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Yes. They are absolutely securities. I explained them to a finance lawyer as basically a zero coupon bond without a fixed maturity date. So basically a variable

Yes. They are absolutely securities. I explained them to a finance lawyer as basically a zero coupon bond without a fixed maturity date. So basically a variable yield. They quickly understood this and also understood why people would be somewhat reluctant to "invest" in something like that. My particular system had three types of points, one was investment points (weird zero coupon bonds), patent/inventor points (one revenue stream was licensing the portfolio of patents assigned to the company), and the third were service points. Service points were for vendors, where a vendor contracts for say $100K of services and will be paid $200K for those services (so double their rate) but based on the payout of points vs monthly billed. Interestingly the lawyer I talked with thought this would be popular with law firms. The way that would work is that the vendor would invoice against the point up to the max value of the point. And annually they would receive a payout value of one point (what ever that happened to be) up to 2x what had been billed against the point so far.

jacquesm 3y ago
The problem here in NL with this scheme is that if they are stock and they are not traded on the open market (which would require an IPO) then all of the transactions would be required to be passed through a notary, the fees alone would wreck the plan. There are no other ways to sell stock in an unlisted company. And yes, law firms would be a good candidate. As would almost any project based business. I wonder how the Mondragon company manages to work their way around such restrictions.
- ChuckMcM 3y ago
  That would be painful, perhaps you could argue that patent points were not securities, just record keeping (I mean you could literally derive them from a select on a database of patents held by the company). Investor points would be infrequent so fees there probably not as big a deal. Do you have to buy bonds on the open market in NL? Service points work a lot like having a tab at a bar rather than securities as well.
  - jacquesm 3y ago
    There is this thing called a shareholders registry which you are supposed to keep up to date and at the company offices which lists each and every shareholder in a privately held company. While there is no legal limit to how many shareholders a dutch BV can have there are practical ones: the typical shareholder registry does not anticipate more than low double digit shareholders and the fees really add up when you start doing many transactions, especially small ones. Every modification to the shareholders registry is notarized, and there are strict requirements with respect to KYC/UBO and AML/ATF that each of these transactions is subject to. The 'record keeping' argument was shot down based on several (good) arguments, the basis of which is that if it quacks like a duck and walks like a duck that it is probably a duck. The main points of interest: profit division, endurance beyond the work done for a particular job, the ability to trade them with others (possibly outsiders) and the fact that for taxation purposes they would likely be seen as shares. Having 'investor points' is a neat variation, but would probably be seen as a different class of shares. Finally, there is a big problem in case the 'real' shareholders suddenly declare the points system invalid (because they have a big incentive to do so, for instance to be able to sell their 'actual' shares at a much higher valuation) to capture the profits themselves. This would likely result in a lawsuit where the points holders would take the position that their 'points' are shares and that suit would probably be lost based on the expected behavior. So I can see many reasons why 'points' === 'shares' and only a few limited and ultimately broken ways in which they are not. The question then becomes 'is it possible to create a low-fee way to trade shares without going public?', and to me that one is still open. If the answer is 'no' then I think the idea is DOA, if the answer is 'yes' then it becomes a lot more interesting. Bonds are traded on Euronext here (one of several major exchanges here), a retail investor would have to go through a bank or a broker and can't buy them directly.

jacquesm 3y ago

The problem here in NL with this scheme is that if they are stock and they are not traded on the open market (which would require an IPO) then all of the transactions would be required to be passed through a notary, the fees alone would wreck the plan. There are no other ways to sell stock in an unlisted company. And yes, law firms would be a good candidate. As would almost any project based business. I wonder how the Mondragon company manages to work their way around such restrictions.

ChuckMcM 3y ago
That would be painful, perhaps you could argue that patent points were not securities, just record keeping (I mean you could literally derive them from a select on a database of patents held by the company). Investor points would be infrequent so fees there probably not as big a deal. Do you have to buy bonds on the open market in NL? Service points work a lot like having a tab at a bar rather than securities as well.
- jacquesm 3y ago
  There is this thing called a shareholders registry which you are supposed to keep up to date and at the company offices which lists each and every shareholder in a privately held company. While there is no legal limit to how many shareholders a dutch BV can have there are practical ones: the typical shareholder registry does not anticipate more than low double digit shareholders and the fees really add up when you start doing many transactions, especially small ones. Every modification to the shareholders registry is notarized, and there are strict requirements with respect to KYC/UBO and AML/ATF that each of these transactions is subject to. The 'record keeping' argument was shot down based on several (good) arguments, the basis of which is that if it quacks like a duck and walks like a duck that it is probably a duck. The main points of interest: profit division, endurance beyond the work done for a particular job, the ability to trade them with others (possibly outsiders) and the fact that for taxation purposes they would likely be seen as shares. Having 'investor points' is a neat variation, but would probably be seen as a different class of shares. Finally, there is a big problem in case the 'real' shareholders suddenly declare the points system invalid (because they have a big incentive to do so, for instance to be able to sell their 'actual' shares at a much higher valuation) to capture the profits themselves. This would likely result in a lawsuit where the points holders would take the position that their 'points' are shares and that suit would probably be lost based on the expected behavior. So I can see many reasons why 'points' === 'shares' and only a few limited and ultimately broken ways in which they are not. The question then becomes 'is it possible to create a low-fee way to trade shares without going public?', and to me that one is still open. If the answer is 'no' then I think the idea is DOA, if the answer is 'yes' then it becomes a lot more interesting. Bonds are traded on Euronext here (one of several major exchanges here), a retail investor would have to go through a bank or a broker and can't buy them directly.