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CBCL Certification - Module 6 of 8

Securities Law & Token Offerings

Master the securities law framework applicable to token offerings in India. Analyze SEBI Act provisions, understand token classification methodologies, apply the Howey Test in Indian context, and navigate ICO, STO, and NFT regulatory requirements for compliant token offerings.

7Learning Parts
50Quiz Questions
70%Pass Mark
8+Case Studies

Learning Objectives

Upon completion of this module, you will be able to:

1

Securities Law Framework Mastery

Understand SEBI Act, 1992 and SCRA, 1956 definitions of securities and their application to digital tokens and cryptocurrencies in India.

2

Token Classification Expertise

Apply systematic methodologies to classify tokens as utility, security, or payment tokens with corresponding regulatory implications.

3

Howey Test Application

Master the SEC v. W.J. Howey Co. test and its adaptation for token analysis, understanding how Indian regulators may apply similar principles.

4

ICO Legal Compliance

Navigate Initial Coin Offering legal issues including investor protection, prospectus requirements, and SEBI CIS Regulations applicability.

5

STO and AIF Structuring

Structure compliant Security Token Offerings using SEBI Alternative Investment Fund Regulations, 2012 framework.

6

Cross-Border Token Offering

Advise Indian entities on international token offerings, understanding extraterritorial application of securities laws.

Module Parts

Complete all 7 parts sequentially for comprehensive understanding

Part 1

Securities Law Framework in India

Foundational understanding of Indian securities regulatory framework under SEBI Act, 1992 and Securities Contracts (Regulation) Act, 1956.

  • SEBI Act, 1992 - Powers and functions
  • Section 2(h) SCRA - Definition of securities
  • Section 2(h) SEBI Act - Securities definition
  • Collective Investment Schemes Regulations
Begin Part 1 →
Part 2

Classification of Tokens

Systematic framework for classifying digital tokens into utility, security, and payment categories with regulatory implications.

  • Utility Token characteristics and tests
  • Security Token identification criteria
  • Payment Token classification
  • Hybrid token analysis
Begin Part 2 →
Part 3

Howey Test and Indian Application

Deep dive into SEC v. W.J. Howey Co. (1946) and its potential application for token classification in Indian securities law context.

  • SEC v. W.J. Howey Co. (1946) analysis
  • Four-prong investment contract test
  • Indian CIS parallels
  • Application to token offerings
Begin Part 3 →
Part 4

Initial Coin Offerings Legal Issues

Comprehensive analysis of ICO legal framework, investor protection concerns, and SEBI regulatory warnings.

  • ICO structure and mechanics
  • SEBI warnings and advisories
  • Companies Act Section 42 issues
  • Investor protection framework
Begin Part 4 →
Part 5

Security Token Offerings and AIF

Structuring compliant Security Token Offerings using SEBI Alternative Investment Fund Regulations, 2012 framework.

  • STO structure and benefits
  • SEBI AIF Regulations, 2012
  • Category I, II, III AIFs
  • Tokenized fund structuring
Begin Part 5 →
Part 6

NFTs and Securities Law

Analysis of when Non-Fungible Tokens may trigger securities law requirements and fractionalized NFT concerns.

  • NFT legal characterization
  • Fractional NFT securities issues
  • NFT investment schemes analysis
  • International NFT enforcement
Begin Part 6 →
Part 7

International Token Offerings

Navigate cross-border token offering requirements for Indian entities and extraterritorial application of securities laws.

  • FEMA considerations for token offerings
  • US securities law exposure
  • Singapore and EU frameworks
  • Jurisdictional structuring
Begin Part 7 →
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Module 6 Assessment

Test your understanding of securities law framework, token classification, Howey Test application, and token offering regulatory requirements.

50Questions
70%Pass Mark
90Minutes
Take Module Quiz
Module Author

Adv. Dr. Prashant Mali

Cyber Law Expert & Founder, CyberLaw Academy

Dr. Prashant Mali is one of India's foremost authorities on cyber law, data protection, and emerging technology regulation. With extensive experience advising cryptocurrency exchanges and blockchain companies on SEBI compliance, securities law implications of token offerings, and regulatory structuring, he brings practical insights to complex securities law questions in the digital asset space.

Supreme Court Advocate Ph.D. Cyber Law Securities Law Expert Token Offering Advisor