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Ekiden: A Platform for Confidentiality-Preserving, Trustworthy, and Performant Smart Contract Execution

This is an academic (technical) paper on a smart contract platform that is an alternative to Ethereum. The platform addressed in this paper is intended to overcome the perceived shortcomings in Ethereum.

Ambac Assurance Corporation (Segregated Account) §4(C); §5(F), 11/23/2010

Wisconsin Insurance Commissioner required Ambac to establish a Segregated Account following losses inAmbac's insurance portfolio and resulting downgrades of its financial ratings. The insurance commissioner was appointed rehabilitator of the Segregated Account. A Segregated Account is considered a separate insurer. The Segregated Account proposed to issue notes in connection with the satisfaction of claims against the Segregated Account. The identity or number of ultimate beneficial holders of the notes could not be determined. The issuance of the notes was subject to the approval of a court. The staff confirmed that the §5.F exemption was available for the issuance of the notes pursuant to a court order rehabilitation plan, even though the notes were not issued by the company itself, nor by a successor to the company, as the Segregated Account was considered a separate insurer.

American Pharmacy Cooperative, Inc.; §7; §12; No Action Recommended, 7/18/2000

No action recommended to require registration of shares of American Pharmacy Cooperative, Inc., An Alabama corporation qualified to do business in Texas (the “Cooperative”) that was formed to enable member retail pharmacists (“Members”) to aggregate buying power in negotiating discounts to purchase pharmaceutical products from manufacturers. Each Member would be required to purchase 100 shares of the Cooperative for $1,500. The only benefit of share ownership would be access to lower prices for pharmaceutical products. The shares would be non-transferable and not entitled to any dividends, though each Member would be entitled to patronage dividends based on that Member's annual volume of business done with the Cooperative. The staff also recommended no action to require registration as dealers of the personnel of the Cooperative who offer and sell shares to independent pharmacists in Texas.

American Pharmacy Service Corporation; §7; §12; No Action Recommended, 6/29/2001

Your letter and supplemental materials indicate that American Pharmacy Services Corporation ("APSC" or "Cooperative"), a Kentucky corporation, was formed for the purpose of enabling member retail pharmacists ("Members") to aggregate their buying power in negotiating discounts on the purchase of pharmaceutical products from the manufacturers of such products. According to your letter, the Cooperative intends to obtain Members in Texas by making an offering of shares of common stock of APSC ("Shares") and patronage dividend certificates of indebtedness ("Certificates") to certain pharmacies located in Texas, inviting them to become Members of the Cooperative. The primary benefit of being a Member, as stated in your letter, is the lower prices received on pharmaceutical products.

American Rivers Oil Company; §5.G, 9/28/1999

The materials describe the first proposed transaction (the "Merger") pursuant to which American Rivers Oil Company ("Wyoming"), a Wyoming corporation, will merge with a newly-formed subsidiary ("Delaware Subsidiary"), a Delaware corporation, of America Rivers Oil Company ("Delaware Parent"), also a Delaware corporation. On completion of the Merger between Delaware Subsidiary and Wyoming, Delaware Subsidiary will be the surviving entity. The Merger must be approved by affirmative vote of the shareholders of a majority of the Wyoming common stock and Class B common stock, voting as a single class. In the Merger, each holder of Wyoming common stock or Class B common stock ("Wyoming Stock") will receive 0.11 shares of Delaware Parent ("New Stock"). Holders of Wyoming Stock will not give or promise any consideration for their New Stock they will receive other than the shares of Wyoming Stock held by them immediately prior to the Merger.

Amnex Inc. Acquisition Of Capital Network System, Inc.; §5.G, 6/26/1996

AmREIT and REIT Plus, Inc., §5.G; §7; §12; no action recommended, 6/30/2009

No action recommended to require registration of shares of surviving REIT to be issued to shareholders of merging REIT where merger approved by shareholders of each.

Anthem, Inc., §6.F; §12; no action recommended, 8/8/2001

Reorganization under which mutual insurance company would convert to stock company and become subsidiary of new holding company. The conversion would be approved by a vote of the policyholders and by the Indiana insurance regulators. Holding company would conduct separate initial public offering of holding company’s common stock, which would be listed on NYSE. Company management and agents were to contact policy holders, answer inquiries, and discuss the reorganization with policy holders, without special compensation. No action was recommended to require such persons to be registered as dealers. Call center personnel who were not employees of Company were to respond to policy holder’s inquiries and discuss reorganization using scripted answers. No action recommended to registration of stock issued as part of the conversion. §6.F exemption from registration available for holding company IPO.

Archstone Smith Operating Trust, §7; No Action Recommended, 9/26/2007

No action recommended to require registration of new series of units of trust to be issued to its unit holders pursuant to merger to facilitate acquisition

Assemblies of God Loan Fund, §5.R; §6.J, 1/20/1995

§6.J available for notes offering by not-for-profit corporation organized under Missouri law exclusively for religious, charitable and educational purposes. Officers, directors or employees of the church who sell such notes will be exempt from dealer registration under §5.R.

Associated Pharmacies, Inc., §7; §12; no action recommended, 4/7/2003

No action recommended to require registration of memberships in cooperative purchasing corporation where no potential for gain on sale of membership and dividends proportionate to purchases through cooperative. No action recommended to require registration of cooperative’s officer as dealers.

Atlanta Marriott Marquis II Limited Partnership §5(G) 11/21/1997

§ 5.G unavailable for the proposed sale or transfer of limited partnership interests of one Delaware limited partnership (the “Surviving Partnership”) in connection with the merger of another Delaware limited partnership (the “Merging Partnership”) with and into the Surviving Partnership, because neither the Surviving Partnership nor the Merging Partnership is a corporation. Also, the staff declined to recommend no action to register the offer and sale of the limited partnership interests of the Surviving Partnership to the Texas residents that are limited partners of the Merging Partnership.

Austin Diagnostic Clinic Association, §7; §12; no action recommended, 3/24/1997

No action recommended to require registration of the distribution of limited partnership interests as bonus compensation to existing shareholders of Austin Diagnostic Clinic Association, a Texas professional association (“ADCA”), in connection with the conversion of ADCA to a Texas limited partnership, where no communication or remuneration will be paid in connection with the distribution, the recipients will not be obligated to pay any consideration or provide any additional services for the interests, the transferability of the interests will be restricted, and the recipients will make various typical investment representations. The staff also recommended no action to require registration of ADCA as a dealer in connection with the distribution.

Beazer Homes U.S.A. Inc. §6(F) §7 Rule 111.2 No Action Recommended 1/27/1994

§6.F available for issuance of senior notes by an issuer approved for listing on NYSE which were guaranteed by issuer’s subsidiaries. The subsidiary guarantees were unconditional and not separately tradable from the senior notes. No action recommended to require registration of guarantees of senior notes by issuer’s subsidiaries.

Bryan-College Station Financial Holding Company, §7; §12; no action recommended, 10/17/1997

No action recommended to require registration of the issuance of shares of a proposed thrift holding company conducting a public offering registered with the SEC in connection with a reorganization of First Federal Savings Bank (“First Federal”), a thrift regulated and supervised by the United States Office of Thrift Supervision (the “OTS”). The reorganization, which will involve a reverse triangular merger by which First Federal will become the wholly-owned subsidiary of the holding company, is subject to approval by the shareholders of First Federal and by the OTS. The holding company will also be subject to regulation by the OTS. The proceeds of the public offering will be used in part to pay cash to shareholders of First Federal that do not elect to exchange their shares for shares of the holding company. The staff also recommended no action to require registration of the holding company and its executive officers and directors as dealers in connection with the offering and the reorganization.

C.S.B. Bancshares, Inc., §5.G, 5/19/1993

§5.G available for reorganization by merger of a bank into a single bank holding company in which shareholders of the bank may exchange their shares of bank stock for either stock of the bank holding company or subordinated debentures to be issued by the bank holding company.

Endowment Development Group, L.P., §5.I(a); Rule 109.13(K), 12/22/2004

Plan to market insured endowment programs to charities and their patrons offered under Rule 505 of Regulation D and Texas Securities Board Rule 109.13(k) [ULOE] did not require registration. Staff describes safe harbor for sales by officers, directors and employees.

Energy Co-Opportunity, Inc., §7; §12; no action recommended, 3/12/1999

No action recommended to require registration of the offer and sale by Energy Co-Opportunity, Inc. (“ECO”) of shares of membership common stock to organizations engaged in, or planning to engage in, generating,distributing, transmitting, or handling electrical, propane, or other energy products or services and are members of the National Rural Utilities Cooperative Finance Corporation or the National Cooperative Services Corporation. Each member must purchase one share, but can only own one share. The shares are not transferable, but are subject to repurchase by ECO upon termination of membership for any reason. Each share is entitled to one vote, but no dividends are payable on any shares. Members are entitled to patronage refunds based upon annual business done with ECO. No public advertising or general solicitation will be used, and no commission or other remuneration will be paid, in connection with the offer or sale of the shares. The staff also recommended no action to require registration of ECO or its officers, directors, or employees as dealers in connection with the offers and sales of the shares.

EnergyNet.com, Inc., §4.A; §12; Rule 139.12, 11/25/2003

Dealer registration required for online Internet-based auction of oil and gas and other mineral interests.

EPCMS-IPA, Inc., §7; §12; no action recommended, 5/12/1994

No action recommended to require registration of shares to be issued by corporation to act as network of physicians and other health care providers where shares sold exclusively to El Paso area doctors participating in the network. Each doctor participating must purchase one and only one share. The shares were not entitled to any dividends and transfer of the shares was highly restricted. No action recommended to require registration of corporation or its officers or directors as dealers.

Equitable Divorce Strategies, L.L.C., §12, 11/25/2003

Registration as investment adviser required for plan to offer financial advice regarding proposed divorce settlements.

Ethan Allen, Inc., §6.F; §7; no action recommended, 2/2/1995

As a supplement to no-action letter dated 11/18/94, staff confirms no action recommendation would also apply to an additional subsidiary guaranty of notes exempt from registration under §6.F. The subsidiary guarantees were unconditional and not separately tradeable from the senior notes.

Ethan Allen Inc., §6.F; §7; no action recommended, 11/18/1994

§6.F available for solicitation of consents to amend indenture governing notes by an issuer listed on NYSE and related guarantees by issuer’s subsidiaries. The subsidiary guarantees were unconditional and not separately tradable from the senior notes. No action recommended to require registration of guarantees of notes by issuer’s subsidiaries.

Farmers Home Holding Company, Inc., §7; §12; no action recommended, 2/24/2006

No action recommended to require registration of stock to be distributed to insurance policyholders in connection with conversion of mutual insurance company to stock insurance company.

Fidelity Advisor Government Investment Fund, §5.G; §7; no action recommended, 7/12/2006

No action recommended to require registration of shares to be issued by Massachusetts business trust in connection with a merger of two trusts even though the statute exempts only shares of corporations.