MSTR Cat

Crypto Law/Level VI · Market conduct/6.3 The honest launch/Lesson 6

Talking to holders

Why every post, reply and announcement from a project counts as a statement, who is responsible for what moderators and promoters say, and how equal access to news protects both holders and builders.

Education, not legal, tax or investment advice. Crypto law differs between countries and states and changes often. Check the current rules where you live with a qualified lawyer or tax adviser before you act.

The lean path

The cheapest, lowest-tax, simplest and most private route the law allows, best first. Each step names the rule it rests on and the condition that keeps it lawful.

  1. Name your official channels in advance and post material news there to everyone at once; the SEC’s 2 April 2013 statement accepted social media announcements on that basis. It costs nothing. Catch: never brief a private group first.
  2. Keep a channel register stating who may post on each account and how corrections are issued; under Janus (2011) the maker is whoever has ultimate authority. Catch: under Lorenzo (2019), knowingly passing on false statements is reachable too, so brief moderators.
  3. Correct or remove stale claims promptly; a forgotten roadmap is still a statement, and CFTC Rule 180.1(a)(4) bars knowingly or recklessly false reports affecting prices. Correction costs nothing, while leaving known falsehoods online does not.
  4. For tokens admitted to EU trading, MiCA Article 88 requires inside information published as soon as possible, separately from marketing, and kept online five years. Catch: UK posts inviting purchase fall under the financial promotion regime in force since 8 October 2023.

MaterialsA list of every official channel: website, social accounts, chat groups and announcement botsThe SEC’s 2018 settlement with Elon Musk and Tesla over the ‘funding secured’ postMiCA Articles 87 to 90, on inside information and its disclosureLessons 5.1.7 and 5.3.1, on marketing claims and paid promotion

Wonder

  1. Is a casual reply in a chat group really a legal statement?
  2. Am I responsible for what moderators or fans say about the token?
  3. Can I tell my biggest holders news before everyone else?

Explore

  1. Informal channels are still channels. On 7 August 2018 Tesla’s chief executive posted that he could take the company private at $420 a share with ‘funding secured’. The SEC said he knew the deal was uncertain and lacked an adequate basis in fact, and that the stock jumped 6% and markets were disrupted. On 29 September 2018 he and Tesla each agreed to pay $20 million, he stepped down as chairman, and Tesla agreed to new controls over his communications. A token creator’s posts in chat groups and on social media are statements in the same way, tested by the fraud rules in lessons 5.1.7 and 6.3.1.
  2. Responsibility follows authority, and sometimes reaches further. In Janus Capital v. First Derivative Traders (13 June 2011) the Supreme Court held that the ‘maker’ of a statement under Rule 10b-5(b) is the person with ultimate authority over it, including its content and whether and how to communicate it. In Lorenzo v. SEC (27 March 2019) the Court held that someone who knowingly passes on false statements with intent to defraud can be liable under Rule 10b-5(a) and (c) even without making them. The SEC’s 2026 interpretation counts third parties’ hype only if the issuer authorises or colludes in it (lesson 5.1.3), so briefing moderators, ambassadors and paid promoters (lesson 5.3.1) matters.
  3. Equal access is the second principle. The SEC’s Regulation FD, which bars selective disclosure of material information to market professionals and some holders, applies only to issuers with securities registered under the Exchange Act or reporting under section 15(d), so it does not cover most token projects. But its logic still helps. On 2 April 2013 the SEC said companies may announce material news on social media if investors have been told in advance which channels will be used. Telling a private group about an unlock, a listing or a problem before the public invites trading on the information (lesson 6.2.2).
  4. The EU has written equal access into crypto law. For crypto-assets admitted to trading or for which admission has been requested, MiCA Article 88 requires issuers, offerors and persons seeking admission to inform the public as soon as possible of inside information that directly concerns them, not to combine that disclosure with marketing, and to keep it on their website for at least five years. Article 87 defines inside information as precise, non-public information that would likely have a significant effect on prices. Article 90 forbids passing it on except in the normal course of employment, a profession or duties.
  5. Plans change, and honest communication says so. The SEC’s 2026 interpretation encourages issuers that promise work to publish a timeline and milestones and to disclose when the work is complete; a stale roadmap left online is still a statement. Bad news needs a plan too: an exploit, a paused contract or a missed milestone should go out through the same official channels, with the facts known and what is not yet known. For commodities, CFTC Rule 180.1(a)(4) separately prohibits knowingly or recklessly delivering false or misleading reports about market information or conditions that affect, or tend to affect, prices.
  6. Promotion rules also reach community posts. In the UK, a post inviting people to buy a token can be a cryptoasset financial promotion subject to the regime in force since 8 October 2023, and under MiCA Article 7 marketing must be identifiable as marketing, fair, clear and not misleading (lesson 5.1.7). A practical check: keep a channel register listing every official account, who may post on each, which channel carries official announcements, and how corrections are issued; then read the last month of posts and mark every factual claim that is no longer true.

Key facts

  • On 29 September 2018 Elon Musk and Tesla each agreed to pay a $20 million penalty to settle SEC charges over the ‘funding secured’ posts.
  • In Janus Capital v. First Derivative Traders (2011) the Supreme Court held that the maker of a statement is the person with ultimate authority over it.
  • In Lorenzo v. SEC (2019) the Supreme Court held that disseminating false statements with intent to defraud can violate Rule 10b-5(a) and (c) even if the disseminator did not make them.
  • Regulation FD applies only to issuers with securities registered under section 12 of the Exchange Act or required to report under section 15(d).
  • On 2 April 2013 the SEC said companies may use social media for material announcements if investors have been alerted to the channels in advance.
  • MiCA Article 88 requires issuers to disclose inside information to the public as soon as possible and to keep it on their website for at least five years.

Exercise nine, six, three, one

9CollectList up to 9 statements a project has made to holders in chat groups, posts or announcements that you have seen or written (some lists are shorter).
6ClusterSort them into 6 categories: facts about the token, plans and roadmaps, news about problems, replies to individual holders, statements by moderators or promoters, and jokes or hype.
3DistillReduce the 6 categories to 3 groups: statements still true and made through official channels, statements that need correction or updating, and statements no one with authority approved.
1CrystallizeWrite 1 sentence describing how holders would learn about a serious problem with this token, and how quickly every holder would hear it.

Fact check

Dates, figures and claims checked against the published sources listed below.

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