Addison Cameron-Huff

Part three of this series looked at the historical origins of the modern approach to interpreting what a security is. Now that we know how the courts have decided the fundamental issue for orange groves and bags of coins, we can look at how regulators have applied this to digital assets. (If any of the terms below are unfamiliar, please go back and read part three and this will make more sense).

Below is a complex dive into regulatory guidance. Keep in mind what all of this shows: the OSC has never said that all crypto is a security, and they have consistently referred to tokens in reference to “raising capital”, which few disagree is a regulated activity. The guidance isn't wrong, it's the interpretation of that guidance that is. Furthermore, in the application of this guidance, there isn't one decided case to point to that says whether any non-stablecoin token is a security, other than in connection with an investment/fraud scheme. But there is a 2024 CMT decision that suggest the OSC has pushed beyond the bounds of the law in their characterization of tokens.

Part two of this series dealt with federal regulators in Canada, which is a relatively simple story: they're simply not very relevant to a company launching a token (unless it's a stablecoin). This part deals with the thornier topic of securities regulators, who have been the most vocal governmental opponents of new token launches.

Understanding The Securities Regulator Dilemma

In the first part of this series I noted some of the reasons why the time is right to think about launching a token in Canada. The enormous change in the posture of American regulators (without underlying legislative action) is the reason to think that the same will one day happen in Canada. But the starting point for understanding why things have changed is to look at how things were. Anyone with a deep understanding of the regulatory guidance and applicable laws, like loyal readers of this blog, may want to skip to part four of this series (part three concerns securities laws).

Why Do People Think You Can't Launch A Token In Canada?

Launching a token as a Canadian business is possible and the legal environment is better now than probably any time in the last decade. This is a legal take that probably hardly any lawyers in Canada share, and I hope that this blog post changes their views. If you're a skeptic and your view isn't changed, at least you'll see the rationale for a different point of view: that tokens are legal, can be launched in Canada, and can be genuienly an advancement over the non-digital world.

Over the next week or so I'll be posting a series of blog posts explaining why I have this view. This will be a series because there's no such thing as “a token”. There's a variety of different types of tokens, with different attributes that determine their legal risk. This is obvious to industry watchers, and is being made clear in US guidance that's no longer simply painting tokens with the broad (negative) brush of “security”. There's a recognition now at the federal level in the US that nuance is the name of the game, and that digital assets aren't de facto illegal. And what happens in America soon comes to Canada.

I've made a Slack bot for applying LLMs (Google's Gemini) to legal questions for my clients. This system excels at contract analysis and discussion of commercial & crypto legal issues, but could be applied to any domain. This blog post explains how it works, what it is, and how I got here. At the bottom you can read about trying it out yourself. I've been very impressed with the results, and so have some of the people who've tested this out: “***** - this is fantastic, I had a junior conduct this review for me last week”.

Why Slack?

Where are the opportunities for entrepreneurs in 2026? Below are opportunities that are worth tens if not hundreds of billions. In the crypto space, the best product is what wins out, rather than the ones with the most money or most government connections. A company with a few million dollars in investment can build a business that services hundreds of thousands of users, moving or saving billions of dollars a year. There's not many other industries where this kind of leverage and growth is possible, which is why 2026 will continue to attract investment and enterpreneurial spirit. The biggest areas I see, based on my clients and work in this space are:

1. Stablecoins

As 2025 comes to a close, it's worth reflecting not just on this year, but the last decade of Canadian crypto. What's gone well? What hasn't? What does the last decade tell us about what's to come?

Amazing: Founding Of Crypto's Main Chain

This is a part of a series of blog posts about the proposed federal Stablecoin Act.

Imagine a different Canada, in which the federal government wanted to adopt modern technology, attract money to Canada, and increase the safety of stablecoin users. Below is a law that proposes to do that.

A few days ago I published a critique on the proposed stablecoin law in Canada. Step 1 of any problem solving method is to check whether there is a problem. But the next step is to ask, what would address the problem? What's missing from the proposed Stablecoin Act?

An easier question than what exactly is missing, because that answer depends on political views, is to put forward the principles that ought to be looked to.

Canada is (probably) getting a new federal law about stablecoins: the Stablecoin Act, introduced as part of the recent omnibus budget bill. This is an interesting moment for me, as I was the general counsel for Canada Stablecorp when they first were getting off the ground six years ago with what's now the first (and only) approved stablecoin in Canada: QCAD. But wait, how can QCAD be approved when the Stablecoin Act hasn't been passed yet? Read on to learn more about how the current system works, what the new law proposes to do, and the surprising lack of explanation from Parliament as to what this law is for.

Before going further with this blog post, I should say that I haven't worked on QCAD for many years, and their success is the product of many people working for many years, including a number of other lawyers, and what I write here doesn't reflect their views or any of my other clients.

Several tokenized stock/ETF offerings have been created and gone live on public blockchains in the last few months. What this means is that people can buy, on public blockchains, (without any KYC, account opening, etc.) various US stocks and ETFs. This is a huge milestone, and it's been in the works for years. It's incredibly challenging to do this because it requires connecting several jurisdictions with an eye to creating tokenized stocks that can escape the sandbox and then come back to the sandbox for redemption. This is a legal triumph, not a technical one, because the basic idea of “stocks on chain” is not a difficult one. This article explains several different routes being used to create these tokens.

Introduction

“Everything is worth what its purchaser will pay for it” -Traditionally attributed to Publilius Cyrus

Since I started as a lawyer working with cryptocurrency projects, I've heard endless versions of the tulip bulb story and the classic tales of bubbles. The first “bubble” was the South Sea Company, a quasi-government fraud that exploded into speculative frenzy then collapse. But the more famous bubble story is that of the tulips.

John (Joannes) Stobaeus was the author of a collection of quotes from hundreds of ancient philosophers and writers. His book is now the only extant source for the quotes. Unfortunately, the book itself is not available in English. The best I could find was a Latin/Greek book from the early 1800s digitized by Google. Googling around for this book, all I could find was people complaining there's no version of this in English. Which is a shame, because it contains some nice quotes. How do I know that? It's quoted in Montaigne's Essays. When I come across a good quote I like to go see where it came from and that led me to the unfortunate dead end. Fortunately, thanks to the wonders of LLMs, this book is now available in English again.

Below is a text version of “Anthology”, as his book is now known, translated using Google Gemini Flash 2.5 in July of 2025.

Years ago I thought the future of law would be Uber-like services that connect people with cheap lawyers in developing countries, or even semi-automated workflows run by less skilled people but acting according to playbooks. That didn't happen. Instead, ChatGPT happened, and it happened quickly. Now, millions of people in Canada are getting free legal advice by software, something that the Law Society of Ontario tried to stop for many years. Foreign companies just did it, and suddenly the genie is out of the bottle and the Law Society isn't trying to stop it. There is no factual difference between a software program that provides legal advice and a human (other than maybe differences in skill, but LLMs are getting better every month). In other words: the free practice of law is here.

Ontario law is currently being dished out in the form of ChatGPT dialogs, but also Gemini, and a host of other models. Originally they tried to stop people from being able to get legal advice but it seems those safeguards have been generally dropped and LLMs will happily opine on Ontario law now. Lawyers had no say in this, whether through their lobbying groups or professional organizations. It simply happened. And regulators haven't figured out even a position on this, let alone any way of trying to stop this.

There is no “crypto industry”. There are companies that build things that use crypto. There are foundations and non-profits that make software. There are people who buy cryptocurrency. But there's no crypto industry.

There is a banking industry, they even have their own national lobby groups. There's a recycling industry, a power industry, and other groups of companies that act relatively similarly and have similar interests, usually acting politically through trade associations. But crypto is like email or HTTP - it's a technology layer.

Stablecoins are a $100 billion dollar plus market globally. Canada's QCAD (CAD stablecoin), which I was the initial lawyer for, recently announced investment by US giant Coinbase (although I haven't worked for them for years). Amidst this fast global growth, why are these coins limited to dollars? Why not commodities? Why isn't there an Alberta government-backed “PetroDollar” that's based on oil? If a coin can be made based on US or Canadian dollars, why not oil? What's holding it back?

The Usefulness Of PetroDollar

A man goes before the king and he's sentenced to death. The king asks him if he has any last words and he says "I can make your horse talk!". "What?", said the king. "Yes, give me two years and I can make your horse talk". So the man's sentenced is suspended for two years and he walks out of the king's chamber and his friend comes up to him and says "I can't believe you told the king you could make his horse talk, you can't do that!" "I know that, you know that, but two years is a long time. Who knows what might happen? Maybe I'll die, maybe the king'll die, or maybe the horse will talk."

In late 2024 I had a realization that anti-money laundering (AML) laws require AI tools for compliance. This blog post explains the nature of the problem, with a very specific example, and what I built to solve the problem. I won't be turning this into a commercial product, but I learned a tremendous amount about the future of compliance by building a solution. If you want to truly understand a problem, you should be able to put forward a solution. I did it. Read on to see how, because it's applicable to many other areas of law. The solution I made is a complex data tool with a simple interface: https://screencomply.com/aml_prototype/.

The Problem Of Politically Exposed Persons

As people switch over to using ChatGPT for legal advice, there's going to be a wealth of materials available for discovery in litigation. ChatGPT conversations aren't privileged legal advice. They can't be. They aren't. Only lawyers can give you privilege when you're seeking legal advice.

Privilege is a benefit of legal advice that's often overlooked because it's rarely triggered. Almost always, no one will be asking for your notes and records. But in a combative situation, such as a regulatory investigation or a lawsuit, those documents and notes are essential to turn over to the other side. Legal privilege is one of the only ways to lawfully put a stop to that. In Canada it's particularly strong, but this same right exists all over the world.

You go to law school and come out thinking that judges are the audience. Then you get a job at a law firm and learn that the customer is other lawyers. Once you start drafting your own agreements you realize that the first reader is a businessperson, the second is a lawyer, and a judge will never read your contracts.

Far less than 1% of contracts that are drafted are ever litigated. Really good quality contracts are almost never argued about in front of a judge. The focus of your efforts should be the business deal: what are the parties (specifically) agreeing to? A good contract is clear, and contains all of the business details. A great contract requires something more.