Gabriel Shapiro
2 min readJan 19, 2022

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This is the most question-begging and potentially misleading securities risk rating scheme I've seen in crypto, and I've seen them all. All token distribution methods (with one possible exception I'll mention below) should currently be rated as highly risky based on known SEC positions and lack of favorable court precedent.

Among other issues, your article completely misrepresents the SEC's official stance on airdrops, which does not limit airdrops to being securities issuances only if the tokens are intrinsically securities, but rather subjects them to an ordinary Howey analysis (covering not merely "tokens that are securities" but also any "transaction or scheme" which qualifies as an investment contract under Howey and involves the tokens.

It's one thing to provide a legal analysis and say or imply that the SEC's legal analysis is wrong. It's another thing to rate the risk of an SEC enforcement action based on your personal legal analysis that differs from the SEC's. It's misleading at best.

An additional problem is the manner in which you evaluate risk, which is based on past enforcement actions and how much $ they collected. You cannot infer the SEC's substantive positions or current enforcement policy from the size (on a percentage basis or otherwise) of the settlements. There are a multitude of factors driving settlements. This style of legal risk rating is akin to divination via chicken entrails.

The article has many other issues as well (failure to classify liquidity mining into one of your buckets despite it being the most common distribution method currently, failure to define airdrop and whether it includes or excludes liquidity mining, etc.). Suggest you rethink all of this and take this down in the meantime so people are not mislead.

As for whether such a risk rating is even possible to do on a reasonable basis: The one token distribution method that I think maybe deserves some endorsement as lower risk from a securities perspective is the "fair launch", which ironically is also now one of the worst structures for "investor protection" and thus rarely used anymore.

As for lockdrop + LBP, I think you likely misunderstood it as it is not a fundraising mechanism for a development company and is not comparable to ICOs. Instead, it's an attempt to get closer to a fair launch logic while solving the market structure problems that make fair launches typically cause harm to the most vulnerable participants in the current easy-money environment.

At a minimum, analysis of a lockdrop structure has to be done in comparison to liquidity mining generally, as lockdrop is simply liquidity mining for a committed term.

At a minimum, analysis of an LBP structure where IT IS AIRDROP RECIPIENTS AND MINERS who are doing the LBPing FOR THEIR OWN PROFIT has to be done in comparison to current situation where these same recipients immediately turn around and LP in constant product pools.

ICOs (which are 2017 risk-capital-raising efforts to fund future development) are not analogous to lockdrop + LBP. Lockdrop + LBP is much more analogous to 2020 liquidity mining distribution schemes with just a few tweaks that actually reduce the risk for most the vulnerable types of participants.

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