December 23, 2024

SEC-OGC OPINION NO. 24-44

RE: BITCOIN

Disini & Disini Law Office

2nd Floor Philippine Social Science Center,
Commonwealth Avenue, Diliman,
Quezon City 1101, Philippines

Attention: Atty. Jesus M. Disini, Jr.

Dear Atty. Disini :

This refers to your letter, 1 requesting, on behalf of your client, Bonetto Ventures, Inc., ("BVI"), the
Commission's opinion on whether or not Bitcoin can be considered a security as defined under the
Securities Regulation Code ("SRC") and whether or not BVI is engaged in the purchase and sale of
securities, specifically derivatives. ATICcS

As stated in your letter, BVI is a domestic corporation with the primary purpose of providing an
online platform to facilitate the purchase and sale, on a wholesale basis, of goods such as, but not limited,
to Bitcoin.
You likewise stated that BVI operates a website wherein customers may use the services offered by
it, which include, but are not limited to, the following:
1. Exchanging Philippine Pesos with Bitcoin (buying Bitcoin);
2. Exchanging Bitcoin with Philippine Pesos (selling Bitcoin);
3. Transferring Bitcoin from a BTCExchange account to a Bitcoin address provided by the user;
4. Crediting the Bitcoin amounts transferred to the unique Bitcoin deposit address provided to a
User in a User's BTCExchange account; and
5. Storing and safekeeping the funds in one's BTCExchange account.
You further expressed that BVI's business essentially involves receiving the money of its clients,
which may be denominated in Philippine Peso or Bitcoin, which amounts are stored in the client's account.
You stated that Bitcoin is a virtual currency that is used as a medium of exchange that is
electronically created and stored, and lacks the backing of a government authority, central bank, or a
commodity. However, it can be used to purchase goods and services from any person or business that will
accept it as a form of payment despite it not having the status of legal tender as no person is legally
obligated to accept a virtual currency. You further stated that Bitcoin uses a payment network that is peer-
to-peer and thus does not need an intermediary. Instead, all transactions between users of Bitcoin are
recorded on a distributed ledger and settlement system called the blockchain. ETHIDa

Furthermore, you averred that like most jurisdictions, there are no existing procedures in
government agencies regarding the regulation of virtual currencies like Bitcoin. However, you noted that
this has not stopped Bitcoin from being exchanged in the Philippines and that the Philippine government
has even allowed the registration and operation of Bitcoin-related businesses.
You posit that bitcoin is a security for the following reasons. The first criterion for the existence of a
security, i.e., that it must be a share, participation or interest in a corporation or in a commercial enterprise
or profit-making venture, is satisfied because one bitcoin represents an interest in a block chain which will
produce a limited number of bitcoins, and ownership of this interest may be considered a profit-making
venture like stocks or investment contracts. Secondly, the other criterion of a security, i.e., that it is
evidenced by a certificate, contract, or instrument, is likewise satisfied as the wallet evidences the value of
a bitcoin owned by a specific account holder and records the ownership thereof, and may be likened to a
certificate of ownership of shares of stock.
You also argue that, based on the SRC's definition of derivatives, bitcoin may be considered a
derivative because no money or bitcoin is really transferred, and what is actually traded is an
instrument/contract representing rights over a bitcoin. The instrument's value is dependent on the
CD Technologies Asia, Inc. 2025 [Link]
 price/rate of Bitcoin and is settled on a future date when a client prompts BVI of his interest in withdrawing
his intended amount/account value.
Hence, your queries, which are summarized as follows:
1. Can Bitcoin be considered "Securities" under the SRC?; and
2. Is BVI engaged in the purchase and sale of securities, specifically derivatives?
I. First Query.
A. Cryptocurrency in General.
Firstly, it must be stressed that in the Philippines, cryptocurrency is neither definitively defined by
statute nor by jurisprudence.
However, the Bangko Sentral ng Pilipinas ("BSP") issued Circular No. 944, Series of 2017, which
provides guidelines for virtual currency ("VC") exchanges and incorporated the regulation of VCs in the
Manual of Regulations for Non-Bank Financial Institutions ("MORNBFI"). In the circular, the BSP defines
VC as any type of digital unit that is used as a medium of exchange or a form of digitally stored value
created by agreement:
Section 1. Section 4152N.2 Definition of terms:
The terms as used in this Section shall be defined, as follows:
a. VC refers to any type of digital unit that is used as a medium of exchange or form of digitally
stored value created by agreement within the community of VC users. VCs are not issued nor
guaranteed by any jurisdiction and do not have legal tender status. VCs shall be broadly
construed to include digital units of exchange that (1) have a centralized repository or
administrator; (2) are decentralized and have no centralized repository or administrator; or (3)
may be created or obtained by computing or manufacturing effort. In shall not be construed to
include e-money as defined under Sec. X780 of the Manual of Regulations for Banks, digital
units used solely within online gaming platforms and are not convertible to fiat currency or real-
world goods or services and limited to transactions involving a defined merchant such as
rewards programs; x x x
The BSP also recognizes that a VC is a type of digital currency created by a community of online
users, which are then stored in electronic wallets. It can also be transferred within its community and may
be used to buy virtual items or real goods from online shops willing to receive the VCs as payment. It can
also be exchanged to and from actual cash through the community. 2 TIADCc

In this connection, in a report 3 published by it, the Financial Action Task Force ("FATF") defines VC
as a digital representation of value that can be digitally traded and functions as a medium of exchange,
unit of account, and/or a store of value but does not have the status of legal tender. It may be used for
facilitating micro-payments, facilitating international remittances, and supporting financial inclusion. 4
It is worthy to note that cryptocurrency is a type of VC that uses cryptography, which allows
transactions to be carried out in a decentralized manner by its users. 5 To put it simply, cryptocurrencies
depend on cryptography to verify and secure transactions and to manage the creation of new units. 6 They
are not backed by any financial institution and are not liabilities of any particular entity. 7 Instead, they rely
on traditional backers and underwriters with a centralized ledger. Therefore, there is decentralization and
the information is open to any market participant. 8
In order to operate without the need for intermediaries such as banks, cryptocurrencies use
blockchain technology in order to monitor transactions. 9 The blockchain itself serves as a record of
information where network participants may verify transactions by their peers and whenever an asset
holder transacts on the blockchain, it proposes an amendment to the ledger and the network verifies if the
transaction is legitimate. 10
The first and most popular cryptocurrency to date is Bitcoin, which was introduced in 2009. cSEDTC

The Commodities Futures Trading Commission ("CFTC") of the United States ("US") defines Bitcoin
as a convertible VC. 11 Being convertible, it may also be used as a form of payment for those that will
accept it as tender as well as an asset. 12
B. Securities as defined under the SRC.
The definition of securities in the Philippines is provided under Section 3.1 of the SRC, to wit:
SEC. 3. Definition of Terms. —
3.1. "Securities" are shares, participation or interests in a corporation or in a commercial
CD Technologies Asia, Inc. 2025 [Link]
 enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether
written or electronic in character. It includes:
a) Shares of stock, bonds, debentures, notes, evidences of indebtedness, asset-backed
securities;
b) Investment contracts, certificates of interest or participation in a profit-sharing
agreement, certificates of deposit for a future subscription;
c) Fractional undivided interests in oil, gas, or other mineral rights;
d) Derivatives like option and warrants;
e) Certificates of assignments, certificates of participation, trust certificates, voting trust
certificates or similar instruments;
f) Proprietary or nonproprietary membership certificates in corporations; and
g) Other instruments as may in the future be determined by the Commission.
In the formulation of the SRC, the Legislature saw it fit to adopt the Securities Act of the U.S. Thus,
when there is confusion as to the interpretation thereof, guidance may be sought with the cases decided
by the courts in the U.S. This is consistent with the rule that when laws are adopted from other
jurisdictions, the rulings construing those laws are accorded great weight, viz.:
We have previously stated that in case of laws patterned after or adopted from those of the
United States, decisions of United States courts construing similar laws are entitled to great weight
Generally speaking, when a statute has been adopted from another State and such statute has
previously been construed by the courts of such State or country, this statute is deemed to have
been adopted with the construction so given it. 13 AIDSTE

Hence, when there is an issue as to whether certain products or schemes are securities, SEC v.
Howey Co. 14 is often used as the parameter, thus:
The term "investment contract" is undefined by the Securities Act or by relevant legislative
reports. But the term was common in many state "blue sky" laws in existence prior to the adoption
of the federal statute, and, although the term was also undefined by the state laws, it had been
broadly construed by state courts so as to afford the investing public a full measure of protection.
Form was disregarded for substance, and emphasis was placed upon economic reality. An
investment contract thus came to mean a contract or scheme for "the placing of capital or laying out
of money in a way intended to secure income or profit from its employment." State v. Gopher Tire &
Rubber Co., 146 Minn. 52, 56, 177 N.W. 937, 938. This definition was uniformly applied by state
courts to a variety of situations where individuals were led to invest money in a common enterprise
with the expectation that they would earn a profit solely through the efforts of the promoter or of
some one other than themselves.
By including an investment contract within the scope of § 2(1) of the Securities Act,
Congress was using a term the meaning of which had been crystalized by this prior judicial
interpretation. It is therefore reasonable to attach that meaning to the term as used by Congress,
especially since such a definition is consistent with the statutory aims. In other words, an
investment contract, for purposes of the Securities Act, means a contract, transaction or
scheme whereby a person invests his money in a common enterprise and is led to expect
profits solely from the efforts of the promoter or a third party, it being immaterial whether the
shares in the enterprise are evidenced by formal certificates or by nominal interests in the
physical assets employed in the enterprise. Such a definition necessarily underlies this Court's
decision in SEC v. Joiner Corp., 320 U.S. 344, and has been enunciated and applied many times
by lower federal courts. It permits the fulfillment of the statutory purpose of compelling full and fair
disclosure relative to the issuance of "the many types of instruments that, in our commercial world,
fall within the ordinary concept of a security." [Link]. No. 85, 73rd Cong., 1st Sess., p. 11. It
embodies a flexible, rather than a static, principle, one that is capable of adaptation to meet the
countless and variable schemes devised by those who seek the use of the money of others on the
promise of profits. 15
In summary, to determine that the transaction, contract, or scheme is within the scope of an
investment contract, the following must be satisfied: (1) there is an investment of money, (2) in a common
enterprise, (3) with the expectation of profits, and (4) that the profits are to be derived solely or primarily
from the efforts of others.
The afore-cited case eventually found itself adopted and modified by the Philippine Supreme Court
in the case of Power Homes Unlimited Corp. v. Securities and Exchange Commission , 16 to wit:
CD Technologies Asia, Inc. 2025 [Link]
 Although the proponents must establish all four elements, the US Supreme Court stressed
that the Howey Test "embodies a flexible rather than a static principle, one that is capable of
adaptation to meet the countless and variable schemes devised by those who seek the use of the
money of others on the promise of profits." Needless to state, any investment contract covered by
the Howey Test must be registered under the Securities Act, regardless of whether its issuer was
engaged in fraudulent practices. SDAaTC

After Howey came the 1973 US case of SEC v. Glenn W. Turner Enterprises, Inc., et al. In
this case, the 9th Circuit of the US Court of Appeals ruled that the element that profits must come
"solely" from the efforts of others should not be given a strict interpretation. It held that a literal
reading of the requirement "solely" would lead to unrealistic results. It reasoned out that its flexible
reading is in accord with the statutory policy of affording broad protection to the public. Our R.A. No.
8799 appears to follow this flexible concept for it defines an investment contract as a contract,
transaction or scheme (collectively "contract") whereby a person invests his money in a common
enterprise and is led to expect profits not solely but primarily from the efforts of others. Thus,
to be a security subject to regulation by the SEC, an investment contract in our jurisdiction must be
proved to be: (1) an investment of money, (2) in a common enterprise, (3) with expectation of
profits, (4) primarily from efforts of others.
On 25 July 2017, the US Securities and Exchange Commission ("US SEC"), in its DAO Report,
applied the Howey Test and concluded that the DAO Tokens issued by the Decentralized Autonomous
Organization ("DAO") can be considered as investment contracts and are securities subject to its
jurisdiction. 17 The report concluded that the DAO Tokens enabled the holders to vote in the management
of the enterprise and receive rewards which are considered as dividends and characteristic of stock. Still,
the US SEC ruled that whether or not a particular transaction involves the offer and sale of a
security — regardless of the terminology used — will depend on the facts and circumstances,
including the economic realities of the transaction.
The DAO Report is consistent with the US case of Securities and Exchange Commission v. Ripple
Labs, Inc., 18 which discussed that in the application of the Howey Test, form should be disregarded for
substance and emphasis must be made on economic reality and the totality of the factual circumstances
surrounding the transaction itself, citing the case of Glen-Arden Commodities, Inc. v. Constantino, 19 thus:
To prevail, the SEC will need to show that XRP is an investment contract under the Howey
test. See S.E.C. v. W.J. Howey Co., 328 U.S. 293, 298-99 (1946) (holding that an "investment
contract . . . means a contract, transaction or scheme whereby a person invests his money in a
common enterprise and is led to expect profits solely from the efforts of a promoter or a third party .
. ."); S.E.C. v. Aqua-Sonic Products Corp., 687 F.2d 577, 582 (2d Cir. 1982) (finding that the
Supreme Court had moved away from a literal interpretation of "solely" in the Howey test,
and toward an economic realities and totality of the circumstances view of the alleged
scheme); Glen-Arden Commodities, Inc. v. Costantino, 493 F.2d 1027, 1034 (2d Cir. 1974) ("The
question therefore becomes whether . . . in light of the economic reality and the totality of
circumstances . . . the customers were making an investment . . .") 20 AaCTcI

Thus, in its Framework for "Investment Contract" Analysis of Digital Assets , 21 the Hub for
Innovation of Financial Technologies ("Finhub") of the US SEC provided its views in analyzing whether a
digital asset, which includes bitcoin, satisfies the Howey Test.
Here, the Finhub emphasized that in inquiring whether a digital asset is offered or sold as an
investment contract, the economic reality must be considered. Therefore, it is necessary to inquire on the
transaction and manner in which the digital asset is offered and sold. 22
Finhub further highlighted that the main issue in analyzing whether a digital asset is a security is
whether a person has a reasonable expectation of profit derived from the efforts of others.
Relative thereto, in inquiring if the purchaser of a digital asset expects to rely on the efforts of
another (which FinHub calls 'active participant'), it must be considered whether those efforts are significant
as opposed to ministerial ones. The strong presence of the following instances indicates a purchaser's
reliance on efforts of others: the active participant performs tasks necessary for the network or asset to
achieve or retain its intended purpose; there is a creation or support by the active participant for a market
or the price of the digital asset; the active participant plays a lead role in deciding governance issues, code
updates, or how third parties participate in the validation of transactions on the digital asset; the active
participant has a continuing managerial role in making decisions concerning the network or the rights the
digital asset represents as opposed to those tasks being performed by unaffiliated and dispersed
community of network users; and the active participant retains a stake or interest in the digital asset, or his
commission is tied to the price of the digital asset in the secondary market, or he owns or controls
CD Technologies Asia, Inc. 2025 [Link]
 ownership of intellectual property rights of the network or digital asset. 23
On evaluating if there is a reasonable expectation of profit, the Finhub gave circumstances where it
may be said that there is a reasonable expectation of profit, namely: the digital asset gives the holder rights
to share in the enterprise's income or profit or to realize gain from capital appreciation of the asset; the
digital asset is traded on or through a secondary market, or is expected to be in the future; there is little
apparent correlation between the price of the digital asset and the market price of the particular goods or
services that can be acquired in exchange for the digital asset; there is little apparent correlation between
quantities the digital asset typically trades in and the amount of the goods or services a typical consumer
would purchase for use or consumption; the digital asset is offered broadly to potential purchasers as
compared to being targeted to expected users of the good or services; the digital asset is marketed using
the expertise of the active participant to grow the value of the network, or in terms that indicate it is an
investment, or wherein the key selling feature is the marketability or profitability of the asset; the active
participant is able to benefit from its efforts as a result of holding the digital assets; and the active
participant expends funds to enhance the functionality or value of the digital asset. 24
It is important to note that the FinHub clarified that the factors it provided in determining whether a
digital asset is an investment contract is not exhaustive and that no single factor is determinative. 25 acEHCD

From the foregoing, depending on certain circumstances, Bitcoin may be considered an investment
contract, hence, a security.
That said, Bitcoin per se does not bear the indicia of shares of stock because it does not necessarily
carry with it the rights accorded a person owning a share in a corporation, i.e., right to vote, right to receive
dividends, and the right to receive the assets of the corporation in liquidation, as provided under the
Revised Corporation Code ("RCC"). An interest in the blockchain does not necessarily entail these rights or
that there is a profit-making venture. Further, a Bitcoin wallet could not be akin to a stock certificate. Under
Section 62 of the RCC a stock certificate is defined, to wit:
SEC. 62. Certificate of Stock and Transfer of Shares. — The capital stock of
corporations shall be divided into shares for which certificates signed by the president or vice
president, countersigned by the secretary or assistant secretary, and sealed with the seal of the
corporation shall be issued in accordance with the bylaws. Shares of stock so issued are personal
property and may be transferred by delivery of the certificate or certificates indorsed by the owner,
his attorney in-fact, or any other person legally authorized to make the transfer. x x x
It is clear that the RCC requires that a stock certificate must be signed by the president or vice
president, which must also be countersigned by the secretary or assistant secretary, and issued in
accordance with the By-Laws of the corporation. The Supreme Court has ruled that a certificate is a
tangible evidence of ownership of stock. 26 Even a scripless security holder is assured of this tangibility as
he has the right under the law to demand a tangible certificate if he wishes to. Hence, absent the feature of
tangibility and the right thereto, the Bitcoin wallet is not akin to a stock certificate.
Considering the numerous factors to be considered on a case to case basis as above-mentioned,
the Commission cannot give a definitive answer due to the limited facts provided. EcTCAD

II. Second Query.

Under Section 3.1.9 of the Implementing Rules and Regulations of the SRC ("SRC-IRR"),
derivatives are defined as follows:
3.1.9. Derivative is a financial instrument whose value changes in response to changes
in a specified interest rate, security price, commodity price, foreign exchange rate, index of prices or
rates, credit rating or credit index, or similar variable or underlying factor. It is settled at a future
date. This term shall include, but not limited to the following:
[Link] Options or contracts that give the buyer the right, but not the
obligation, to buy or sell an underlying security at a predetermined price called the
exercise or strike price, on or before a predetermined date, called the expiry date; and
[Link]. Warrants or rights to subscribe or purchase new or existing shares
in a company on or before a predetermined date.
In other jurisdictions, there are several types of derivatives such as forward agreements, futures
contracts, options, swaps, commodities, etc. 27 Forwards and future contracts are similar in that an
agreement exists to buy or sell a specified quantity of asset at a specific price with delivery at a specified
date in the future. 28
In the US, derivatives are usually described or defined as a financial instrument whose value
depends on or is derived from the performance of a secondary source such as an underlying bond,
CD Technologies Asia, Inc. 2025 [Link]
 currency, or commodity or a financial instrument whose value depends on the value of other, more basic,
underlying variables. 29 To be classified as a derivative, the common characteristics are:
(1) they are agreements or contracts between two counter parties;
(2) the value of a derivatives contract stems primarily from the rights to which one is entitled,
and;
(3) the obligations one owes to one's contractual counterparty. 30

Other characteristics that derivatives may, but need not, possess, are deliverability and risk-hedging.
31

As previously mentioned, forward agreements and commodity futures contracts are types of
derivatives in other jurisdictions.
In the Philippines, the SRC-IRR defines commodities under Section 11.1.2, Rule 11, thereof:
Section 11.1.2. Commodity means any goods, articles, agricultural and mineral
products, services, rights and interests, financial instruments, foreign currencies including any group
or index of any of the foregoing in which commodity interest contracts are presently or in the future
dealt in. SDHTEC

Relative thereto is the Commodity Futures Contract as defined under Section 11.1.1 of the SRC-
IRR, viz.:
11.1.1. Commodity futures contracts means a contract providing for the making or taking
delivery at a prescribed [time] in the future of a specific quantity and quality of a commodity or the
cash value thereof, which is customarily offset prior to the delivery date, and includes standardized
contracts having the indicia of commodities futures, commodity options and commodity leverage, or
margin contracts.
A Commodity Futures Contract is generally standardized with respect to all terms save for the price
and must specify the underlying asset, amount of the asset to be exchanged, the place and month for the
delivery, and the price. 32 As such, there is also a need to have a comprehensive or fundamental
understanding of what the underlying asset is.
From the foregoing, a Bitcoin may be the subject of a derivative, particularly a Commodity Futures
Contract. However, to determine whether a Bitcoin is a derivative and what type of derivative it is, more
information is required which includes but is not limited to, the terms, maturity date, rate, the underlying
asset, etc.
Thus, considering the limited facts provided in the letter, we again cannot give a definitive ruling.
Nonetheless, please be reminded that under Section 11.2, Rule 11 of the SRC-IRR, the public
trading of commodity futures contracts and the Commission rules on futures trading shall remain
suspended until ordered otherwise by the Commission, without prejudice to the applicable rules and
regulations issued by the BSP on commodity futures contracts for entities under its jurisdiction.
On a final note, the Commission reserves the right, in its sole and absolute discretion, to change
and/or modify its stance on the matter should there be any future issuances or rules promulgated
regarding this subject matter.
It shall be understood that the foregoing opinion is rendered based solely on the facts,
circumstances and documents disclosed/submitted and relevant solely to the particular issue raised
therein. It shall not be used in the nature of a standing rule binding upon the Commission in other cases or
upon the courts whether of similar or dissimilar circumstances. 33 If, upon further inquiry or investigation, it
will be disclosed that the facts relied upon are different, this opinion shall be rendered void.

Very truly yours,

(SGD.) ROMUALD C. PADILLA

General Counsel

Footnotes
1. Dated 11 February 2016.
2. Frequently Asked Questions on Virtual Currencies. Bangko Sentral ng Pililipinas. Available at:
CD Technologies Asia, Inc. 2025 [Link]
 [Link]
3. FATF Report Virtual Currencies. Key Definitions and Potential AML/CFT Risks. June 2014. Available at:
[Link]
[Link].

4. Id. "Virtual currency is distinguished from fiat currency (a.k.a. "real currency," "real money," or "national
currency"), which is the coin and paper money of a country that is designated as its legal tender; circulates;
and is customarily used and accepted as a medium of exchange in the issuing country. It is distinct from e-
money, which is a digital representation of fiat currency used to electronically transfer value denominated in
fiat currency. E-money is a digital transfer mechanism for fiat currency — i.e., it electronically transfers value
that has legal tender status. Digital currency can mean a digital representation of either virtual currency
("non-fiat) or e-money (fiat) and thus is often used interchangeably with the term "virtual currency."

5. Id.

6. Harvard Law Journal. SEC, Framework for "Investment Contract" Analysis of Digital Assets. 123 Harv. L. Rev.
2418.
7. Lael Brainard, Governor, Bd. of Governors of the Fed. Reserve Sys., Cryptocurrencies, Digital Currencies, and
Distributed Ledger Technologies: What Are We Learning? (May 15, 2018),
[Link] [[Link]
CH5Q]. Last accessed November 16, 2024.

8. Supra, Note 6.
9. A blockchain is defined as a distributed ledger where every participant on a network has the same copy of a
record. Blockchain networks also are continually updated to reflect changes that occur. See What is
Blockchain Technology? A Step-by-Step Guide for Beginners, BLOCKGEEKS,
[Link]

10. Ryan Surujnath, Off The Chain! A Guide to Blockchain Derivatives Markets and the Implications on Systemic
Risk, 22 Fordham J. Corp. & Fin. L. 257 (2017). Available at:[Link]
See: The Promise of the Blockchain, ECONOMIST. (Oct. 31, 2015),
[Link]
11. Bitcoin Basics, an article published by the U.S. Commodity Futures Trading Commission, retrieved from
[Link]

12. Guidance For a Risk-Based Approach. Virtual Currencies, Financial Action Task Force. 2015. Available at:
[Link]
[Link].

13. Carolina Industries, Inc. v. CMS Stock Brokerage, Inc., G.R. No. L-46908, May 17, 1980.

14. 328 U.S. 293 (1946).

15. Emphasis and italics supplied.
16. G.R. No. 164182, February 26, 2008.
17. Report of Investigation Pursuant to Section 21 (a) of the Securities Exchange Act of 1934: The DAO (Release
No. 81207, 2017).

18. 20 Civ. 10832 (AT), (S.D.N.Y. Oct. 3, 2023).

19. 493 F.2d 1027, 1034 (2d Cir.1974). "x x x The Supreme Court has stated that the test whether a contract
constitutes an investment contract within the Securities Act is "what character the instrument is given in
commerce by the terms of the offer, the plan of distribution, and the economic inducements held out to the
prospect." SEC v. C. M. Joiner Leasing Corp., 320 U.S. 344, 352-353, 64 [Link]. 120, 124, 88 [Link]. 88 (1943)
[quoted approvingly in SEC v. United Benefit Life Insurance Co., 387 U.S. 202, 211, 87 [Link]. 1557, 18
[Link].2d 673 (1967)]."
20. Emphasis and italics supplied.
21. Securities and Exchange Commission, Framework for "Investment Contract" Analysis of Digital Assets,
available at: [Link]
contract-analysis-digital-assets.
CD Technologies Asia, Inc. 2025 [Link]
 22. Id.

23. Supra, Note 21.

24. Id.

25. Id.

26. Anna Teng v. SEC and Ting Ping Lay, G.R. No. 184332, February 17, 2016.

27. Supra, Note 10.

28. Chui, Michael. Derivatives Markets, Products, and Participants, in IFC BULLETIN NO. 35: DATA
REQUIREMENTS FOR MONITORING DERIVATIVE TRANSACTIONS 3, 4 (2012): Page 5. Available at:
[Link]
29. Timothy E. Lynch, Derivatives: A Twenty-First Century Understanding, 43 Loy. U. Chi. L. J. 1 (2011). Available
at: [Link]

30. Supra, Note 28.

31. Id.

32. Shadab, Houman B. Regulating Bitcoin and Block Chain Derivatives. Commodities Futures Trading
Commission. Available at:
[Link]
33. Paragraph 7, SEC Memorandum Circular No. 15, Series of 2003.

CD Technologies Asia, Inc. 2025 [Link]