definition of token excludes governance & other tokens

[lex-node]

prong '(iii)' of the definition of Token ("does not represent a financial interest in a company, partnership, or fund") would arguably exclude all or most 'governance tokens', which are currently much more prevalent & important than 'utility tokens'

the exclusion of interests in partnerships is particularly odd, since: (a) many DAOs may be partnerships and (b) interests in partnerships are presumptive non-securities (Williamson v. Tucker, 645 F.2d 404)

[paulbarclay]

A token that delivers a financial interest in a company is intrinsically a security. Letting those into this safe harbour basically ensures that the entire VC/stock market moves over to tokenized stocks overnight - it's not going to happen.

Many governance tokens are totally fine, because they don't represent financial interests. Something like UNI, for example, doesn't have a financial interest in Uniswap. I could see some finesse wanted here in terms of allowing for tokens that deliver royalties etc, where there's a financial interest, but it's only an interest in on-chain finance, no links back to a real-world company.

The partnerships stuff likely requires a bit more thinking (but my guess is the SEC isn't going to want to allow new methods of corporate form, or circumvention of corporate form here).