Nui CEO Darren Olayan claims securities regulation doesn’t exist
Nui CEO Darren Olayan has taken to Facebook to claim the securities regulations behind a recently served cease and desist don’t exist.
Texas issued Olayan, Nui, Mintage Mining and Symatri with a securities fraud cease and desist on July 11th.
At a corporate level Nui has vowed to “vigorously defend” Texas’ alleged securities fraud violations, although what that specifically entails remains unclear.
Olayan’s bizarre regulation claim meanwhile was made in a Facebook video published a few hours ago.
Filming while walking down a suburban street, Olayan claims he’s “amped out of his mind” after “taking serious phone calls” all day.
Despite speaking in the video for six and a half minutes, Olayan (right) doesn’t directly mention or address securities fraud once.
[3:24] We have spent … we’re almost a year into this with our attorneys, on being prepared for tough situations – and being prepared to do things the right way.
Obviously it’s not black and white. There is no exact formula on how to do anything and be compliant or legal because there isn’t any.
There’s no regulation to this yet.
Securities law in the US is governed by the Securities Act, which was enacted all the way back in 1933.
Yes, eighty-five years ago – that’s not a typo.
As for there not being an “exact formula” to determine a securities offering, that’s also untrue.
With respect to MLM related securities fraud violations, typically US regulators rely on the Howey Test.
The “Howey Test” is a test created by the Supreme Court for determining whether certain transactions qualify as “investment contracts.”
If so, then under the Securities Act of 1933 and the Securities Exchange Act of 1934, those transactions are considered securities and therefore subject to certain disclosure and registration requirements.
Rather than acknowledge the simple issue of whether or not Nui offers securities through Mintage Mining and Symatri, Olayan attempts to reframe the cease and desist as a government conspiracy against “blockchain”.
[4:24] There’s states that are gonna battle over crypto and blockchain for the next five, ten, twenty years.
They’re going to… just like cannabis because no one knows what to do.
Now it’s being accepted, but it’s been years – where these states fight, y’know, over what their rights are and what federal rights are.
These are things that happen when you’re walking into new territories.
Again, let me point out that current securities law in the US was enacted eighty-five years ago.
Just because you come up with a new vehicle to offer unregistered securities through doesn’t mean you’re “unregulated”.
[0:49] The only reason why I feel assurance, safety, excitement (and) anticipation for the future is because of what we’ve been working on for so long.
We’ve been working behind the scenes developing a lot of technologies. Blockchain, you guys know that.
We’ve been working with a lot of these different things and the foundation, the future and where we’re taking this thing is not just a flash in the pan. It’s not a fly by night type of deal. It’s not.
When I say I’m staking my reputation and my career and everything I know that blockchain is going to change the world over the next ten, twenty, thirty years, it’s because I know what we’re working on behind the scenes.
It’s exciting. It’s super exciting.
We just got validation today… I don’t have the right or permission to say or explain any of it… but we have got the validation that I have been waiting for since we started the project.
[2:24] We got the validation that we needed to prove a concept and a blockchain that will change the world. Guaranteed.
If most of the above went over your head on a technical level, don’t worry.
Through my reporting here on BehindMLM I’ve developed a basic understanding of cryptocurrency and the underlying technology.
Even then though and bearing in mind this is supposed to be within the context of securities regulation, Olayan’s blockchain rant makes no sense.
If you’ll indulge me with permission to create an analogy; Imagine Nui were offering the eventual acquisition of a Lamborghini in exchange for a fixed-sum investment.
Commissions are paid out on those investments, the whole MLM comp plan nine yards.
With Nui not being registered to offer securities, eventually a regulator steps in and files a securities fraud cease and desist.
Darren Olayan responds not by addressing the alleged securities fraud, but by telling investors Nui has been working on this new sweet blockchain engine.
Olayan claims the engine requires no fuel and will revolutionize the auto-industry.
That’s pretty much what’s happening here. And with respect to the alleged securities fraud, the merits of Nui’s new lambo engine are neither here nor there.
The same is true for Nui’s blockchain, the details of which mind you have not been disclosed to investors – a securities violation in and of itself.
Across a series of Facebook videos published over the last few days, Olayan has trotted out “haterz”, conspiracy theories and the usual MLM clichés people drag out in place of dealing with the reality they’re facing.
Unfortunately, either willingly or through sheer ignorance, Nui affiliates have taken it upon themselves to run around the internet parroting Olayan’s sentiment.
Here’s one recent example from Nui affiliate Jeremy Jenkins;
We are undaunted moving forward with Nui!
Only scared competitors attack on Friday afternoons.
You know what they say… If you’re ticking people off then you know you’re doing something right.
Don’t let a few bad apples spoil the whole bunch. We know the truth about Nui, and the real opportunity here.
You know what claiming 4,000% returns really gets you in 11 days? Terminated.
Of all the cease and desist orders given by Texas in the crypto space, over 90% haven’t responded because they have nothing to defend.
Nui had a formal response released within hours of receiving their notice, and it’s obvious they’re making their case.
Check out their official stance released earlier this week on the Nui Blog.
Nui has arrived as a top crypto player! With uncharted waters still ahead, it’s clear that Nui is winning in the game of cryptocurrency.
This is only the beginning. Can’t wait for the world to see what Nui is really all about.
There’s no such thing as bad publicity. Now more than ever Nui has the chance to show the world what they truly have to offer. This is only the beginning.
Texas is ready to end the game in cryptocurrency but Nui is one of the only players ready to make the next move.
Amidst the desperate optimism, did you spot how Nui plan to convince the Texas Securities Board that unregistered securities are legal in the US?
Me neither.
Olayan’s closing comments are of particular interest, as they suggest he believes decentralizing securities fraud might somehow legitimize it.
[4:50] So when I was asked hey how do you feel? I’m even more motivated and excited then I’ve ever been, because of the validation we received today, July 13th, on one of our major projects that we’ve been working on for over a year.
Of course it’s going to run on our infrastructure, on our decentralized network.
It is going to run through you, us, everyone. We are the decentralized network. We are what blockchain was meant to be: spread out across the world, decentralized.
[5:43] We have a very deep and long-range game-plan for our company, our technology and where we’re gonna go – and how we’re gonna play in this world of blockchain.
It’s fun and it’s exciting.
This echoes an earlier claim by Olayan related to possible regulation of Nui back in March.
We’ve set up the structure properly so that if anything were to go sideways, anything, money’s received for contracts through crypto. Money’s paid out through crypto.
That means if everything that we did to prevent and be compliant when compliance comes, if that all went sideways, we still have the ability to pay them (investors) on their contracts (laughter).
Simply put: Should regulators come knocking, Olayan plans to continue operating Nui illegally through cryptocurrency.
Sounds like a bullet-proof strategy to me.
Laughter aside though, the Texas Securities Board are interested in one thing and one thing only: allegations of securities fraud.
Until Nui and Olayan actually address the unregistered securities issue – either publicly or by way of filing a response with the Securities Board, the company and its affiliates just blowing hot air around.
Whether that hot air is distributed through a decentralized blockchain or not is ultimately neither here nor there.
You made Nui your personal vendetta now or something? Going through facebook walls/groups and everything?
Are you afraid they might actually achieve something with their lawyers?
They dealing with it publicly (see their blog).
I know you wanna see them fail like all of them so you get your clicks but well, I think from all the crypto shitshows this one might have a shot. At least on the Core/Kala side of things.
Mintage on the other hand… well we will see.
Speaking of those cliches people trot out…
Look, I report MLM news. If that makes you butt-hurt, so be it… but please don’t bring your Nui Facebook conspiracy theory bullshit here.
Achieve what? You realize that for Nui to wriggle out of this they’d have to overturn US securities law.
If you’re willing to swallow that, can I interest you in a unicorn for 1000 BTC?
Kala has been deemed an ICO security. Pretty much every MLM ICO is a security because of the way it has to be marketed (“invest and we’ll go to the moon etc.”).
Nobody would invest in all these pointless MLM shitcoins otherwise.
And before you chime in with “but our company has a use for its altcoin”, don’t bother.
Nobody outside of the company who has invested cares, so it’s still a pointless shitcoin.
ZERENG, must be one of Olayan’s underlings in this ridiculous scam and is definitely drinking the cool-aide in an attempt to act sophisticated like NUI is really not a Shitcoin that it is.
It’s really sad that this fraudster is just trying to suck other victims into this scam.
Mr. Olayan’s Friday the 13th video should be remembered but perhaps not for the reasons he thinks. The video is a near textbook example of the differences between MLM thinking and real world business thinking.
If Darren were a principle at a publicly traded company and he gave that speech to shareholders announcing the company’s response to charges of securities fraud, it would spark a massive sell off.
But in the near fact free fuzzy wuzzy world of MLM micro cults he gets high fives and sycophantic praise for the same performance.
Hint for Darren, you aren’t being charged with having a blockchain, in fact crypto is only tangentially related to the fraud charges your company is facing.
The sooner you stop pretending otherwise the sooner you can see the situation you really are in.
I really doubt Nui/Mintage will waste the money trying to fight this in court but I’d love to be wrong about that.
Selling people individual pieces of (Kala) mining hardware, mailing them to the purchaser’s home for them to hook up and use their own electricity to operate is flat out stupid on a mining level. The only function that serves is as a shabby legal dodge.
Will that really let them evade the “Common Enterprise” prong of the Howie test? I really don’t think so but I’d love to read the respective arguments in court records.
I see on facebook that Kala rigs are still being marketed to US citizens even after the C&D. That’s all the proof we need to know that Nui isn’t receiving sound legal advice (or they are ignoring it if they are).
Somehow I feel quite confident that that has been the case all along. I haven’t heard a MLM company brag this much about their legal team since Zeek Rewards.
“Our blockchain is a great blockchain, because, well, …blockchain!”
Ask any MLM “leader” to describe the definition of what a blockchain actually is and how/ why they need/ use it, and all bets are off.
Psst… anyone wanna buy my blockchain? I’ll take 900 blockchains in payment.
You can send me blockchain through the blockchain, but hurry… the offer expires blockchain.
Perhaps they’ll find themselves attached to chains in the block.
Schmockchain, schmoin, schmoffee, schmoap, schmanner ads.
Just give me your money and then find others who will do the same. I’ll make you rich beyond your wildest dreams.
Why complicate things?
People who didn’t try to understand security laws is doomed to run afoul of it. Howey test was invented because W J Howey didn’t call their offering securities either, even though it is.
The TL;DR version is Howey tried to sell “partial ownership of citrus farm”. The buyers are required to lease the land back to Howey in exchange for a regular payment, and is NOT entitled to any profit from citrus, which will all be planted, managed, cultivated, harvested, and sold by Howey.
SEC sued Howey as this is a blatant attempt to sell a unregistered security. Supreme Court agreed that this “leaseback” is a form of security, and Howey Test is born. It’s the substance, NOT the form, that makes security a security.
Now, substitute “citrus farm” for “blockchain”, and you’ll find a lot of these companies are indeed offering securities.
And friendly advice I have for Daren… You should really shut the **** up, if your lawyers hadn’t told you so already. SEC is watching, and your attitude will be reflected in their efforts, no matter how “vigorously” you pay your lawyers.