In Tomahawkcoin ICO Case, SEC Sees an Unregistered Security
According to the SEC, the TOM tokens were an unregistered security since they presented "a transferable share or option on a security."
August 14, 2018 at 02:42 PM
3 minute read
The U.S. Securities and Exchange Commission on Tuesday obtained an order barring the founder of the company behind the Tomahawkcoin initial coin offering from being an officer or director in any registered company or participating in any penny stock offerings.
According to the SEC, David T. Laurance attempted to raise money through the sale of the blockchain-based digital token nicknamed TOM to fund Tomahawk Exploration LLC, an oil-and-gas company focused on exploration and drilling in Kern County, California. The SEC claimed that Tomahawk's promotional material used inflated oil production estimates that were contradicted by internal projections, and the company misleadingly suggested that it had leases for drilling sites.
The SEC also claimed that the promotional materially falsely said that Laurance had a “flawless background,” as he had a prior securities-related criminal conviction and personal bankruptcies.
The ICO, which sought to raise $5 million, failed to raise any money. But 80,000 TOM tokens were issued as part of a “bounty program” for people who provided online promotional services such as requesting cryptocurrency exchanges to list Tomahawkcoin or promoting the ICO via social media. Notably to the SEC, the TOM promotional material represented that would have the option to transfer their tokens for Tomahawk Exploration shares at some future date. According to the SEC's order, the TOM tokens where an unregistered security since they presented “a transferable share or option on a security.”
“Tomahawk's issuance of tokens under the bounty program constituted an offer and sale of securities because the company provided TOM to investors in exchange for services designed to advance Tomahawk's economic interests and foster a trading market for its securities,” the order said.
In a statement announcing the consent order, Robert Cohen, chief of the SEC's cyber unit, said that investors should look out for “old-school frauds, like oil and gas schemes, masquerading as innovative blockchain-based ICOs.”
Reached by phone Tuesday, Laurance, a 76-year-old who goes by the name Tom, said that he hadn't seen the order yet, but that the person he had been working with on the ICO had assured him that it would only be promoted to qualified investors. “This was not supposed to be for John Q. Public,” Laurance said. “I did not realize he had opened it up to the public.”
Laurance said he thought he got “swept up in this thing” due to his prior record.
“Look before you leap, I guess,” said Laurance, who also consented to a $30,000 civil penalty as part of Tuesday's order.
The SEC's investigation was handled by attorneys Victor Hong, Justin Lichterman and Serafima Krikunova in the San Francisco Regional Office, with assistance from Joseph Dugan of the Fort Worth Regional Office. The case was supervised by Cohen and Steven Buchholz of the SEC's Cyber Unit.
Laurance was unrepresented in the matter. “I didn't think I needed counsel, but I was mistaken,” he said.
Read the consent order here:
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2025 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View AllBill Would Allow Californians to Sue Big Oil for Climate-Linked Wildfires, Floods
3 minute readNo Two Wildfires Alike: Lawyers Take Different Legal Strategies in California
5 minute readHolland & Knight Hires Former Davis Wright Tremaine Managing Partner in Seattle
3 minute readExxonMobil Sues California AG Bonta, Environmental Groups for Advanced Recycling 'Smear Campaign'
Trending Stories
- 1Big Law Partner Co-Launches Startup Aiming to Transform Fund Formation Process
- 2How the Court of Public Opinion Should Factor Into Litigation Strategy
- 3Debevoise Lures Another SDNY Alum, Adding Criminal Division Chief
- 4Cooley Promotes NY Office Leader to Global Litigation Department Chair
- 5What Happens When Lateral Partners’ Guaranteed Compensation Ends?
Who Got The Work
J. Brugh Lower of Gibbons has entered an appearance for industrial equipment supplier Devco Corporation in a pending trademark infringement lawsuit. The suit, accusing the defendant of selling knock-off Graco products, was filed Dec. 18 in New Jersey District Court by Rivkin Radler on behalf of Graco Inc. and Graco Minnesota. The case, assigned to U.S. District Judge Zahid N. Quraishi, is 3:24-cv-11294, Graco Inc. et al v. Devco Corporation.
Who Got The Work
Rebecca Maller-Stein and Kent A. Yalowitz of Arnold & Porter Kaye Scholer have entered their appearances for Hanaco Venture Capital and its executives, Lior Prosor and David Frankel, in a pending securities lawsuit. The action, filed on Dec. 24 in New York Southern District Court by Zell, Aron & Co. on behalf of Goldeneye Advisors, accuses the defendants of negligently and fraudulently managing the plaintiff's $1 million investment. The case, assigned to U.S. District Judge Vernon S. Broderick, is 1:24-cv-09918, Goldeneye Advisors, LLC v. Hanaco Venture Capital, Ltd. et al.
Who Got The Work
Attorneys from A&O Shearman has stepped in as defense counsel for Toronto-Dominion Bank and other defendants in a pending securities class action. The suit, filed Dec. 11 in New York Southern District Court by Bleichmar Fonti & Auld, accuses the defendants of concealing the bank's 'pervasive' deficiencies in regards to its compliance with the Bank Secrecy Act and the quality of its anti-money laundering controls. The case, assigned to U.S. District Judge Arun Subramanian, is 1:24-cv-09445, Gonzalez v. The Toronto-Dominion Bank et al.
Who Got The Work
Crown Castle International, a Pennsylvania company providing shared communications infrastructure, has turned to Luke D. Wolf of Gordon Rees Scully Mansukhani to fend off a pending breach-of-contract lawsuit. The court action, filed Nov. 25 in Michigan Eastern District Court by Hooper Hathaway PC on behalf of The Town Residences LLC, accuses Crown Castle of failing to transfer approximately $30,000 in utility payments from T-Mobile in breach of a roof-top lease and assignment agreement. The case, assigned to U.S. District Judge Susan K. Declercq, is 2:24-cv-13131, The Town Residences LLC v. T-Mobile US, Inc. et al.
Who Got The Work
Wilfred P. Coronato and Daniel M. Schwartz of McCarter & English have stepped in as defense counsel to Electrolux Home Products Inc. in a pending product liability lawsuit. The court action, filed Nov. 26 in New York Eastern District Court by Poulos Lopiccolo PC and Nagel Rice LLP on behalf of David Stern, alleges that the defendant's refrigerators’ drawers and shelving repeatedly break and fall apart within months after purchase. The case, assigned to U.S. District Judge Joan M. Azrack, is 2:24-cv-08204, Stern v. Electrolux Home Products, Inc.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250