kaal:claim:5583610-020

Non-transferability is what defeats the expectation of profits prong: because LER vouchers cannot be listed, traded, or resold, no capital appreciation is possible and their value comes from merchant redemption rather than issuer performance.

Expectation of Profits: LER as vouchers are non-transferable, have no inherent value, are not listed as fungible assets, and cannot be traded. As such, LER issuance precludes any expectation of profit through capital appreciation.

Wulf A. Kaal, Liquid Equity Rewards in Corporate America (2025), 3.2. U.S. Securities Regulation, p. 12
https://ssrn.com/abstract=5583610 · source PDF

Wulf A. Kaal, Liquid Equity Rewards in Corporate America (2025). SSRN: https://ssrn.com/abstract=5583610

• vouchers stay non-transferable and confined to the merchant ecosystem

mechanismsupport: arguedsecurities-law

• specializes kaal:claim:4021599-014 For digital assets the decisive element of the Howey analysis is whether the purchaser of the token has a reas...
• extends kaal:claim:5454054-023 LER can be engineered outside the Howey test by keeping reward units consumptive as discounts or credits, non-...

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