lbry-sec/faq.md

# Case Guide and FAQ

## Summary

The Securities and Exchange Commission has filed a complaint against LBRY Inc alleging that all
distributions of LBRY Credits by LBRY Inc are unregistered securities offerings. This claim is both
devoid of fact and a tremendous threat to the entire cryptocurrency industry.

The LBRY network is decentralized and not at risk. For users of the LBRY protocol and apps, your
channels, content, and token holdings are not at risk. Even in an unlikely scenario in which LBRY
Inc loses, the LBRY protocol will live on and work on it will continue.

LBRY Inc has been preparing to fight this case for three full years, which is how long the SEC has
been investigating this matter. We wanted to tell you sooner, but transparency in ongoing
investigations is not welcomed by the SEC.

## Frequently Asked Questions

### Are my LBRY Credits safe?

Yes, all of your Credits remain yours and remain usable even after the SEC’s complaint is filed and
regardless of the outcome.

If you want to ensure you have complete control over your Credits, channels, and content,
download [LBRY Desktop](https://lbry.com/get).

### Is the LBRY network in danger?

The LBRY network is robust and decentralized, and far harder to disrupt than LBRY Inc. Hundreds of
people across six continents contributed to LBRY last year (c’mon Antarctica!). Even in the scenario
that LBRY Inc is literally destroyed by the SEC as a result of this lawsuit, the LBRY project will
continue.

### What are the specific charges?

Simply put, the SEC believes that the LBRY Credits are securities and should have been registered
with the SEC prior to selling. This case is about overregulation. The SEC is not
alleging fraud and is not charging any individuals.

However, the SEC believes that, at a minimum, the following transactions were unregistered
securities offerings:

- $10,000 worth of Credit sales to Shapeshift in July of 2016 to facilitate distribution to their
  users.
- Several hundred thousand dollars worth of Credit sales to Flipside Crypto in 2017 and 2018,
  despite Flipside explicitly saying they’re for use on the network.
- Several million dollars worth of Credit sales on exchanges, over a period of several years, only
  after the LBRY protocol was completely functional and had been in use for over a year, and always a small portion of private sales.

At times, the SEC has made representations that even tipping $.25 worth of Credits for a clever GIF
is an unregistered security transaction that must be registered and tracked. However, it’s unclear
at this time if the SEC will continue to make this allegation in court.

A full table of sales is available in Appendix A. All of our Credit use has been diligently tracked
at [lbry.com/credit-reports](https://lbry.com/credit-reports).

### What defenses will LBRY Inc assert to defeat the lawsuit?

We do not believe that the LBRY token is a security subject to SEC regulation. The LBRY Credit is a
commodity that facilitates the LBRY protocol which thereby allows individuals to publish content,
purchase content, tip creators, and boost content on the decentralized LBRY protocol.

The SEC claims that the LBRY Credits lack sufficient utility and are not purchased for reasons of
usage, which contradicts the facts and history of experience on the LBRY platform. The SEC’s
position is that if something has value and someone buys it and the market sets the price, then it’s
an investment contract and hence a security.

### Has anyone alleged harm or damages?

Despite LBRY being used by millions of people, to our knowledge, not a single person has alleged
harm or damage as a result of purchasing LBRY Credits.

### Who is LBRY Inc represented by?

LBRY has hired one of the best law firms in the blockchain space -- [Perkins Coie](https://www.perkinscoie.com/en/). 
Keith Miller and Adam Schuman will represent us at trial. Keith is a former SEC enforcement
lawyer, and Adam is a former federal prosecutor. Keith and Adam have been named by *Business Insider*
as two of the top 20 cryptocurrency lawyers in the country.

### What’s the timeline?

LBRY Inc has been under investigation for three years, since May of 2018.

The SEC repeatedly requested documents from LBRY Inc at times doing so in overbearing and costly
ways that could jeopardize the survival of LBRY Inc If it’s true that LBRY Inc violated the law in
the ways the SEC alleges, all of the relevant facts were clearly known to the SEC by the fall of
2018. We’re glad to finally be getting through this painful process and finally to be allowed to
express our positions to the public and in Court.

The trial will likely not be resolved in 2021.

### What’s the cost been to LBRY Inc?

LBRY Inc has spent more than $1,000,000 on legal fees and several thousand hours of team member
time (a similar or greater value) on this case. This has been a substantial burden to bear as a
small start-up and is extremely chilling to an innovative industry. If it takes several million
dollars in legal fees just to begin, blockchain becomes much less accessible.

### Why is this case unusual compared to other cases the SEC has brought?

There are several facts about this case that are unusual to past cases:

- The SEC is not alleging fraud.
- LBRY Inc conducted no Initial Coin Offering (ICO).
- LBRY Inc did not breach any fiduciary duties.
- LBRY Inc at no time indicated that LBRY Credits were an investment, and consistently discouraged
  purchasing Credits for this purpose.
- LBRY Inc did not sell any tokens until after they could be used on a functional network, a
  previously stated key element by the SEC in how they assess token transactions.

### Did LBRY Inc make an attempt to settle?

Yes. The SEC declined to offer any terms that would have made it viable for U.S. citizens to
exchange tokens or to allow LBRY Inc to continue to operate. We were willing to give them a pound of
flesh, but they were only interested in our head.

### Did LBRY Inc ask how to operate legally?

We repeatedly asked the SEC for guidance on how it would be possible to run the company legally. The
SEC said that they could not tell us how to operate legally, but could only tell us that we were
breaking the law.

### What are the implications for the blockchain and tech industry?

The implications of this case are extremely dire for the blockchain and technology industry in the
United States. The SEC is alleging that any entity that transfers a blockchain token while
simultaneously working or funding work on it is performing a security offering. Under that standard,
every blockchain technology that is actively developed faces existential threat, so long as that
development is either funded by a token holder, even if indirectly, or if the developers themselves hold the token.

This case is also chilling for the start-up scene in the United States more generally. We’ve acted
in extremely good-faith, attempted to follow all the rules, and complied with the SEC at every turn.
We would be hesitant to start another company in the United States in any cutting-edge field, as
cutting-edge fields frequently have unclear regulations.

### Why are they charging LBRY Inc when there are many other companies with worse facts, or that are outright frauds and scams?

We would love to know the actual answer to this question. Our best guess is that by acting in such a
radically transparent manner, we made ourselves an easy target. We fear that the SEC is more intent
on rigid and overly strict enforcement of their interpretation of the rules, than seeking to find
constructive solutions that promote innovation and business within a reasonable regulatory
framework.

Consider an apathetic enforcer whose job review is simply “how many enforcements did you produce”. Are they more incentivized to go after what is at-hand, or what is actually wrong?

### Will LBRY Credit distribution, rewards program, or anything else change as a result of this case?

At this time, we do not expect any of these programs to change. Some exchanges may choose to no
longer allow U.S. customers to exchange LBRY Credits. We do not expect any other changes until the
case is resolved.

### Where can I view the full complaint?

This section will be updated with a link once it’s been made public.

### How can I schedule an interview or request a quote?

Email [press@lbry.com](mailto:press@lbry.com).

### How can I support LBRY Inc in this case?

- [Share this story](/#share) on social media, in your own words, using the tag #helplbrysavecrypto.
  Or you can just share a link to [helplbrysavecrypto.com](https://helplbrysavecrypto.com/).
- Sign the [petition](/#petition).
- [Donate](/#donate) to our defense fund.
- If you’re involved in one of the hundreds of other blockchain companies being investigated by the
  SEC, tell your story. **The SEC doesn’t want you to talk because your silence helps them.**
  By talking, we can coordinate our response. Until one of us wins, we’ll continue to be
  digested, bit by bit.

### How can I stay up-to-date on this case?

- Follow #helplbrysavecrypto on social media and [@lbrycom](https://twitter.com/lbrycom) on twitter.
- Updates will be posted to the [@lbry](https://odysee.com/@lbry) channel on LBRY.
- Subscribe for updates below 👇