Companies can expect no new guidance from the Securities and Exchange Commission anytime soon on digital currencies, but they can expect its enforcement arm to act if it sees indications of fraud.
The SEC obtained an emergency asset freeze to halt what it identified as an initial coin offering fraud, which raised up to $15 million from thousands of investors since August promising 13-fold profit on the sale of a security called “PlexCoin.” The SEC filed charges PlexCorps, Dominic Lacroix, and Sabrina Paradis-Royer, claiming the offering was a scam.
The action is the first by the SEC’s newly formed Cyber Unit, established to get on top of swift technological developments establishing new electronic trading platforms. Distributed ledger technology, or blockchain, is akin to a globally accessible spreadsheet — so new that companies haven’t yet operationalized it, nor have regulators contemplated rules or guidance to govern it, yet hackers are already there.
As the SEC made the charges public, SEC Chairman Jay Clayton said at a national accounting conference he expects the securities law to prevail over such online offerings. “You get to being a security pretty darned quickly,” he said. “You’re asking people for their money with the prospect of increasing value.” There’s no difference between that and issuing stock, he said. “The responsibility for knowing your customer with bitcoin is the same as it is for cash.”
Clayton and SEC staff members fielded numerous questions on whether the SEC needs to issue new rules or guidance to govern transactions in cutting-edge digital currencies and trading platforms, but they made it clear no such guidance is in development.
“We have a pretty long-standing body of law,” said Clatyon, referring to existing securities laws.
Wes Bricker, chief accountant at the SEC, said the staff and the commission are always thinking about where guidance may need to change, but for now, “we think there’s sufficient existing guidance.” The area will continue to be monitored closely, he said.
In a written statement, Bricker’s office acknowledged companies and auditors may be developing questions over how they should prepare and audit financial statements within a new realm of technology. It’s a matter of sticking to the longstanding fundamentals, the statement says.
Maintain appropriate books and records, whether using blockchain or not. Consider what any digital currency represents in the way of an obligation or asset in financial statements, and record it accordingly. Auditors, likewise, should assess the application of the financial reporting framework used by the preparer and plan their audits accordingly.
“Digital ledger technology, while on the one hand exciting to think about with respect to its possibilities for financial recordkeeping, does not alter this fundamental responsibility,” the statement says.