It's a fire hose. >> Yeah it is, but it's a great time to be a lawyer in this space too. So a lot of it's dealing with clients and trying to figure out how do we deal with the regulatory situation. Advising them, connecting with foreign council as well. Dealing, there's been some enforcement activity both on the state and federal level. So I'm dealing with that as well. Advising them through that process. So, I mean, it's a fun time to be a crypto lawyer, an ICO lawyer. And I think too that what is also part of it you're seeing here that's fun and interesting is that regardless of how you feel about ICOs, one of the great benefits of it is you have all these different companies that otherwise would have never thought about using the blockchain or hadn't focused on it. And they're suddenly using the blockchain and this technology. So you've mentioned about how fast forward it's going. How quickly things. I think these have accelerated this change and this disruption by five to 10 years. And I think that's an enormous impact that is a positive impact. And so no matter what happens with the coins that you buy or may not buy, that's going to be a change that's going to be with us going forward. >> Talk about the regulatory update. There's obviously concerns in whether you're investing in crypto or investing as an individual or a fund or as an entrepreneur trying to build a business. What are the regulatory things that people should be aware of now? That's different than before or that's maybe more prominent. How would you talk about the regulatory? >> So I think there's a couple of buckets. So one is if you're the company doing the ICO you've got to address whether that token is a security. I think the SEC has said most of them or all of them are securities. You have to deal with that reality. If you're trying to create a cryptocurrency you have to look at are we going to be registered by FinCEN? And so I think you need to assess those. I think if you are part of the ecosystem helping these sales, so let's say that you're doing the marketing for one of these token sales. Or you're an advisor who's trying to bring in other investors or things of that nature. You have to look at what's called participant liability under the SEC rules. And so you have to be aware of what you're doing whether does that create exposure to you or your company if that token ends up being an unlicensed security. Likewise, if you're an exchange, moving these tokens or facilitating the sale of these transactions. You now have to think about am I, should I be registered with FinCEN, should I be registered with the SEC? So those are really kind of issues, core issues that you have to deal with. And then as an investor, I think generally investors would be viewed as the victim by these regulatory agencies so I don't know that there's real exposure from a liability or litigation perspective, but I do think it's more, again, like doing the due diligence and eyes wide open and understanding that if it fails, you may not, may not have any recourse. >> So everyone wants their tokens to go up. That seems to be the trend. Let's parse through the concept of utility and security we did, but now I have a token out there. An ICO, and I plan to take and ICO, or I'm ICO. What's the role of exchanges in all this? Because good tokens should have liquidity. People should be exchanging tokens. Some people hold the tokens or hoard them. But the role of an exchange. Do I plug with an exchange? Do I do my own exchange? What's some of the law around that? Because you know if I'm an ICO candidate I'm like hey I'm going to launch my token. It's going to be a secondary token, but I'm going to run my own exchange. And of course, list my token on the big exchange so people can trade it and the price will go up. >> Yeah so that's-- >> So that's natural reaction. >> So that to the SEC is going to sound like a security. So one of the things you have to address is if you're going to do this in the US or bring in US money is, I think it's a real risk to put the tokens up on an exchange. >> Is there hybrid models? Cause I can see a utility vehicle and saying hey we're a utility like the arcade example we used before. But what good is a token if the price doesn't go up right? So say that utility doesn't go fast enough in all this arbitrage, can I do a hybrid utility and security? >> I think it's hard, I mean it depends on how it's structured. One way to do, potentially to do a hybrid. And this has not been tested as far as with a utility token. But the SEC has, sanctions is not the right word, but it said what's called passive bulletin boards, are not securities exchanges. So that's in the context, imagine, you essentially say here's the platform for people, buyers and sellers of our token to exchange it between each other. We're not in the middle, we're not taking any transaction fees. And so there's a path to that and that may not be attractive to certain ICO companies but that is a potential path where you can provide liquidity. >> So like a Craigslist, or like a bulletin board. >> Craigslist. >> The old school, you know, bulletin board days. >> Yes, people still use them. >> John: They still use the word bulletin board? >> Yeah. >> Good news, okay. >> Grant: Exactly. And so that.. >> Social network? >> Yeah, that's a path to do it. You can also, if you do create a system where the token does not leave the exchange, excuse me leave your platform, so it's a closed loop token. That's a potential path that you can do. Again, may, it may-- >> So there's solutions for people who need to have some sort of interaction between token holders. >> Grant: Yes. >> Without going pure exchange in the sense of trading and having a market cap and all that stuff. >> Yes, I think it's many clients would say that it's less attractive from a marketing perspective. But there are, there are potential paths. There's also the path that we're seeing more and more which is securities tokens. I think when you and I met last time we had just started touching on that, but I think that-- >> Explain. What's the big change? >> So the concept is the securities token is you're basically going to treat it like you are going to treat it as security. You're going to own it and you're going to go to the SEC and get it registered through like a Reg A+, which is essentially is a 50 million or less raise. That's sort of a common one we're seeing. And so in that context, you are saying it's a token, but it's a security. You don't have to give up equity. There's other ways to do it so you can give up a percentage of the revenue. Sort of treat it like a divided. And in that way it's a regulated entity and you're not taking that risk about are a utility token or not. >> That's a good path and it makes sense. Depending on the ICO. Okay let's talk about bounties. As you know we love bounties, love the concept of bounties. Media business would call promotions spiff, channel partner, whatever, people use promotional incentives. Bounties are popular, you've seen bug bounty in open source being used. Tried to get Kelsey to, Kelsey kind of addressed it a little bit, but it's more of a legal thing now. What's the status of bounties? You mentioned before we came on that gets the SEC's attention. >> So the bounty is designed to sell the token. So you're in your fundraise round for example. And you put out a bounty so that people will go sell the tokens. I think it creates issues with the SEC. Part of it is it's very hard to control that bounty. So you're going to have people who are trying to make money selling your token. And they are potentially going to make statements that are going to indicate or make statements the SEC is not going to like. So it's something-- >> Or promises. Said basically to sell the deal. Broker dealer almost, right? >> Correct. So there's a couple of issues. Not only from the company perspective that you've got somebody out there who's probably marketing your token in a way that the SEC's not going to like and so that creates potential exposure but also from the bounty person, the person doing the bounty, there's potential exposure. But are they essentially doing a broker or are they acting as a broker dealer or other type of seller of unregistered securities as a participant for example. And so it's not something we generally recommend to our clients. That said, if you are going like more of a true utility tout, there's nothing wrong with like a reseller agreement. So you could structure something most of these bounties tend to be like hey if you bring us x amount of token sales, we'll just give you something. There's no real strong contractual arrangement. But if you are a company that has traditional resellers, and the purpose of the sell of these tokens is for that customer to use it on your platform, I think you can structure things so you have reseller agreements. >> So it's really case dependent. If you're using bounties >> Very case dependent. >> as an arbitrage to sell the deal versus actually part of your business model, that's kind of the way you look at it. >> Yes, I think that's a distinction and I think that's a distinction, no guarantees, but I think the SEC would understand. I mean, it's all part of it. They're looking at the picture. Are you trying to just make this token go up in value or is this token really supposed to be used on your platform? >> Alright so question for you. Since we last talked, I think it might have been two months ago, may have been 60 days or so, I can't remember the actual when you came in last, it seemed like yesterday. What's changed, what have you learned, what's new? What's surprised you? What's interesting that's happened over the past few months? >> So I don't think any of the regulatory action has surprised me. I think we sort of knew that was probably coming. I think what's surprised me though is that every time there's been guidance issued by or an enforcement action issued by the SEC, we now also have state actors, Massachusetts has become pretty active. Texas has also been active. You would think that it would dampen or slow down the market and it really hasn't. So I've been surprised that it almost has led to more phone calls. Not just about, oh are we in trouble, but more in the context of okay, we really recognize we need lawyers. We need to try and do this right. But it hasn't, the enthusiasm is still really there. >> So it's validation in the fact that they're issuing guidance, in my opinion. But I think it brings the question of man, I need help on this thing. People are then they got to call in the pros. Alright the other thing that's interesting about these guidances, if I can get your reaction to is has it really set the rules of the road yet? What I'm trying to look for is what are the rules of the road? I drive on the right side of the road here in the US, I stop at the stop sign, I can get through things. But the rules, what's changing, what's stable? Obviously securities tokens is solid, right? That's a good rule. >> Yep. >> John: What rules of the road are developing? >> So I think, using your analogy, I would say that what the SEC has said if you go over 20 miles an hour, probably more like 10 miles an hour, you're speeding and that's a security. But we're not going to tell you if the floor is 10 miles an hour. So it may be that if you go two, three, five miles an hour, we're also going to give you a ticket. And that's sort of the environment we're in. We know where there's the danger zone where you've crossed that line. What we don't know is where is the safety zone. And so that, that I think in some ways is where that guidance has come. I think where that is pushing people though, is is more offshore and I think that's always a risk. I was involved in digital currency several years ago with certain regulators and that's when I think the government was more interested in stamping it out. And there was a huge offshore movement. You're seeing that with token sales now too. The companies that want to be in the US are moving offshore. So hopefully, my goal and hope is that the regulators avoid that problem. I do think that it's, the regulators still are not looking to crush this industry, they're trying to regulate it. And I do think that's a big change. I'm not saying that there aren't going to be people hurt. >> It's better. >> It's better. >> Not great. >> Not great. >> They're not moving fast enough basically is the issue right? Or... >> Yeah, I also think that companies... For a company that's going through that process, it's sort of still extraordinarily painful. So I'm not saying in any way that the regulators are having a light touch, but I do think there's also recognition here that we don't want to destroy this industry. And I think Congress is the same way. >> And you do a great job, you guys are pioneering a whole new class of law. Documents, agreements are all being kind of re-casted and re-imagined with crypto. >> Grant: Daily. >> It's daily. Well I've got to ask you the final question. As things progress, things are happening, you've got a lot more deals under your belt now. You guys are doing great over there at Goodwin, you're the top set of law firms doing crypto deals. So I got to ask you. What are you advising clients now? I mean obviously you're trying to zig and zag at the right time based on guidance. Make sure everyone's covered and the risk reduction. But at the same time, you guys have also been, I don't want to say super aggressive, but you've balanced aggressiveness of opportunity recognition capture with risk management. What's your current advice now? >> I think if, generally it is really take a hard look at the securities token. I think that that, it's not the perfect path for everybody, there's costs, expense, et cetera. But I think if you really want to do a token in the US, you want to be safe, I think you've really got to look hard at going down the securities token route. The other one is to go purely off shore. And do, pick a venue that is relatively crypto friendly. And do everything offshore which means no US money. Not even at the soft stage early on. And also have the token go on and if you're going to put it on an exchange, don't put it on an exchange that has US people buying and selling tokens. That is sort of the two paradigms that we're seeing. I think anything in the middle, then we're advising, alright, let's talk about pure utility token here. Where, I mentioned it before, where the token stays, doesn't go outside the platform. Or where you've set a fixed price on the token. Or if you do create some type of token do a passive bulletin board. Those are models still to be explored. I don't think many companies are doing them. But those are sort of the paths. I think that the utility token that we've been seeing in the last six months now is a pretty difficult path to go. >> And the offshore thing, Kelsey Lemster, who was on Tact Partner at your firm, was just talking with me about, it might not be the best thing with the tax reform in the US. >> Grant: Yeah. >> So what's your state now on that? Do you still advising offshore? Or does it kind of depends now based upon decision making on whether you're a security or not? >> Yeah, so with Kelsey, he's talking about tax issues. And historically with these tokens, the tax issues were very significant and there was a push to go offshore for those reasons. And there was also always a push about whether you go offshore for the regulatory reasons. We're not going to touch the US. I think those are both things that companies have to figure out and intersect. So we had companies that ultimately decided not to go offshore because the tax advantages were not that significant. Maybe they'd lost a lot of money during the course of their three or four years and so they decided we can offset those gains. Also there's aggravation with going offshore. And so you have to build that in, getting money back from the Cayman Islands or elsewhere there's a process versus just going to a B of A down the street. So I think it's all these things that you have to counterbalance and like we mentioned, it's just everything's changing very rapidly and so it literally is like a day by day assessment of what's the next path. >> It's like the big set of waves coming in, it's really awesome. Final comment I'd like to get. I'm looking at a hedge fund, fund of funds deck from a crypto currency bond of funds, so now you're seeing funds of funds and bonds, and hedgefunds. So a couple of bullet points I want to get your reaction to. New investible asset class. Un-corelated with others. value creation as massive scale. Nascient markets with liquidity unlike VC. Inefficiency provides opportunity. Those are kind of the main bullets on the first page. (laughing) >> I think my reaction-- >> No regulation, regulatory concern, we got tax. It sounds great, I should jump right in. >> So, the advantage to the cryptocurrency is skyrocketing. I mean we've had kind of a pull back a little bit over the last week or so, but some of them are back up today. So I think it is, there is a lot of opportunity and I think some of the opportunity they're talking about, so we represent a number of hedge funds and others who create kind of financial products with this. Some of the opportunities, you look at the stock market. The stock market now is really hard to basically game the market in the sense of not cheating, but like doing arbitrage where if you go to one exchange and buy the stock from there and sell it in another, that type of thing, very hard to make money. There's a lot of sophisticated players, a lot of technology. You're talking literally, what was that movie about where they were able to do a trade like a millisecond faster and it gave them an advantage. That's what you're talking about. Here in the crypto space, you don't have that sophistication yet, so there are companies who are figuring out ways to buy and sell currency in the same currency and make money in that transaction. Maybe they buy from one exchange at a dollar and it's selling at a dollar 20 at the other exchange so they sell it. So I think there is a lot of opportunity. Ultimately these are being regulated. Even the cryptocurrencies are regulated. Some are regulated by FinCEN. The exchanges are regulated by FinCEN. So there's regulation, but there's a lot of opportunity. >> A lot of arbitrage certainly. >> Grant: Yep. >> Big time. >> Yep, so it's a really fascinating market. Very sophisticated market. Again, eyes wide open if you go in and invest in it. >> And this really talks about the make up and the personality of the people involved if you can handle the wave, you should get out there. Hence the reaction to some people look at it as a little bit nervous, they're the risk averse folks. You've got to be, you have to have a stomach for this. You know. >> You do. You also have to be smart. Like you shouldn't put all your money in it. You shouldn't pull out your 401k money to start investing in any asset class. You have to invest enough that if you lose it, it's not going to be life changing. >> Well a lot of smart people that I know, and I know that a lot of people who were really into this and see great opportunity, certainly there's the bad actors in there, but I love this opportunity, I think it's a once in a generation movement. I think it's the biggest wave that's hit since many generations so really awesome. Congratulations on the work you're doing. Any new update on Goodwin front? >> No, it's just been a fascinating time for us. And it has, we've got a ton of people doing a lot of interesting stuff. And literally every day we hear a new project. We're like wow that's a really interesting application of this technology. Or a different use case. And our clients are coming to us. I mean that's the beauty of Silicon Valley and that model is we learn things from our clients so we love having those meetings. I think you're just going to see tremendous change. Literally week to week. >> How's your VC client base? They're probably engaged heavily at this point. I'm hearing a lot of folks on the VC side. Not feeling like they're being left out, but they're seeing this as a new way. They certainly have been called out here in the hedge fund. Unlike VC. I mean classic venture capital's been out for a while. >> It's a new paradigm for them. I think they're grasping with it. I think that in some ways it's attractive to them because it does provide for their LPs. It provides much greater liquidity than a typical VC investment which is a five to 10 year wait. But they're also, people are saying they're being replaced and they're having issues where companies no longer want to go to VC, they say why should I give that equity and control when I can get the money through different means. So I think it's disrupting their world. I think they're slowly, not slowly they move pretty quick, they're adapting to it. I think that there's tremendous value to having VCs involved in the ecosystem. >> I mean they should do it, I mean they should take a little bit of their fund because just the opportunity to get appreciation and again, liquidity in an unregulated market is an opportunity. >> It is an opportunity. And they're in it, they're exploring it and stuff. >> Grant Fondo, partner at Goodwin, check out Goodwin. Great firm on the ICO front. They're the top in Silicon Valley and around they world. They've got great tax law, Grant, good friend of theCUBE. Thanks forc coming on again, appreciate your commentary. An update on the ICO playbook. I'm John Furrier, this is CUBEConversation. Thanks for watching (upbeat music)

(upbeat orchestral music) >> Hello, welcome to this CUBE Conversation. I'm John Furrier here at our Palo Alto studios. I'm joined with Kelsey Lemaster who's Tax Partner at Goodwin. This is theCUBE signal. Kelsey, thanks for coming in. >> Yeah, thanks for having me. Glad to be here. >> So, tax partner. Obviously, lot of things going on. Apple's bringing back cash with the United States. Big news, $380 billion. Tax reform under President Trump seems to be spurring. NASDAQ hit an all time high. Business is booming. Kind of good, good tail wind for business. But really the hot topic that I want to drill down with you in this segment is have a conversation about the ICOs. >> Yeah. >> Cryptocurrency, it's insane. It's super exciting. If you're under the age of 30 and if you're not actually so excited to get into this unregulated, uncontrolled, well some say controlled market. It's just people are going crazy. A lot of opportunities, a lot of fraud, a lot of action around building businesses around it. So, you're in the middle of it. What's going on? Give us a take on then ICO. How many ICOs you guys doing, all right. What's Goodwin's number up to now? How many ICOs you got? >> Yeah, so the number we talk about within the firm is about 40 active ICOs. That's probably not precise but it's more or less that number. You know, every day we talk with existing clients or new clients that want to go through an ICO process, and we advise them the best that we can. There's securities laws issues which people are aware of. That's not really my expertise but in the tax world -- >> Well, Grant Fonda, he's coming in next. But we've had a conversation with him. >> Right, right. >> The securities issues and this, but there's huge tax consequences. >> Yeah, so there are a lot of tax consequences. They're unusual and things that people don't expect when they're raising money, what they view as raising money through an ICO process. Cause typically when you raise money from a venture capitalist or from investors, people who will buy securities in your company for cash or property, that's usually tax free to the company. And I mean, that's been traditional law for many, many years. Problem is in an ICO, what you're selling usually is a digital asset of some sort, a token which often is a right to obtain some service on a platform that may or may not exist yet. And the tax characterization of raising capital for that kind of asset or property or service probably does not qualify for the exception. It normally qualifies when you sell stock or securities. So, it's basically taxable revenue to companies. >> So, let's drill into this, have that conversation about tax. Cause a lot of people I talk to, entrepreneurs or newbies, either new entrepreneurs or seasoned entrepreneurs, even the seasoned entrepreneurs look at the tax consequences and go, "Wow, this is crazy! I don't understand it." And it seems like the tax providers, you guys are one of them there's a bunch of other firms out there that can help with different price points all across the board. Their learning, their training wheels are on too. So, people are learning, running, tripping, falling. It seems to be that from my perspective. And it's a real, real rapid accelerated pace. It's almost like the dot com bubble but fast forward it feels like with an entire new infrastructure of corporate governance. >> Yeah. >> I mean, this is pretty crazy. So, tax is a big one. And the dollar signs could add up big time if you're a company and you need tax advice cause there's so many scenarios. What is the current state of that market? With tax providers, the tax consequences, is it as thorny and hairy? And how are you guys unpacking it? >> I think you're exactly right that a lot of us are learning together about the technology, about the business terms, the deals. Those are evolving. The tax law is what it is. It has really not caught up to any of this. The IRS issued a notice in 2014 that tells you how cryptocurrencies like Bitcoin and Ether and Dash and some of those others are taxed to individual investors but that's it. That's all we've heard from the IRS. So, a lot of us as practitioners are trying to figure out how to apply traditional tax law principles to this brand new, technological sort of device or way of raising capital. And in some instances, the answers are clear. And in others, they're not. There are a lot of square peg round hole problems that a lot of us are trying to work through. And as you said, we're doing it at a very rapid pace, real time, clients are not really waiting for us to figure out every nuance of tax law and how it's going to apply. They're just doing their ICOs. And so, there are a lot of situations where companies will do an ICO and raise, maybe this hasn't happened lately as much but at least last summer, companies would raise hundreds of millions of dollars in an ICO without really getting any significant tax advice. And the basic rules in this area, as I had mentioned, If you raise capital by issuing tokens, it's probably taxable revenue. So, if you start up as a normal corporation where you're going to build a platform, you're going to spend some money to build it, and all of a sudden you raise $200 million. Well, if you can't spend all of that money in a year, you're going to pay tax. And last year, the corporate tax rate was 35% federally. Now, that's been reduced on under the tax reform. But say you raised $200 million dollars last year and you effectively couldn't spend much more than a couple million dollars. You could have a tax bill at the end of the year of $70, $80 million dollars which nobody was expecting. You know, companies are trying to structure around and avoid -- >> It's hard to spend $200 million in one year. >> Kelsey: Yeah, exactly. >> You really got to go crazy, go on boondoggle. No but this is an important point. So, let's get down to that. So, the cash proceeds coming in, obviously the utility token, that's taxed right out of the gate. >> Yeah, there are some areas of uncertainty there. And there are positions. I mean, there are alternative ways of viewing that. Probably the right way of viewing money coming in, we say money but usually it's Ether or Bitcoin, right? So, we take the fair value of what comes in. And if it's $200 million, in a utility token context, that's probably going to be viewed as revenue for future services. Because, by having the tokens, the individual holders will be allowed to participate in your platform and get your services. So, the services income that's taxable. Now, you may be able to defer some of it for up to one or maybe two years. It depends. You're going to have to recognize all of it for tax purposes within two to three years max. And you know, people have talked about, "Well, can I just wait and see what happens and not pay any tax on this income?" And there are some sort of doctrines that you might look to one's called the open transaction doctrine where you don't really know what's going to happen. In a lot of these cases, the ICO proceeds have to be given back if the platform never gets built. So, people have talked about, "Well, can I use what's called open transaction, and wait and see? And if I build the platform, then I'll take the income in in that year in the future but not now." Personally, I think that's a losing argument. And my view is the IRS, when they start looking into this, they're going to really view this as all just services income. And you might have one or two years to spread it out, but you're going to have to pay tax on it. >> It sounds like there's a mix and a confluence between accounting and finance and tax law. Because you've got timing issues, that's revenue recognition. You mentioned services with tax practional view. What is the line? Where is the absolute, out of bounds in ICO tax policy? If you could lay it out. I know there's a gray area that your people are working through and might have a position and lean towards a certain direction based upon what they're doing. So, I can get that. But where should someone look in saying that might not be in the know in the taxing. Don't do this. What are the things that they shouldn't be doing? Obviously, fraud. We know that's ... >> You don't want to do tax fraud, for sure. I would say, in general, it's going to be risky to take a position that, if you raise a bunch of money in a utility token ICO, if you take the position that that's not revenue and you somehow view it under the open transaction doctrine, for example, I think that's a risky position. >> John: Why? >> Just because I think that it's inconsistent with the law and the open transaction doctrine space. Normally, when you receive money and it's basically yours, you have a claim of right over it, that's taxable income to you. Even if you might have to somehow give it back in the future. So, I think that would be a risky position to take. Another thing that we've heard about a lot of companies doing is, you know, for awhile everybody wanted to set up a foundation in Switzerland. I'll set up a foundation in Switzerland, they'll issue the tokens, it's all tax free because it's a foundation. I think there's ... I'm trying to remember. There's an ICO company that recently got in trouble for this because they were trying to take the funds out of Switzerland and use them for personal use. But any time I hear someone talk about setting up a foreign foundation, my antenna go up. I think that -- >> You think that's a red flag. >> I think that's a major red flag. Most of these companies that are doing ICOs, probably don't really have the kind of purpose or business that really fits with a foundation. I mean, foundations are tax exempt, charitable type entities. Like The Ethereum Foundation. That to me sounds like a foundation, right? It's not there to profit in any particular business. >> John: It's not a business hiding as a foundation. >> Kelsey: Exactly. That's a great way to put it. I think there for awhile, people thought that I could hide my business in a Swiss foundation and never pay tax. And I think that's a major red flag. >> Okay, let's talk about the Cayman Islands, Switzerland, there's places to domicile or locate your business for tax reasons. And some people, there's play books out there on what to do. And it evolves. It's a moving train for sure. But what problem are we solving with the tax? Can you just elaborate on what is the core problem to be worked on with respect to taxing, the tax consequences in the ICO crypto market? >> Kelsey: Right. So, from the company's perspective, the core problem is what I was mentioning where, when you raise all this money through an ICO, the most likely treatment of that if your raise it into a U.S. corporation is that it's just taxable income. And maybe some of it's taxable this year and the rest is taxable next year, but it's going to be taxable to that corporation pretty quickly. And corporations don't want to pay tax. I mean, that's an age old problem. So, what people are doing and are still doing is there are structures where you can set up a subsidiary in a foreign jurisdiction like Switzerland, Cayman Islands. This is not a foundation, this is a normal subsidiary. And if you get the intellectual property moved into that subsidiary in an appropriate way, and there are rule around that, and then you have substance in that subsidiary where you have employees in that jurisdiction who are helping to develop the IP. Then if you do everything right, and then you sell the future services out of that subsidiary and you sell the ICO tokens out of that subsidiary, you may get some ability to defer U.S. tax until you actually take money out of the subsidiary and repatriate it to the U.S. So, that's what -- >> It's a lot of work to set up a subsidiary. >> It's a lot of work to set up a subsidiary. >> And it's costly. >> Kelsey: Yep. >> Is it worth it? >> Yeah, so prior to the tax reform bill at the end of last year, if you could do it all right, and there are a lot of issues with getting it right and complications and complexity, But if you could do all of that, and there are a lot of companies that did, then yeah, I think there are good positions for deferring tax. Which, you know, on a $200 million ICO, that's deferring $80 million dollars in tax until some indefinite period in the future. >> There's not many $200 million ICOs. >> Not many ... Right. >> Most of them are in the five to 20, 20 to 60 range. Million. >> Yep. So, I think now that we're in -- >> Still a good chunk of change. >> Kelsey: Yeah, a good chunk of change. And so, post tax reform, the tax rates last year were 35% corporate federal income tax rate. Now, they're 21%. So, there's been a huge reduction in corporate income tax rate in the U.S. So, that I think coupled with the smaller size of the ICOs is going to drive fewer companies to want to set up these offshore structures because, one, it's a smaller amount of tax liability that they're dealing with. And two, because you're raising less money it's not too difficult to spend $5 million -- >> So, pretend I'm doing an ICO. So, I say, "Oh, I'm going to do an ICO." Well, I know that I could maybe fetch $20 million might be the range. Or say I get lucky, say I do 30. I say to myself, "Okay, can I spend $30 million in two years?" Probably, yeah. But it's not so much spending money. I want to get your reaction to this. It's not just spending the money to get the tax law set. It's can I get to revenue. So, can I hit the fly wheel for critical mass in a revenue model. Which, now, a new dynamic is 2018 seems to be the year of we were looking for real deals not vapor deals. White paper and raise money. How does that work? So, if I say, "Hey, I know with $20 million in two years I can get to cash flow positive break even." What's the tax consequence on that? Is that a good deal to do? >> Yeah. So, once you turn net profitable for tax purposes you'll start paying taxes in the U.S. And so, if the idea is I'm going to raise $20 million on an ICO in January 2018, and I'm going to spend $20 million between now and the end of 2019, you can probably, you have to model this out with your accountants, but you can probably match up the $20 million you received this year with the $20 million of expense you spend between now and the end of 2019. And once that zeroes out then you probably won't pay too much tax on the $20 million you receive now. Then once you flip to net positive, right? So, you've spent the 20, took the 20, now you're at zero and you start earning income -- >> But that's a real business. >> That's a real business. And that's going to be taxed like any other business. And now you're in a much lower U.S. tax rate environment of 21%. That's probably a fair deal. >> This is the business model question that everyone's asking. Can I get, use the cash to build a business this is now the conversation in the venture community. It's the conversation in the entrepreneurial circles. >> Kelsey: Yep. >> How to do it. Not just go to the trough and take as much down as you can. Which pretty much everyone's trying to do. That's up though. Not many people doing that. >> Kelsey: Yep. >> I mean, Signal's got a big ICO coming. They were in the billions. But are you advising clients to stay in the U.S. If they don't have to go to Cayman's? What's the current state of your research note or tax note to clients? >> Kelsey: Yeah. I think this you might have different views from different practitioners. My personal view is that if it's a relatively small amount that you're raising and you expect to be able to spend it down within that one to two year period, I tend to advice clients to keep it simple, stay in the U.S. Because there are a lot of ways that you can screw up a Cayman structure or Swiss structure. And usually these companies are working incredibly hard to build their platform. >> It's also distracting. >> That's my point. Exactly. The benefit is uncertain. And it may not be much of a benefit at all. And it's probably much more important that you succeed with your business than for you to save what may or may not be a small or large amount of tax. >> So, you guys are learning on the fly, which is great. And this is a market ... It's a huge wave. Everyone's getting their surf boards and getting out there on this big wave. And it's super exciting. What are the practitioners circles, your peers, as you guys huddle on this in the industry, what is the general rule of thumb that you guys are applying? I know Goodwin's a great firm. You guys have done some great work. You're conservative but yet aggressive which is a good balance here. I think some firms won't even touch an ICO. Maybe too risky for them. But you guys take a good line there. You're pushing the envelope. What's the rule of thumb in the practitioners circles? Where's the standards evolving? What's your reaction that? >> This is probably not a super helpful answer. I don't think there are standards. I mean, this is a space that barely existed eight months ago, and now we're doing 40 ICOs at a time. So, it's a very fast-paced evolving space. We just had tax reform literally two weeks ago. I'm on an advisory group with the Ethereum Network Foundation, and it's a bunch of tax lawyers in New York and out here, and we talk every couple of weeks. Just to kind of figure out what we're doing. And there are a lot of things we talk about but I wouldn't say there are really any standards that have come up. There are other ways that people are implementing ICOs that didn't really exist six or eight months ago. >> John: Like what? >> Which you'll probably talk about with Grant to some extent. But you could just go out and have your tokens ready and sell them as a token sale ICO. We have a lot of clients that want to raise the money before they have their tokens built. They just have the white papers so they will sell SAFTs, which are a Simple Agreement for Future Tokens. But you basically agree you'll give me your Ether now and I promise I will give you tokens in the future. And that's a SAFT. Now, there are versions on that where we see investors kind of hedging their bets like, "Well, I don't really know if you're going to be successful with the platform, so what I really want to do is I'll give you money now and I want an instrument that kind of gives me flexibility to either take tokens or equity. So, you see these instruments, like one's called a SAFE, a Simple Agreement for Future Equity. Which you see in normal financings But with a dash "t" on the end of it. >> John: We're going to have pipes. We're going to have SAFE. We're going to have all this stuff going on. >> So, there are all these acronyms coming up. And there are different versions but some of those versions might give you better positions on bringing in the money now and waiting to figure out if it's going to be taxable. >> John: What have you learned? You've got ICOs under your belt. You guys are doing good work over there. Relatively new. What's the big learnings that you've walked away with, so far? And what's still in front of you? >> Yeah, I think what I've learned is just, for me personally, it's very interesting to see how these traditional tax concepts which are simple in the abstract really apply in very unexpected ways to an ICO. And the things we've been talking about on the company side is a big area there. I've also focused a lot on if you're an investor and you're participating in an ICO, odds are you're not paying cash. You're probably paying in Ether or Bitcoin. And if you've held those other cryptos for a long time, and let's say you bought Ether at $10 and you're trading it in now at $1,000 in an ICO. Well, you probably also have gain cause you've just exchanged your Ether. So, now you have $990 in gain for every Ether that you send in. And you know, there are ways to try to manage that for the investors. But that's one area that's been a surprise for investors something we've been aware of but it's something I've kind of thought about and learned that in a lot of these situations there are tax consequences not only for the company but on the investor side. So, on both sides of the table there are tax consequences. And people are often surprised by that and everybody's catching up. >> Kelsey, great to have you on. Take a minute to end the segment. Just share a little bit of the work that Goodwin's doing. You guys have a tax practice. You're head of it over there. What's some of the work you've done? Do the plug in. >> Kelsey: Yeah. So, in this space we do our work with a lot of clients on ICOs. We're working with a lot of traditional venture funds that are dipping their toe in and are reviewing ICOs that they may invest in. So, we look at it with our investor hat and with our company hat. We've also helped clients that are thinking about doing tokenized funds where they will raise capital into a venture fund but they'll do it by issuing their own tokens. So, those are very interesting structures in and of themselves. We've really kind of embraced this space and worked really in just about every way that you see these companies taking shape. We've helped them and helped the investors. >> And of course, you got funds of funds going on now. I saw a couple of decks been circulating around. Funds of funds, you've got token funds, funds of funds. This is like a new asset class. >> It's a whole new world. >> I mean, unregulated, uncontrolled, controlled probably by a few people. I mean, pretty wild. >> Yeah, yeah. >> John: Having fun? >> It is, it's been a blast. >> Kelsey, thanks for coming on theCUBE. Kelsey Lemaster, partner at Goodwin on the tax side. A lot of work. I'm sure he's busy. It's complicated. And they're learning and people are being successful in ICOs. And again, one of the big things is the tax consequences. Check out Goodwin. They've got a great firm over there. Kelsey, thanks for spending the time coming on theCUBE. I'm John Furrier. This is CUBE Conversations in Palo Alto. Thanks for watching. (upbeat orchestral music)

>> Narrator: Live from Orlando Florida it's theCUBE covering Grace Hopper's celebration of women in computing brought to you by SiliconANGLE Media. >> Welcome back to The Cube's coverage of the Grace Hopper Conference here in Orlando, Florida. I'm your host Rebecca Knight along with my cohost Jeferick. We are joined by Monica Bailey and August Goldman. Monica is the Chief People Officer at GoDaddy and August is the Senior Vice President of Customer Care. Thank you both for joining us. >> Thank you, it's great to be here >> So let's start out with the numbers because you're a big number crunching company and you are collecting data and you're also sharing some data, so talk a little about what you have found. >> Yeah, well for the last few years we've been tracking how we pay men versus women because we really care about making sure we're paying all of our employees really fairly, and so we're happy this year to be able to say that for every dollar a man makes in the company a woman in a similar job also makes a dollar. And so that's great, that's the goal. The goal is fairness for all of our folks, so we're really excited about that. >> So how long did it take you to get there? >> So we started it three years ago with our CEO Blake Kirby onstage here at the Grace Hopper Conference which was in Houston at the time in front of 12,000 folks, and we showed the numbers. We showed pay parity and it wasn't parity at that point. >> Was it close? What are we talking about here? >> It was $0.96 cents, $0.96 per dollar, so it was close but it wasn't parity. And here's what's interesting, we've always said we need to be comfortable with uncomfortable data. I think we've talked about that before on this stage, and even if the data is not what you want it to be expose it, dig into it. What we've done together is we've found out what's wrong. >> Okay so how did you go about finding out what was wrong, and then also fixing it? >> Yeah well we looked at a few things, so first of all, we looked at different populations so we'd look at how are our technical employees paid, how are our non-technical employees paid, how are our leaders paid? And so we definitely see things when we look into those groups of employees, But we also just took, let's take the slice of our biggest set of jobs, our engineers, pretty applicable for this audience here today. So, we took a look at our engineers and said How are our entry level developers paid, men versus women? And we're also this year looking at our minorities as well. It's really important to not just stop at gender and look at how all your employees are paid. So, yeah, we definitely have made great progress on that. I don't know if you want to speak to it. >> So here's what's interesting, when we dug into this data that Monica is talking about we actually found that software development engineers one, and two, women were paid more. More. In those roles. So we said 'Oh, well that's fantastic' Well, guess what? The population size by percent of three, four, five, and six, the women dropped off. Fell off. And then we said well wait a second, what might be happening here, and all of a sudden, something came up in the data that we were just, we wouldn't have known unless we dug into it. Women stayed longer in those roles. They didn't ask for promotion. >> They stayed longer in the ones and twos. >> The ones and twos and guess what? If you stay longer in a role every year you get a little merit increase, every year you make more, eventually you'll make more, versus someone who is clipping through the levels at a good pace. So because of that, Monica put it something, You want to talk about promotion flagging? >> Yeah, we tried an experiment two summers ago and we took a look at this phenomenon of women and also some introverts, not just women, right? But it tends to be women aren't pounding their fists on the table for a promotion. So as a result their promotion rates are lower. So we went in and said let's try a little experiment called promotion flagging, let's just say hey, a good performing SDE, Software Dev Engineer, They're normally in role about 12 months or 18 months, a good one, before they get promoted, sometimes longer, good ones, too, but that's just on average When does the first time a good performing person would get promoted, and we said that will be our flag to managers, just to say hey, you're going through review, don't forget, all these folks have been in level a certain amount of time. Because some folks aren't begging you and demanding a promotion so let's consider everyone equally. And the goal wasn't really to promote more people, the goal was, let's just not forget anyone in the process, because that happens, unconsciously people just, they're forgetting folks across the industry. So they did that and it was amazing. The result was amazing. Also I should say, though, our goal was to make sure everybody got really actionable feedback to grow their skills and their impact at the company and their likelihood of a promotion down the road, which is exactly what we're going for because that makes your company better, so we love that. But the cool news is, because we've been following this data really closely because we're very nervous, because I also don't want to suddenly treat one of my populations not as well as they were being treated before. So we are really excited that men's promotion rates stayed unchanged. Women's promotion rates were jumped by a third. So just by merely saying don't forget all your folks please and give them good feedback, we saw that women got promoted 30% higher rate than they had in years prior, and so that's pretty cool for us. >> So I have two very specific questions: One, is there low-hanging fruit that somebody else watching this can see where there was the big disparity that was the easiest to fix? And two, you keep talking about reviews. There's a whole lot of conversation about the annual review process and how broken it is. You mentioned 18 months. Have you changed your, or maybe you changed it before, but has this forced you to look at the typical annual review process and reevaluate? >> Alright so I'll take the first if you want to grab the second Because the first one's easier so I'm just trying to get the first one she can do the hard one. That's why she's the head of HR now. She took my job by the way (laughs). >> I wasn't going to ask that. >> You weren't going to ask that, how can you not ask that? >> Stay with the easy question though. >> Okay, the first one is exactly what Monica was just talking about and that is actually flag folks in role after a period of time, and say you know what, both men and women, flag them and say, review them for promotion. Review for promotion. It's very simple, it's very easy. After a year of level one, maybe 18 months of level two, just say hey, have a look, is this person ready? And if they're not ready, what should they do to get ready. >> And that's the actionable feedback >> And here's what's interesting, here are the stats, which is really cool. So, two years ago we had 6% of our software development two were women. Last year was 15%. This year, 31%. 31% of software development two are women, and our software development one is now up to 41%. So you see we're building our pipeline so we're getting them in. Now the question is, once they're within the company how do we develop and grow them and promote over time? >> It begs the question, what are the threes? >> Oh, it's 13%. So you can see it's dropped off. So no, give us a year or two, we'll be back on the stage. >> Yeah, absolutely. >> And the goal is then 30, 40%, so, you know give us a few years. >> That's a great little actionable item though, just to make sure that you're paying attention to the people that aren't paying attention for themselves. >> And they did it as an experiment and are you going to now scale that to the rest of the company? >> We have scaled it to level twos and level threes and this year we'll probably scale it to a level four so each time we add another level we look at the data and see how it works. At some point folks are allowed to do an awesome job in the jobs they're in so we're not an up or out kind of company, some places are like that, so at some point we'll probably stop saying, 'should you promote this person to be leader of the universe?' because they're pretty great. But Jeff, you asked a great question about performance reviews, and I'm super passionate about this topic, so we were selected by Stanford's Clayman Institute as their partner a few years ago to basically conduct experiments with. They choose one company a year to say hey, are you open-minded enough to try some crazy stuff with us and see if there might be a result that we can share with the industry afterwards. And so we just felt so happy they chose us, and we shared tons of our data with them, they saw our employee survey, they saw redacted performance reviews, they got to sit in on our most senior talent review which is a calibration session to hear how are we talking about all of our employees. And the Clayman Institute, they care about the advancement of women in leadership, but my first meeting with them, I'm like, look, I super care about the women in my company, but I kind of care about all my employees in my company, so like, I need to make sure we're being really fair to everybody, and they're like, 'that's what we care about, too' and I'm like, okay, phew, first hurdle we passed. Anyway they're stunning foot partners and what they, after doing tons of this analysis, what they said was, tackle what almost no company has tackled. Tackle unconscious bias that lives within the people, processes, specifically around career advancement. So again, that's promotion that we talked about, that's also performance review. So we're like, that's us at GoDaddy, we're like let's try it, who knows what's going to happen, let's just see, so we jumped right in and basically what the found is at GoDaddy we care about what you do and how you do it, so those are, so what is sort of career ladder levels you hear companies talk about, and here's a general expectation, and how do you do against your goals. Great. And how you do it is how we collectively work together to get good stuff done at our company, right? And it sort of lives within our values. Our values don't live within a big poster that are shiny, and people kind of walk by and go ha, that's not what it's like here. We literally pay people to live our values, and to demonstrate that because we think it makes us better as a company and more impactful. So we took a look at these values, and I'll be honest I had created with the best of intentions basically some competencies, too many, that lived under these values, and when you have way too many things for people to keep track of, it's almost like having nothing at all. Which a lot of companies have also done, blow it up, put it in the hands of managers, let's assume they'll all do the right thing consistently, which doesn't happen. So what we did with the Clayman Institute is we interviewed about 20 of our leaders and we did some focus groups, and we said, look, these are the six behaviors that line up against three of our values central to performance. These behaviors are critical for all of us. It's stuff like, do you share information with other teams, or do you look for ways to integrate your work across your team or across multiple teams, depending on the scope of your job. Do you work fearlessly? Do you include others in conversations so you're driving innovative solutions and working fearlessly for your folks. >> And you know what it's not? Your style, how do you approach others, are you bossy, nothing about that, nothing about approach. You could be an introvert, an extrovert, all different styles. These are actionable behaviors around how we're going to get stuff done and be distinctive in our company. >> So, what is your advice to other tech companies when they are writing their values and thinking about how they want their employees to live out these values? >> Well it's interesting, number one, it has to result in business results, right? So, it's really easy to have a really fun time writing these but they have to make a difference in your company and mean something, otherwise why would you want to reward them? Right, they're just nice otherwise. Two, they really collectively should drive the culture of your company. So when you look at it en masse, if you see, if I get everyone doing these things, is that the culture that drives my company? Is that going to attract and retain people, and drive again the business result we want? So to me those are super, super important. But the Clayman team will take you to camp and help you with all this stuff but really also, is your language equally accessible to men and women? To introverts and extroverts? To all of your employees, to minorities, to different employee populations, because some things like, 'aggressive drivers get things done.' Now, I know a lot of women by the way, who are very aggressive drivers and get a lot of things done but certain language is sort of unconsciously attributed to men more than women, and so if you have one role model for what success looks like and it happens to be subconsciously a man that you think about, women are disadvantaged. So they really, we went so deep with them. So my main advice is, if you can, frankly I'd just become a member of the Clayman Institute fan club and try to get some consulting help from them, but there are great folks out there that do this kind of work for a living who are really helpful, because it's really hard to take a look at yourself objectively. >> Well actually I was just going to mention that, so when Monica mentioned we had monitors sitting in our most senior review of the top 150 people. When we calibrated them together a group of 30, of the next 150, we actually had two monitors sitting and writing, when are we talking about style. When are we being inconsistent between one VP and another VP And we actually, the first year, we didn't get an A. The first year we did not get an A, by any shot of the imagination. >> It makes me feel better to say probably most companies wouldn't, right? But we did not and we were brave. >> If you don't measure it you can't make a change. We've had Lori a couple times on theCUBE but the Cayman Institute does fantastic work. >> Lori was the one who guided us, and they're amazing. And I think what's interesting, we're all well-intended, wonderful executives, I mean we are well-intended, wonderful people. You look around the room, I'm going, 'we don't have bias, we're great, we're going to get an A, bring monitors in, bring them all in, this is going to be great.' At the first year they're like, mm, no, look how many inconsistencies you did over the day. And they showed us the data and we just sat there and went >> Did they record it 'cause tape don't lie >> They did not record it but I can tell you they typed faster than I could >> Lot of data, lot of data >> They came in the next year. So we did a hard look at ourselves, we talked about doing it differently, they came in, the same two people, the next year, real different. And by the way, we will continue to have them every single year. >> Well you need the reflection back. Well August, Monica, thank you so much for being on this show. It's always so much fun to have GoDaddy here on the Cube. >> Thank you >> Great. We will have more from Grace Hopper in Orlando, Florida just after this (techno music)

>> Announcer: From Palo Alto, California, it's CUBEConversations with John Furrier. >> Welcome back to our special CUBEConversation here in Palo Alto. I'm John Furrier, co-founder of SiliconANGLE Media, and the co-host of theCUBE. We're with Grant Fondo who is an attorney, with Goodwin. Specializes in block chain, Initial Coin Offerings, also known as ICOs. Part two segment we just went over the high-level landscape, but I really want to walk through the playbook of ICO process. Call this the Initial Coin Offering, or ICO-101. Take me through the process, okay? Hypothetically, let's just say we want to do something, we want to have an ICO called "Crowd Coins". Something that we're looking at doing. But let's just walk through that. What's the advice, what's the playbook? Take me through the process. >> Sure. So the first question is, where are you located, and who are you targeting? So what I mean by that is, where is the founding team? Are they in the US? The threshold issue is whether they are in the US or abroad. If they're in the US, and they want to stay in the US, and most don't want to move, so they want to stay in the US, then we talk about, "Okay, you're going to be subject to US regu-- potentially subject to US regulation." And so, the next step on that is, who is your target audience for the token sales? Are you looking to do accredited investors? Are you looking for US people, are you looking for foreign, and who are those target people? So the threshold issue is, as I mentioned before, are you looking for accredited or unaccredited? Most people would rather, they believe in the democratization. >> Accredited over a million dollars of net worth? So it's like a... >> It's essentially a sophisticated-- yes, it's essentially a sophisticated investor. >> And what's the trade-off between the two of those? >> So the trade-off is, if you really want to get a large market, you do the unaccredited route. And that means anybody can participate. Accredited, if it's credited, it's a much more limited, typically from 50 to 100 people, high net worth individuals, there's a paperwork process, it's exemption under their security's rules. Most of the token sales we're seeing are unaccredited, although we're seeing a trend now, too, that people are doing a hybrid of accredited US investors, and unaccredited foreign investors. It's an interesting hybrid that we're seeing. But, so that's the initial threshold. We have many companies that say, "Well, what if we move our operations offshore? What if we open up a company in Switzerland or something like that?" And I think what they don't realize is that if they are trying to seek US money, or they are located in the US, or the money that they raise comes back to the US in some way, that they're going to be subject to US regulations. So simply sticking something offshore doesn't cut it from a regulatory perspective. So that's the first question we ask, is to trying to figure out, "Okay, where are we setting up this entity?" And typically you set up different entities to raise the token sale. >> So what if a company, say, us as an example, already exists, we're a Delaware corporation? Do I have to stand a new company up, or subsidiary? What's the playbook? So there's a clean sheet of paper is a new company, so that's where you start, I get that. But what about a pre-existing companies? >> So if you're a Delaware corporate pre-existing company, sometimes we'll set up a new, like a subsidiary. Sometimes just for typical corporate reasons it's good to set up separate entities. The other issue, threshold issue, is tax issues. We typically advise people to get sophisticated tax advice from CPAs, things like that, Deloitte's one of the players in the space, for example. And that decision then becomes, do you set that entity up in a more tax-friendly venue than the United States? The British Virgin Islands and the Cayman Islands are two of the examples of where these people set these entities up for tax purposes. >> The tax thing seems like it would take time. Does that slow things down, or is it...? It's super important, obviously. >> So, it does. It has a couple components. It slows it down because there's another player involved, you also have the potential transfer of assets and you have to figure out what are the assets that you're going to trade, move from the Delaware corporation, for example, to the Cayman Island corporation? You also have obligations of, you have to go live in the Cayman Islands for a while, which is not a bad thing. >> My wife wants me out of the house, time to go to the Cayman. >> So it's funny, I had a client who said, "Alright, let's set up in the hotel right next to the airport," and I'm like, "If you're in the Cayman Islands, go to the beach. Don't stay at the airport." >> Start scuba-diving. A lot of people would do that. Okay, so, great, so, jurisdiction and corporate structure is the first consideration. >> Yes. >> What's next? >> The next step is related to that, is what type of sale are you doing? Are you doing a token sale or a security sale? And what we mean, and that's a big threshold issue. What we mean by that is, and most of the sales are token sales. But is the token that you're using going to give someone equity in the company? Are they going to get a percentage of the profits from the company? Are they going to be able to control some of the decisions of the company? If so, that looks more like a stock. And so, therefore, it's deemed a security token. That is subject to SEC regulation, and there's a different route. Many people don't go that route, but some do. So, for example, people in real estate transactions where they want to give, use tokens, but they really want to give investors who get a percentage of the real estate profits. They'll go the accredited US investor route. For the other pivot is towards the utility token. Which is the utility token, like an arcade token, it's basically a token that works in the platform, and people use it so that they can transact on your platform, they can play games, they can get content, they can encourage people to find bugs in your software. >> John: So, transactional-type value. >> Transactional, exactly. >> So, smart network, smart contracts assume some sort of marketplace with coins and the currency, right? >> Grant: Exactly. >> Okay, so the next step. The tokens and security and utility, I get that. Okay, make that decision, now what? >> So the next step is, you need to do a white paper. And you need to hire a law firm to help you with the white paper and all the legal, all these different steps. So then we'll take a look at the white paper, and we'll advise them on what their token looks like, if they're trying to do the utility route we'll walk through the different language and things of that nature. We also try to clear it up, make it just a little bit more readable. And then, once they do the white paper, we then, also, help them with the pre-sale documents. Oftentimes they'll do two sales. So it's called a "pre-sale", which is where you give an opportunity for significant purchase, people that you believe will be significant purchases of tokens, and they'll come in and they'll buy a large amount of tokens, let's say $100,000 dollars in tokens, but at a significant discount from the price that will be for a regular token sale. So maybe a 20% discount. >> So once I have my token, security or utility, okay, now I got to go figure out how I'm going to sell this. >> Grant: Yes. >> And that's what we're getting at here. >> Yes. And so, typically you make a decision and do a pre-sale, and you raise a certain amount of money, and then you do the sale, the token sale, about a month later, typically. >> What about allocation of tokens? That comes up a lot. So I'm also thinking, "Okay, is there a structure for X percentage for the development, X percentage to sell, to offer to the community or network, how many stay in the company." we see people keep an allocation for the company, or, between 15 or some higher. So how do you put the pie chart together, or distribution of token? >> One of the things you have to figure out, is this a token that you're going to sell all your tokens right off the gate, except for some of the ones you keep, or do you envision later releasing tokens over time? So some of our token sales, every year, excuse me, token companies, will release tokens over the time to continue to provide tokens to the users. So you have to make that threshold decision. What you typically see, is you see a percentage kept by the company, you see, and it's usually, usually you see 15 to 20%, although I've seen companies up to 90%, and then you'll see a bunch of the tokens issued to the market, and they will tell people through their white paper what they intend to use that money for. Most of the times it's for R&D and development of the platform, and continued maintenance of the platform, but also legal and administrative expenses for that company. One of the big issues that companies face, is where are they in the development of that platform? Ideally, by the time they do the token sale, the platform exists and the tokens can be used immediately. That helps, we talked earlier about, being a security versus a token. That helps in that analysis. If you're building a platform, and you've already got it up and running, that looks more like utility token. If it's going to be a year or two before that platform's available for use, the SEC may say that looks more like a security. >> And a lot of people get flagged in ICOs where it's like, "We're going to see something in late 2018." And so they hope to raise money through the tokens to do development. And it can be like a Kickstarter kind of model there. But it's not legit. I mean, from a product standpoint. I shouldn't say, "not legit". It can be scrutinized. >> I think now, the SEC gave some guidance a couple weeks ago, and I think that in Coin Center, which is a very think tank in this area, they issued a spreadsheet, essentially, that talks about when are you more a token versus security. And I think that's an issue. I think, especially going forward, companies, if they can, are better off having a platform up and running by the time they issue the tokens. >> Okay, so next question is, okay, great, now I'm rockin' and rollin', now I got to do some blocking and tackling. I need a white paper, I got to have a website, what are the minimum viable elements that need to be in market for an ICO? Obviously a website. What are the elements there? >> One is the white paper, which we talked about. You also, as part of that white paper, you want to make sure you are conscious that this is a white paper that has to live and breathe potentially years, and so you want to be honest and forthcoming, and also give yourself some flexibility. But the other thing is, not every company is a super-sophisticated smart contract company. And so they'll often hire vendors to do that. >> John: Do the white paper. >> No, not to do the white paper, sorry, to do the actual smart contracts to set up the token sales. Those companies will also assist with the white paper, just like we do, but their primary platform, or purpose, is to help launch the smart contracts. You'll also have marketing companies that will assist with marketing the token sales, so that more of the community knows about your business, and that there's a platform out there and that hopefully that's a platform that you want to use tokens on, and so that's another component. And then, also, the tax advice that I mentioned before. >> Alright, so in that white paper, is also the consideration for who the service providers will be in the process. >> Sometimes. Not always, though. Sometimes it will identify who's going to get, if the service provider, for example, is going to get tokens, but oftentimes you don't see that in there. >> Alright, so white paper, probably an FAQ of some sort, but, again, thinking about this being an evergreen, living document that'll be on the web. It could bite you in the butt, or help you, so be careful, right? So that's what you're saying. Good advice. Okay. Tax considerations. Okay, now I have my tax hat on. Bring in Deloitte, bring in tax guys. What are they talking about? How does that impact the process? >> So, you mentioned the delay before. I think any time that you bring more players in it obviously delays things. But they're important players. All these are important players. And part of what you want to do, is you want to bring them in early, versus waiting, because the tax implications are significant. It takes time to set up foreign entities, it takes time to go live in the Cayman Islands, not the worst time, but it takes time. >> John: What duration in the Cayman Islands would someone have to live? >> I'm not an expert on that, but you're going to spend a couple weeks there, for sure, if not longer, and you're going to have to stay there through the token sale. >> Does the boat get paid as part of the token sale? >> I'll leave it up to you on how you decide to spend that money. >> Okay, so back on the jurisdictional thing, this is important. People, can they do it in the US? >> Yes. >> Yeah, they can. Okay. But how does that impact the process? Is it a tax issue, or is it just, comfort? What's the consideration between a Cayman Islands, foreign makes sense if you have people there, but Caymans would be the alternative to the US companies, right? >> So if you do it in the US, you can still have your operations here, and essentially you can have some people here, but the primary wallet, essentially, entity receiving the money would be in the Cayman Islands. If you decide, and that's really mostly for tax issues. If you decide to forego that, so some companies decide the tax issues are not significant enough that I want to deal with it, setting up a Cayman operation, there's a delay, there's expense, and we'll deal with the US tax issues. And so that's just a business decision. >> And because the tokens are viewed as income? >> Revenue. >> Revenue. >> Grant: It would be viewed as a revenue for the company. >> Okay, so does that mean, if a corporation wants to buy tokens, that's an expense? >> So, it's funny, we haven't had that question asked, and I'm not a tax expert, but yes, I think it would be an expense. >> We'll have to get a referral, get a tax guy in here to answer these questions. The post-ICO issues. Did we get to the ICO? So the next step is, okay, I got my tax considerations, it's time for the ICO. What happens next? Do I ring a bell? Is it a digital bell? What happens? >> It's kind of fun. Most companies, what they do is they put a countdown to when the ICO is about to start, and they usually give a window. And it's typically a two-component thing. One is, if we raise X, so let's just pick a number, $30 million dollars. It's a $30 million dollar X amount of tokens we sold, the token sale will stop at that point. And/or a time limit, so two weeks. We'll have a two week token sale. And so, you'll have the timeline, and they'll actually register for you on their website how much they've raised, how many tokens have been sold, as well as where they are in that timeline. And then the timeline ends either through one of those two mechanisms, and then the token sale is closed. >> And then I'm sure there's a protection issue around protecting the tokens. Can you add some color there? Because there's been rumors that someone raised $34 million dollars and lost it all. They've basically been robbed, digitally, by hackers. Who do you call, then? Better Coin Bureau? >> So we've dealt with that issue, and we can give advice when that happens, but it's a tough issue. Tracking, the FBI, obviously you notify the FBI... >> John: It's a fatal flaw. >> It's a real problem. Typically there are people abroad. So you have to assume it's gone. So one of the immediate things we talk about is security. And some of it is very basic security. And that is, if you are receiving all these Ethereum or Bitcoin or however you're raising it, set up a bunch of different wallets. If you're going to lose money, it's better to lose one out of 10 wallets, or one out of 20 wallets, versus one wallet with all your money there. So some of that is just prudent, in a sense, but I also think you really need to make sure. That's part of why you bring some experts in, if you don't have that inside expertise it's going to make it extraordinarily insecure. >> How do vet the service providers if I'm going to work with the company if I'm an entrepreneur or an entity to deal with the front-end of the first collection? The wallets make sense. You sprinkle it around, it's like digging a hole, or putting mattresses all over your house, so I get that. Who do I deal with on the inbound? Is there a central authority that takes the cash in before it goes to wallets, or it goes right into different wallets? >> That's where we talked about a smart contract vendor will assist you in setting things up so that it goes directly into a wallet. Part of it is just word of mouth. People get referrals, they look for who's done other ICOs. Part of it's reputational. Some of it, too, is when you talk to people, you can figure out, do they really know what they're talking about? Hopefully you have some IT security people on your team, or that at least you can rely on who can really vet, vet these providers and to say, okay, this is a really strong product, and we feel comfortable with that. And you're betting a lot on it, so it's a really important decision. >> John: So you invest in a security resource. >> I think you have to. >> Okay, now ICO is completed, everyone's high-fiving, the clock is ticking, and there's a post, maybe a trickle, or a one-shot opportunity, assuming that trickles is part of the process. What's the post ICO consideration? >> One of the issues is the money, right? So what do you do with it? So this is a pre and post token sale issue. And that is, do you provide employees, or founders, with tokens? And I think the consensus now is that the more you provide tokens for employees and founders it more looks like securities. So there's a tendency for people like advisors who come onto the company, to provide them tokens. I think there's a risk that if you do that, it looks more like securities. So you have to treat that money and that token, especially the tokens, because the company keeps some tokens, too, right? You have to continue to remember that that's a utility token, not a security token. As far as the money goes and what you want to use it for, you have to keep consistent with your mission. So it's just like crowdfunding. If you ask people to donate money to an idea, you can't change that idea. And if you do change that idea, you need to let them know about it. So you have to be very transparent. So there's no such thing as "free money", and I believe that one of the risks with the post-token sales is, some of these companies are not going to make it. And so you want to be very cognizant of that you're doing the right thing, you're making the right decisions. Pretend, in a sense, that it's truly your money, and every dollar that you spend is your own dollar. You want to use it wisely, and you never want to be embarrassed or ashamed or concerned about how you spent that money. >> As long as it's not buying a boat or having a, like on Silicon Valley, renting out Treasure Island and having a big party. Use it wisely, and to the mission of the firm. Okay, so the question I have for you, this comes up a lot is, okay, I get the utility token. That creates value for the currency, you're not selling the appreciation as an investment, it's a transactional component of a smart network with smart contracts, and values the creation and distribution of that value. I get that. If a company wants to do that, they can still have an equity plan, I assume, because you have to assume that that utility is contributing to the value of the overall enterprise itself, the company. That's where the employees would get the stock options in a normal stock option plan. >> Yeah, it's just like any other company. When you raise money, you still have equity. So I think they are generally Delaware corporations that stick with the standard structure. You can give options in the company. There's no concerns with that. >> So you have a coin vehicle going on, and a standard equity program. >> Grant: Yes. Absolutely. >> Okay, so, post-ICO, what else? Cross your fingers and hope you can use the development cash? >> I think, too, and this goes throughout the process from the beginning through the post, which is, be careful how you talk about the token sales. Don't talk about, "We're going to try to increase the value of the tokens." Remember, the token is a utility token. It's an arcade token. It's not a security. >> It's like playing a video game. Pinball Wizard. You pump it in to thing, play your game, and people get value out of that. >> So that's fine. But what you don't want to say, is you don't want to encourage people to continue to trade and buy the token for the purpose of they hope it's going to go up in value and not use the platform. >> Even though everyone's doing that. >> There's some truth to that. There's a little bit of, that's the elephant in the room, a little bit. But there's different ways to do that. As you build your community, as you talk about it and you're excited about your company, and people are. It's a great, it's a fantastic tool, and what's really been fun about it is you're seeing these companies that hadn't thought about the block chain and utility tokens and say, "Wow, this is such a great mechanism to build this huge community, and have all these people participate through these tokens. Setting aside the fund-raising aspect of it, but just this, it's a great mechanism to do this. The democratization of my platform. And I can reach internationally. So focus on that. Don't focus on the value of the token. There's another issue, which is putting them up on exchanges, particularly pre-token sale, I think you need to think twice about trying to connect with an exchange and sticking your tokens up on an exchange. >> John: Why? >> Because it sounds like security again. It sounds like you're trying to develop this market for more people to buy this token to go up in value. Now, it's okay to provide a platform, just like the arcade owner, it's okay if that arcade owner thinks that other people can sell his token for him, or her token for him, that's fine, but you got to be really careful about how you do it. >> So Brave browser, which is obviously utility, has BAT tokens. They're listed, I believe. >> So you can list, yeah and I think, you can list, I think it's just a risk. And I think what you don't want to do, is you don't want to say, "We're listing our tokens and trying to encourage people to buy the tokens." >> So it's optics. It's how you position it. >> It's important. The optics are important. >> So talking about expectations. Can we talk about this in our first segment, but I just wanted to just end this, ICO-101. Went through the process, overall expectations? Any thoughts on that? What people should expect? Duration? Fees? Costs? Is it order or manual, what solar system are they in? Million dollars is it going to cost, is it going to be $20K, how do you engage on fees, and then process timeframe? >> The process depends in part of the company. How far along are they on the white paper, how far along are they on the platform? But setting aside that issue, and more from the legal technical advisor, generally takes two to three months. We're seeing some that are longer. It takes time to put the white paper together, and we proof it and give advice, and then I'll also have some of the other advisers give advice on it. It does take time to set up the tax structure, so if you're doing the Cayman Islands, that's probably a two to three month process for sure. Depends on how much IP you transfer as well, so that can slow things down. >> John: Licensing and agreements. It's like standard legal stuff. There's no fast-track. There's no shortcuts. >> There's no shortcuts. You're bringing in an initial consultant so it takes time to negotiate. So I think safe, you're going to assume at least three months, if not, definitely more. >> Well, the number one question I think here, today, for you, is, who's going to pay for this hour? Who are we going to bill for this? >> Grant: You'll get my bill. >> I appreciate the candid conversation. Thanks for sharing your knowledge, again. This is an expensive hour here on the CUBE. The community is a freebie. Grant, thanks for sharing. You do some great work. I think I'm going to look back on this time in history and say, "Man, glory days, or hell-of-a time." It's going to crash and burn or go big, in my opinion. Great stuff. Grant Fondo. Attorney at Goodwin. Great firm, check him out. Doing great work. 25+ ICOs in the pipeline. Done a bunch of work. New area. Exploring the future of block chain, a lot of disruption, anything that has to do with supply chain, anything that has to do with technology, decentralize concepts in a distributed manner is really the rage. We see this as a game changer. It's SiliconANGLE. I'm John Furrier, thanks for watching.

>> Voiceover: From Palo Alto, California, it's Cube Conversations with John Furrier. (bright music) >> Hello everyone, welcome to a special Cube Conversation here in Palo Alto, California. I'm John Furrier, the co-founder of Silicon Angle Media and also the co-host of the Cube. Our special guest here is Grant Fondo, who's with Goodwin. He's the legal expert in blockchain initial coin offerings, also known as ICOs. Experienced federal prosecutor and former assistant US attorney in the northern district of California, head of the blockchain group at Goodwin. A lot of legal action going on. Welcome to this Cube Conversation. >> Thank you, John, nice to be here. >> Thanks for coming in. Goodwin, you guys are a great firm, well known in the Valley, helping entrepreneurs, I mean the track record of Goodwin is pretty significant. Been familiar with Anthony McCusker and the team over there. You guys are doing a lot of work. I've been asking around all of Silicon Valley, because we're hot on the ICO trail ourselves, blockchain, we've been following, covering extensively, Bitcoin, going back to 2010, it's a hot market. It's very frothy. But in asking around, I'm like, who's doing the legal work? So a lot of people are kicking the tires now, are now getting their toe in the water, want to explore blockchain, want to explore the notion of cryptocurrencies. Take a minute to talk about Goodwin, what you guys are doing, because you guys have a lot going on. >> We do. >> And there's a lot of issues to talk about. We're going to get to that. What do you guys do? Take a minute to talk about Goodwin. >> Sure, so we've been involved in this space for three and a half years now, probably. I got involved, I was a former federal prosecutor, as you mentioned. So I got involved in the regulatory side, represented a company at a DOJ in FinCEN settlement, and prior to that, kind of that took off my interest in it. I thought this area was fascinating. And the amount of talent and energy in this area is tremendous. So that's what launched my initial interest. And then from there, we've represented a couple of other companies in significant regulatory matters. But we're also very actively involved in the startup, and that's kind of Goodwin's bread and butter. And so particularly in the fintech and blockchain space. We've been doing it for a while. And so now what we've really seen, probably over the last eight months, is just a tremendous growth in interest in the token sales. You refer to them as the ICOs. And so we're probably representing 20 to 30 companies at various stages from just initial concept to launches. >> Yeah, I want to just, personal observation, we were talking before we were on camera here, is that, you know, I've seen a lot of waves in my time. And you know, cloud computing, I thought that cloud intersecting with data and mobile was going to be a home run. But I see blockchain is really one of those disruptive, reminds me of the early days of the web where it truly was the wild west. And it is kind of happening. So you have involvement in the white collar litigation and area in the past. This is essentially a rush onto the marketplace because with cryptocurrencies, with decentralization, and people experiencing distributed computing, it's changing business models. So people are making a lot of cash, if you will, in the raising money side. So people are going there. So there's a lot of people migrating into the space, not without some uncertainties. What are the issues? I mean, because on one hand, it's a scam, people say, and some people say it's legit. Where is it, where is it, where's the difference between the two? >> So I think in many industries, especially new industries, there's uncertainty. And I know the attention goes to the scams, right, but I think that's really the minor, very minor component of it. What you're seeing is a lot of good companies with great ideas who have developed a new model to develop their platforms. And part of what you saw on digital currency that people loved early on, you're seeing it in blockchain and now you're seeing it in token sales, is the democratization of their industries and their platforms. And so they're allowing, you see all these marketplaces being created. And tokens is a way to facilitate that, not only in the context of obviously raising money, but also providing a platform for people to participate on that platform. And so it's been fascinating. And so- >> And a lot of smart people are getting involved, too. You're seeing a lot of big brains getting in, and also entrepreneurs that know how to hustle. That's why I kind of called the early days of the wild west of the blockchain. Is there any pattern that you're seeing? What is the, what is the catalyst in your opinion? What's driving all this, besides the new way to finance or a new way to provide value? >> I think there's a couple things. One is the interest in the blockchain and the greater understanding, even now more mainstream. You know, eight months ago it was really more crypto people doing the token sales. Now we're getting calls from all aspects of industry. And so, and some very conservative, historically conservative ones. And so what I think people are seeing is this blockchain technology is really here to stay. It's really a transformative technology. And it's technology that applies to so many different industries. It's not just a crypto technology. It's a technology for everybody. And it also allows so many different participants and transparency. And so people are really fascinated by it. And they're using the token sales in part to help build that industry. >> Grant, I got to ask you the number one question that I get and one thing that I think about a lot in our businesses. What's the playbook? Take us through a day in the life of what's going on at Goodwin as you guys are dealing with people knocking on the door saying, hey, help us. And now you've been kind of pivoted to blockchain from natural extension where you've come from. Great position to be in cause it's a natural place. But this is a first time market. These new things are emerging, new use cases. What is the playbook? What are people knocking the door saying, help me with, how do I get this implemented, blockchain or an ICO, is there a playbook that you're seeing that's working? And what are the pitfalls should be avoided? >> Sure, so I mean there's a couple initial decisions that you have to make. And one is, the question we often get is, people are trying to stay within the boundaries. The problem is the boundaries are still very uncertain. And so you try and work with a brand new technology and a brand new concept with regulatory regimes that are a little bit older and not quite built for it. And so part of that, part of what the initial questions are when people call us, is how do we fit what you want to do within the frameworks and try and minimize any risk? Because in any business there's risk, but the smart thing to do is try to minimize it. And nobody who calls us is trying to scam anyone. They're trying to do this, launch a fantastic business, one that will be truly disruptive in their industry. And so one of the things we first deal with is jurisdictional issues. Where do we set up companies? And so do we set up, people have this common perception if I just set up a corporation abroad, will I be fine? And that's not the answer. And so you set up corporations and entities that make sense for that business, where the people are located, the executive team is based here in the US, that changes the dynamic. We also get a lot of foreign companies that call. So there's a lot of decisions about where does this company get set up? >> So this is almost like going back to business school 101, where you domicile or where you start the corporation, what entity is it, and all the paperwork that goes on. But I want to step back and talk about some of the distinctions that are nuanced or actually specific, if you will. The notion of utility versus securities, concept that's well known in business, but as it applies to blockchain. Those are specific nuances, aren't they, in how the regulatory market looks at blockchain? >> Absolutely. >> Can you explain like what means, how people should think about utility versus a security? >> So I break it down in two kind of examples. The typical utility token would be, remember when there were arcades, and you would go to an arcade, and you'd stick the token into Space Invaders or whatever the game may be, and there's still arcades out there. So that's a utility token. Does that token have some utility on the platform, is it doing something on the platform? That's what the model is so that it's essentially, people avoid some of the regulatory hurdles with a security. Conversely, a security is as you think about it. Typically, Silicon Valley was built on companies selling parts of themselves for equity and people buying into the company and getting stock. And so you're trying, most token sales are trying to avoid being termed a security, where someone is getting an interest in the company, an interest in the profits, control over the company, and instead what the model is based is on this utility token. The test is called a Howey test, and it's basically, if you hit certain criteria, you end up being a security. If you don't, hopefully you stay in the token regime. And so it's really, and the way to best do that is you build a token that truly makes sense on your platform, that people can use it to build, to transact, to exchange goods, to build ideas. And they're not running the company. They're just using that token in a sense, much like an arcade token is used. >> So it's not like a security, like a stock, so there's no stock option plan, there's no token plan. You can't think about it that way, is that what you're saying? >> Yeah, well, so you raise a very interesting issue because there's, there have been some companies that have set up tokens like vesting over time that tend, or tokens for employees or tokens for advisors. And I think there's a risk that the FCC says, wait a minute, that looks a little bit like an option or a security. So one of things we advise is do not set up token plans or vesting token plans because that may be an indicia for the FCC to say, hey, listen, that's a security. >> Well I want to get to drill down on the whole government, cause it's still going to be some things are coming down the pipe, and this is also a global phenomenon. So it's interesting jurisdictional questions. I want to get to that in a second. But just to stay on the security piece, one you mentioned earlier that most of the blockchain activity around ICOs, around disruptive, or democratization, I think you used the word, but really it's disruption of markets. So one of the areas we're seeing is the Brave browser with the BAT token that's disrupting kind of the web browser kind of thing, or the user experience. Steam does like a bit of a Reddit kind of clone. And there's a variety of other ones. We've seen some all over the place in different verticals. And then there's one that's democratizing venture capital. So we've seen some activity around folks were using cryptocurrency to invest in companies. Talk about the dynamics between those two approaches and mainly the funding one. Is it still kind of wild west, undefined, or how does that work? >> So I think initially it was wild west. You had basically crypto people investing in companies and buying these tokens. Now what you're seeing is the VCs are smart people. We represent a bunch of them. They're successful for a reason. And they're aggressive, in the sense of they're not afraid to take risk, and they're constantly on the move for new ideas and- >> John: So VCs are investing in crypto? >> So now you're seeing, I think there's a lot of interest, I'm getting a lot of calls about, can we present, a VC fund will ask, will I come in and present and kind of walk through the token process, what are the risks. I get a lot of calls from investors, you know, more sophisticated, traditional investors, hedge funds, about what are the risks here, how do we invest, how do we minimize our risk? And it's a new paradigm, but it's a paradigm that I think the traditional financing vehicles are paying a lot of attention to now. >> So it's still an open book at this point, not truly defined but there is activity. What is the entrepreneur's perspective, what's that side of the table look like? Because they are looking at this, and certainly they're all in there, jumping in with the ICOs. How are the entrepreneurs looking at it, and how should they deal with these new, progressive investors? >> So the entrepreneurs are looking at it, quite frankly, as an alternative to VC and loans. And I think that they view it in part as, it's a quicker and easier way to raise money, in a sense, but also that there are potentially less strings attached. And I think there's some truth to that, but I think one of the key components is when you raise that money and you apply, you have to do it in a truthful, honest manner, and you can't mislead people. You need to be pretty, pretty forthcoming about your disclaimers and things like that. So it's not a, you know, unattached raise in a sense. You just have to be careful about that. But I think they're viewing it as, as any entrepreneur, you're always probing for what's new, how do I get, best get to what I need to do to achieve and have a chance with my business? And they're saying this is a great alternative. >> Alright, so I got to ask the tough question. And that is, from an entrepreneur perspective, this sounds like it's going to cost me a lot of dough to get this done. What are the fees like? I mean, you don't have to give specific numbers, but I mean, are we talking series A? Is it the financing kind of model? I mean, are we talking about hundreds of thousands, cause it sounds like there's a lot of work. It's getting first time work going on, the leverage and the economies of scale aren't there. You guys are doing a lot of work. So you're getting there, but I would imagine that the fees would be enormous. >> So I think it depends on what type of token sale you do. If you do an unaccredited token sale, which is the majority of them, fees are a lot less, or less. If you do accredited, it's a little bit more. But I think there's a couple different components. There's not only legal. And the legal can be, I mean, you can get sort of the Mercedes version of, we'll write you 10 memos about the following, but I don't think that's, most entrepreneurs don't take that approach. With some reason, because the memos are never going to say, whatever you do is perfect. So I don't typically recommend that. But so the fees are probably not as much as you would think. I think where the fees start to escalate is there's a lot of different components to this. One of the fascinating things about digital currency, blockchain, and now token sales, is there's so many components to it. And so for the entrepreneur, it's not only the legal, which I think they'll find is actually one of the least expensive parts of that process, but getting tax advice. So you're bringing in all these token sales. You really need good tax advice to make sure that you're maximizing your tax benefits when you do it. That can get expensive. >> And the tax issue could be significant because I'm sure even the government hasn't figured out, is it revenue or is it investment? So is it revenue or is it, I mean, how does the tax treatment? >> I think the IRS would look at it as revenue. >> Okay, so this frame, I kind of had a loaded question, I was kind of smiling there. But I want to go into the next question on that point because I think this brings up the next one, is how do I organize my company? Because you know, I'm scared to get sued, I don't want to get put out of business. I've already seen Robert Scobel say on Facebook, I'm doing an ICO. And then all of a sudden, almost like a legal, I'm not advising that company anymore. So someone must have coached him, like hey, if you get involved, you're promoting it. So people don't know where the lines are anymore on what was old kind of test standards, can't promote it, an offering, is it revenue, gray area. So people are organizing outside the US. >> Grant: Yes. >> What's the best practice of a company says, hey, I want to do an ICO. What do I do? >> So I don't think there's a best practice. I think you have, because every company is different. I think, but there are guideposts. And so I think the biggest guidepost is where are you located? If your team is in the US and you want to get, and or you want to get US dollars, you have to assume you're going to be regulated by the US regulatory regime. So you have to deal with that reality. And then so you structure things differently. So then the next question is, are you going after accredited or unaccredited token purchases? And so then, most people want to do unaccredited. So then the measure of protection is, okay, is our token truly utility. You and I talked about that a few minutes before. And so that's sort of the threshold issues. If you're going abroad, you really have to be completely abroad, meaning no US money, no US executive team, the company's abroad, the business is abroad, et cetera. Cause the US takes very, the US regulators, and I was a former prosecutor, they take a very broad view. >> John: So they'll see right through that mirage. >> They'll see right through it. If there's any impact in the US, they have jurisdiction over it. And they'll, if US people have been harmed, they will take notice. >> So there's no real kind of way you can get around that. How about the Cayman Islands, certainly the countries in Panama, been a lot of issues there. I mean what, is Cayman Islands an option, or? >> So the Cayman Islands, it's a great question. The Cayman Islands is a great option for tax purposes. So a lot of token sales are being run out of the Cayman Islands because of the tax benefits. It's not a regulatory protection in my view, unless you happen to be all abroad, and you're not seeking US money. But usually it's primarily sent there for the tax purposes. >> Alright, let's talk about the regulatory issue, cause this is still, we've heard, it's pretty much again the wild west. We said, there's been a rush, and there's been rumors that the FCC and the federal government's going to be putting things in place at the end of this year, maybe early next year. The timetable seems to be shifting, it's a moving train. What is the concern on regulatory, and how is that impacting people in the blockchain ICO market? Because it seems to be like a rush. Get out before you can be grandfathered, has there been any statements of grandfathered, that's a big area, what's going on there? >> So I think what you see is about two weeks, two, three weeks ago, the FCC came down and issued some guidance. And I say that with a little bit of a grain of salt because I don't think it was a tremendous amount of guidance, but there's a couple of takeaways. One is if you are, if act like a security, they're going to view you as a security. That's not news, but that's fine. The second component, which I thought in many ways was very interesting, was they said, they implied that some token sales are not securities, which we always believed, but it was a nice tacit concession. >> John: A utility. >> A utility, yes. So not all token sales are securities, and therefore they are utility. So I think, and that's where the battleground is. What was frustrating about, I mean one other aspect, too, was they mentioned the term participants. So if they believe that a token sale is a security, not only will they necessarily go after company, but they will go after participants of that token sale. >> Like, potentially VCs or investors, or? >> Well I think it's an open question, what participants mean. Historically, if you look at like securities, and I used to do securities litigation, and I do insider trading and things like that, participants would be like investment banks, for example. >> Got it. >> So if there's a pseudo-investment bank involved, and I think they would view that term broadly, cause it's typically not investment banks in token sales. But the FCC might say, listen, you're a participant. You benefited, you helped launch the sale, et cetera. So I think for participants there's potential risk as well. But they really did leave, they left the door open for the token. >> They're not hardcore, they're not, so it sounds like they're giving some guidance, like hey, we're watching you, but we're going to let this thing play out a little bit more. Let the professionals kind of deal with it. >> I think it's two things. One is I think they said, historically, those that launched earlier, we're probably going to let that pass, as long as you didn't commit fraud. That's sort of my read on it. And then the second component is that we are watching you, and you're on notice now. So don't cross that line. >> So you brought up the investment bankers, I mean, I just, I salivate when I see this whole, opportunities out there because you think about the traditional IPO process, not to compare ICOs to IPOs, but there is a serious bunch of cash coming in. I mean, a couple of these ICOs pulled in over 200 million dollars. That's some serious cabbage, as we would say back east. So this is significant. Is there like rules on market-making, what you can say, how you promote it? There's a Reg D and then there's like this A Plus stuff going on out there. I'm not an expert in that area. I'd love to get your thoughts on how should people watch the lines on how this gets done? Are there market-makers? There are certainly sites that promote ICOs. How is all that playing out? Is there, can you share some insight on that? >> Sure, so for if you're doing a utility sale, and your position is that you're not a security, general advice is you should not be marketing your token as an investment opportunity, that our token's going to go up in value, you don't want to be publicizing like, here's a great way to make money, buy our token. That's not, that looks like a security. You mentioned Reg D. So Reg D related to accredited investors in the US. And generally the rules are you can't publicize your token sale if you're targeting accredited investors. So likewise, you shouldn't be putting things on your website targeting all types of people. So that's where people will get in trouble. I think the area that for entrepreneurs, like Silicon Valley is so social media focused, right? Between Reddit, Twitter, et cetera. >> John: It's a lot of promotion going on. >> And the nice things about a lot of these token sales is they're building these communities. It's a fascinating area. But the downside of these communities and these constant communications is you have to be very careful with your language. So when you have these Reddit community hosts that are helping you with your launch, for example, be very careful what you say. You can't in any way imply that you're trying to, you know, raise, the tokens will go up in value, or trying to protect the value of the tokens. So you have to be very careful, and that's a tough thing. >> I better delete my Facebook post I just posted two days ago. (laughs) Let's get straight to that. So utility is the key. I think I would see and envision more utility deals going down because this is where the infrastructure change is happening, I think that's phenomenal. I think there'll be arbitrage on the security side, just from my personal experience and opinion. However, that is the key. If I'm a utility token, what is the language I should use? So avoid selling it as a security, so or using language. What's safe? What would be safe? If we're doing a utility token sale, what's safe language? Can I say, hey, get your coins, join our platform? Do I market it like software? Do I market it like a technology? >> I think you market like a token at an arcade, in a sense. It's a simplification, but I think the concept's the same. You're marketing that this token sale, this token has this great use on your platform. And people should be really excited about joining your platform. And they should be excited about buying those tokens so they can use them on the platform, whether it's to make money, whether it's to access games, whether it's to, you know, we're seeing in areas of artificial intelligence, life sciences, really the gamut. >> So show the utility use case more than money-making. (laughs) >> That's all you should be talking about is the utility case. Because you're selling your platform. And you're selling just a mechanism to get onto your platform. >> Okay, so what's the conversation like at the law firm these days? I'm sure that's, the firm's buzzing with the growth of the inbound. You have, I don't know if you can say the number of ICOs you've got in the pipeline. If you can, it'd be great if you can share. Greater than 10, less than 100? >> Yeah, no I, right now I'm actively advising probably 20 to 30 companies that are in the process or at some stage in the process. >> Where's the scar tissue? What have you learned? What's the big ah-ha takeaway for you that you could share, anecdotally from these ICO processes? >> That's a good question, really. So I think it's tempering people's expectations. I think you get, I mean we really, the reason I left the government and I got in with Goodwin and stayed in Silicon Valley was cause I loved the entrepreneurial aspect here. And so you get excited for your clients and you have these clients that approach you with these great ideas. And some of them are like mind-boggling. I should have thought of that, never did. And so you have to temper that a little bit, and temper their natural enthusiasm to say, okay, listen, there's a right way to do this, and there's a wrong way. Or there's not necessarily a wrong way, but a more gray area. And if you want to really be more in the right area, here's how we have to do it. It may not be quite as lucrative. It may not be as easy. But it's the right way to do it. And let us help you get there. >> Where's the operational bumps that you guys have hit, and where's it been similar to existing legal practices within the firm? >> I think the operational bumps is there's just not a lot of people that really know the space. I get calls a lot, and people will say, my god, you're a lawyer who actually understands what we're talking about. And so even in a firm like Goodwin, you know, there's a segment of us that, we have a team, and so we understand the language. But not everybody does, right? And so I get calls, even internally from the firm, can you help us out on this? I have a client who's talking a slightly different language. And so that's, but that's fun. I mean, that's the exciting part of the process. >> And you have a natural background in digital rights and securities and white collar crime, you mentioned some of the things you were involved in. Seems natural, that seems to be the profile, doesn't it, for a legal kind of pedigree? >> I think it is because what's another interesting aspect about this is it covers a lot of regulatory regimes. So obviously it's fraud, it's DOJ, where I used to work, US attorney's office, but also FinCEN and other- >> John: What's FinCEN? >> So FinCEN is basically the regulatory regimes that deals, federal level deals with money transfers. >> John: Oh, fintech or. >> Yeah, and so like Western Union, moving money back and forth. >> John: Got it. >> But there's a lot of issues with moving tokens as well. >> Wire fraud, right, it's like token frauds. We'll get a whole nother practice. You're going to be in business for a while. (laughs) Final question, your vision on how this plays out, just if you can shoot it forward five years, look at the trajectory. I mean, you must be sitting there pinching yourself, like man, this is pretty wild. I mean, is that where you're at? What's your vision of how this plays out? >> I think we're in the beginning stages. I think, you know, when I got involved with digital currency three and a half, four years ago, I didn't know where it was going, but I knew it was going somewhere. And I knew that no matter what we projected, it would go in a different direction. And it has. It's such a great technology. So I think the token sales will continue. I think as the regulatory regime becomes more certain, we'll continue to figure out how things go. But I think it's here to stay. The amount of interest outside the Valley now and other tech hotbeds is extraordinary. And so I think it's transformative, and I just think we're at the beginning of that wave. >> Great, great stuff, Grant Fondo. One final, final question cause it just popped in my head, is I get a lot of questions from some of my smart legal friends who are, you know, kind of in litigation, some are, you know, GCs and companies, some are at firms, CXOs at large enterprises. The number one question is get is, man, I got to pay attention to blockchain. What do I do? How do I find information? How should I attack learning and immersing myself into it? What advice would you give there? >> So a couple things. One is YouTube's got some great videos on just what is blockchain, what is digital currency? And I, you know, I sometimes check in on them, just to refresh my memory on them. So they're great. I also, we have a blog. So it's Digital Perspectives. So check out blogs that interest you. And those are great ways to do it. There's also meetups, like in Silicon Valley there's the Ethereum meetup. So there's a lot of opportunity to really get to know it. And those are the ways I recommend. You go to a couple of those Ethereum meetups, they're really interesting. >> Well we'll certainly have you back for checking in with us. And great to have you right down the street here from our Palo Alto office. Great firm, Goodwin, doing some great work. They have a whole department dedicated to blockchain and ICOs. This is the Cube's Conversation here in Palo Alto. I'm John Furrier. Thanks for watching. (bright music)