052 – Is it a bird? Is it a plane? Is it a utility? A security? With Marc Boiron – ICO attorney



If it walks like a duck and quacks like a duck, then according to the SEC it’s a duck. Or, more likely, your so-called utility token is more likely a security.

If you don’t know the difference between a security token and a utility token, you should listen to this episode.

Even if you think you do, you should listen anyway.

In this episode I interview Marc Boiron – ICO and blockchain attorney at Rutan and Tucker in Orange County.

Marc has leveraged his strong corporate and securities law background and his near obsession with blockchain technology to build a practice advising blockchain companies on a breadth of issues, including ICOs, smart contracts, and cryptocurrency laws.

Because, after all, nobody looks good in orange…

1:10 – Marc’s background and focusing his law practice on blockchain technology.

2:22 – Why Delaware is often sought for business incorporation.

3:47 – How Delaware approached the way blockchain relates to the law.

6:07 – Some issues regulators are facing with ICOs so far.

9:23 – How this affects startups, why Delaware is so much the focus of discussions like this and why companies are going offshore to avoid ICO regulations.

13:23 – Looking at the example of Tezos and what it means for the velocity of change in this industry.

15:41 – Points of reference for the scale of cryptocurrency and what kinds of firms Marc sees getting involved with blockchain and cryptocurrencies.

18:00 – How the ICO/TGE markets are maturing and becoming increasingly global.

20:26 – The process that established US companies have to take in order to be seen as an offshore entity and some of the associated costs with ICOs.

26:24 – Where Marc sees the big issues coming from and what he expects to be working on in 12 months.

30:18 – The two-step process for ICOs with startups.

31:21 – How doing a token presale to the public can work.

32:20 – Comparing tokens to a normal regulation D offering and how that could split the capital raising world.

33:51 – The potential for one big, global market for cryptocurrencies compared to all the separate markets that are currently active.

35:41 – Marc’s view of the future of cryptocurrencies in places like the US.

37:23 – The explosion of change in Marc’s field.

39:43 – The questionnaire.

43:38 – Getting in touch with Marc and learning about what he’s up to.

Resources and Links Mentioned:



Regulation D

Regulation A



Smart Contracts

Howey Test


Tim Draper

Marc’s blog – Blockchains 360

Email Marc at mboiron@rutan.com or call at 714-338-1861