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Ah, I was using public in the sense of a publicly traded corporation. Meaning, the public has access to ownership and that the corporation cannot decide who get

by netfl0 7y ago

Ah, I was using public in the sense of a publicly traded corporation. Meaning, the public has access to ownership and that the corporation cannot decide who gets to own shares.

nostrademons 7y ago
Oh, so you're really objecting to the SEC's accredited investor rule + the contract provisions in private shareholder agreements that forbid transferring those shares without board approval? That could work as long as the shares don't come with rights of information (financial disclosures) or control (board seats) - if they did no startup would ever be able to do anything, and if they did manage to do something their competitors could buy up 1 share and get full access to their books. It opens another can of worms though: if the shares don't come with any rights of information or control, there is a strong incentive and ability for insiders to take actions that cheat the public out of their shareholder rights. For example, they could claim that they "lost" the shareholder certificates and have no record of you as a shareholder (as in the recent Mary Poppins sequel), or they could issue new shares to dilute your ownership down to nothing (as in the Facebook movie), or they could take your money and not deliver a working product (as in Theranos), or they could take your money and then spend it on overpriced leases of buildings owned by the founder (as in WeWork). The reason we have accredited investor provisions is that presumably anyone with a million in liquid assets has the ability to hire lawyers to enforce their rights, and the sense to be aware of these scams and carefully document everything. Interestingly, the selling point of blockchains & ICOs was that you could delegate the enforcement of rights to a computer and not need a lawyer to ensure you don't get screwed. It only really worked for the first two cases, though, and the SEC shut it down pretty quickly because the latter cases (like taking your money and running off to the Cayman Islands) became a real problem.

by netfl0 7y ago

Ah, I was using public in the sense of a publicly traded corporation. Meaning, the public has access to ownership and that the corporation cannot decide who gets to own shares.

nostrademons 7y ago

Oh, so you're really objecting to the SEC's accredited investor rule + the contract provisions in private shareholder agreements that forbid transferring those shares without board approval? That could work as long as the shares don't come with rights of information (financial disclosures) or control (board seats) - if they did no startup would ever be able to do anything, and if they did manage to do something their competitors could buy up 1 share and get full access to their books. It opens another can of worms though: if the shares don't come with any rights of information or control, there is a strong incentive and ability for insiders to take actions that cheat the public out of their shareholder rights. For example, they could claim that they "lost" the shareholder certificates and have no record of you as a shareholder (as in the recent Mary Poppins sequel), or they could issue new shares to dilute your ownership down to nothing (as in the Facebook movie), or they could take your money and not deliver a working product (as in Theranos), or they could take your money and then spend it on overpriced leases of buildings owned by the founder (as in WeWork). The reason we have accredited investor provisions is that presumably anyone with a million in liquid assets has the ability to hire lawyers to enforce their rights, and the sense to be aware of these scams and carefully document everything. Interestingly, the selling point of blockchains & ICOs was that you could delegate the enforcement of rights to a computer and not need a lawyer to ensure you don't get screwed. It only really worked for the first two cases, though, and the SEC shut it down pretty quickly because the latter cases (like taking your money and running off to the Cayman Islands) became a real problem.