Topic: Do you Consider a Contract Change without a Share Holder Vote Invalid? [GLBSE] - page 2. (Read 3896 times)

I'm sorry are you asking if I have another account? (No, Only one on bitcointalk)

Are you asking me a programming language function? (Function not defined in my brain matter)
But if you asking if my Handle is Programming related? Yes, I've created this handle almost 18 years ago from a qbasic function I coded.
I have had more birthday cakes with my handle on it than my name in my lifetime, so at some point in my life I might legally change it ala dot com lol.

One general point about contracts on GLBSE:

A mistake a lot of issuers is making is that they put detailed specifics about their operations into their contract.  That is where a lot of the problems are coming from - as that level of detail IS the sort of thing which should be able to be varied through a motion.

Consider two different (extracts from) contracts where the asset intends to initially invest in mining bonds but may well want to diversify later:

BAD CONTRACT:

"This asset will only invest in mining bonds."

GOOD CONTRACT (Well better one anyway)

"This asset will initially invest only in mining bonds.  We may expand into other investment types if approved by 65% of shareholders in a vote."


In the first contract there is absolutely no way any other investment than a mining bond can be held - no shareholder motion can change that.  In the second one a motion can be raised to invest in any other investment type (unless excluded elsewhere in the contract).

The first one can't be varied for two reasons:

1.  Legal : The asset issuer has a contractual obligation to only invest in mining bonds.
2. Practical : Because there's no provision to vary the investment areas, any investor purchasing the share is entitled to be confident that there will be no investment in anything else.  So they can totally ignore the thread for that share knowing, for example, that they won't suddenly find that they lost all their equity because of a vote to invest everyhting in Pirate.  And they can balance their exposure to different sectors knowing that there's no risk of their investment in this particular share ever being used for anything other than mining bonds.

If you invest in a share with the second contract then on agreeing the contract you are acknowledging acceptance that the areas in which the asset invests may vary, even if you disagree with that change.

My pic and real name, I spoke at the conference in front of hundreds as well as helped organise it, nefario is my forum nick. You can ask any of the hundreds there who have met and spoke to me.

Fair enough on your opinions on mircea, I disagree but time will tell.

GigaVPS is a happy GLBSE customer, your conditions for a real exchange operator are odd, by this definition then no exchange has a real operator.

The centralised nature of a market requires the creator and operator of that market to be trusted, thats just the way it is whether it's a one man operation or an empire, you still need to trust the market operator.

The whole purpose of GLBSE is to allow ordinary people to raise capital for funding their project ideas, starting and expanding businesses, this is what makes it different, we try to keep the overheads and requirements as low as possible, and to a large extent it's worked.

We've never seized anyones assets.



I don't intend to develop my own independent body of law. Small assets currently have me as the person who makes the decision, this is only a stop gap measure until a formal process that is also lightweight (given the asset size) and as unbiased as possible is developed, this takes time to develop and set up.  

The rest being your opinion you are entitled to.




GigaVPS is a happy GLBSE customer

You can't change a contract by voting - unless the contract provides for that mechanism.

Each share is effectively a contract between the holder of that share and the asset issuer.  If you hold 1000 such contracts and I hold one you do not have the right to vote to change MY contract.  Motions are to vote on actions allowed within the contract but where either:

1.  The contract specifically states that a motion is needed,
2.  The asset issuer is entitled to carry out the action but chooses to subject it to a motion,
3.  A share-holder or other party has the right to raise a specific motion.

I can understand in a less than ideal market simple changes to correct typos or obvious errors are best dealt with through a means other than disbanding a company.

But when I pay BTC to purchase the rights/obligations conferred in a contact (a share or bond is a contract) then no majority of shareholders can vary those rights/obligations as they are NOT a party to the contract between myself and the issuer.  They just hold a number of identical contracts.

Sorry about that.  By the way, MathematicaWonkQ["RandomQ"]?

MPEx has the guy's name in the title.  He goes by his name on IRC and elsewhere.  You use a 1337 haxx0r nick that implies you're EEEEEVIL™.  Why do you not lead with your real name and accept accountability?

Mircea is an arrogant, conceited, asshole (we know our own) that we can all track down.  He's a hardass about his exchange in ways that you are not.  He is not anonymous, but his mouthpiece (MPOE-PR) remains mostly so.

That said, neither of you is a real exchange operator.  You have too much ability to fuck people out of their money.  You did it with gigavps on his private bond offering.  He acquiesced because his reputation is worth more than the 30-50 btc of your shakedown.


Right.  You handle the long tail of smaller trades, offerings, etc.  This is a great place for amateurs with no experience and no knowledge of capital markets.  You admit all of this.  This is why there is risk in having a single person with the ability to "seize" assets or otherwise control informal contracts.



This is where the person who can adequately assess their own level of competence would involve a more experienced partner.  A "real world" exchange operator or participant or at the very least an attorney or other legal expert.  Contracts written by laypeople are usually laughable.


So...who decides that the change benefits the asset holder?  If I list that I will increase my dividends from 1%/week to 100%/week, can I push that through without a vote?  Even if, as of course everyone knows, such returns are "unsustainable"?

These loopholes and arbitrary, informal, procedures are why smart money avoids the exchanges.  It's like a random listing on the forum or -otc, but with a single bottleneck–a person represented by a silly nickname with no real background of trust or accountability.

There is no assurance that the capital exchanges won't be the next bitcoinica or whatever.  You fight attacks to your reputation defensively.  MP fights to keep his reputation clean (other than, well, you know who).  Both groups have "fans".  Either of you could just as easily be setting up a long con.

Remember, Trust No One.

This is completely wrong, you absolutely need to know who a person is if they are selling something of considerable value, holding funds or running an exchange. The result of an anonymous person running an exchange will be depositors and "investors" losing their money when the exchange eventually disappears.

We saw this with mybitcoin.com and pirate, they build up a history of good trades, once they have everyones trust and enough BTC for it to be worth while they run off, it's called a confidence trick.

I completely agree that I'm not perfect, but there is nothing wrong with one person running a large (the largest) capital market, the problems only arise where there is a lack of clarity or absence or rules. On GLBSE this is the direct result from contracts that are very very short and lack any clause to handle issues that arise.

This is something that I'm working to address, I've opened up another thread to get input on having a default contract to turn to when there are no clauses for events that come up. I also want to add the provision for the addition of a neutral third party to be selected to arbitrate and interpret these rules.

The only reason I'm doing this myself is because it's the first time we're dealing with it, once the process is set up I won't need to be involved, and can get back to actually running the market instead of dealing with this sort of thing.



A capital market has a lot more issues to deal with than MtGox, whose scope is relatively small.


MagicalTux is the sole person running MtGox, yes some other people work there but he runs it all. And we (at least I) can't do whatever the hell we like, being bound by our TOS and the laws of the jurisdiction I reside under. Of course this isn't the case if someone is anonymous or has no TOS.



If it's an asset with voting rights then usually contract changes require a vote, although if a change is proposed that is to the advantage of the asset holder then no vote is needed as the original contract is  being met, and with the new terms exceeded (i.e. it's to the asset holders advantage).

There is truth in this.

There is no guarantee of any kind of the behavior of an individual whether known or unknown.  It's just removes a variable amount of risk when dealing with someone publicly known.  Mainly in the legal arena.  However, Terms of Service can be written to reduce legal consequences for negligence.

Ultimately, judge someone based on their history.  If MPOE-PR (popescu whatever) is an asshat MPEx is not a marketplace that should survive.


Nefario has his flaws.  No single individual, with all of the bias that is introduced with unilateral thinking, should be running a big (in Bitcoin terms) capital market.


A Bitcoin capital market needs to arrive that has the same level of professionalism and organization of, for example, Mt.Gox.  Of course, MtGox has it's problems, but let me ask you this.  Would you feel comfortable with Nefario or MP being the sole proprietor running MtGox?  I wouldn't.  Mainly due to the risk of sole proprietors easily becoming arbitrary, tyrannical and negligent.


As for contracts.  Isn't this a no-brainer?  Changing contracts should require consent of all parties unless expressly written out of the initial contract.
Take a look at the back of your credit card agreement.  All of that fine print is expressly writing away cardholder's rights to litigate.

Indeed - but that's not what seems to happen around here.

Any change of contract for shares should be accompanied by an offer to buyback the shares of those who disagree at (at worst) nav/share (if market is higher then those who want market can obviously sell on the market).

That doesn't apply to bonds - the contract on those absolutely ca't be amended with first buying back all outstanding ones.

Unless specified in the original contract a change should void the original contract.  If you refuse to sign the new contract I don't see how you are compelled to abide by it.

I'm very much a real person, with my IRL identity well known, especially after having spoken in front of 200 people at Bitcoin2012 yesterday and organising the event. If you can get to London I'm happy to meet with you to talk (or anyone for that matter, I seriously enjoyed speaking with bitcoiners last weekend).



Thus far(since GLBSE has begun, over 1 & 1/2 years ago) no one has had their contract changed by GLBSE


You can find our TOS at the bottom of every GLBSE page, it's not changed for many months, and when we do make changes, whether in fees or the TOS we announce it on the forums usually a week or more in advance.

Any changes that happen on GLBSE, programmatic or procedural are not arbitrary.

I would like to see an example of where we have changed the rules of GLBSE,  without notice or arbitrarily.

The problem with contracts gos well beyond just whether or not a share-holder vote is needed to change one.

Consider a scenario where one company (or group of companies) holds a majority of shares in another.

How about if they vote to give themselves more shares in the company or some of the assets?  Does the fact that they hold a majority of share allow them to pass ANY motion - even where it's blatantly against the interest of other share-holders?

Or what about if the company founder owns a majority of shares: could they then vote to increase their share of profits from (say) 10% to 90%?

Being able to control/command a majority of votes in a company should NOT be a charter allowing someone (be it the founder, one investor or a small cartel of investors) to take action specifically intended to enrich some parties unjustly at the expense of other share-holders.

The owner of MPEX is also anonymous and hides behind a scumbag pr account. We all know the owner of GLBSE at least if something goes wrong.  I think going forward glbse is going to introduce stricter standards on what can and cant list.

I think any change to the contract, no matter how small, should be approved by a shareholder vote. It does not matter intent or whatever, if the change is minor there should be no trouble getting it approved, setting up a motion takes barely any more work, and it gives the shareholders notice that the change is happening.

As you say, negligence, fraud, and other reasons for changing contract without vote all depend on intent.  Also relevant is how first party responds when challenged on contract changes.

I do think a vote should still be done, but that doesn't mean that not having a vote is necessarily fraud. Fraud has a specific meaning and requires some kind of deception to benefit one person at the expense of another.

I think it would have to deal with intent of the violation? Was it Fraud or a mistake, bad decision ?

Nefario seizes shares and asset owner seizes assets? Kinda mutual assured destruction.

If contract calls for vote in situation, rule is clear.

If contract modification is material and vote is specified, rule is not only clear but voting is important.

Question on GLBSE (not MPEx or other exchange) is what is recourse for violation of contract?  Nefario seize shares owned by contractor?  Helps no one but hurts those.  Any remedy with contractor?

Edited to correct quote.  No vote taken.

Very interesting, I will have to do more Research on MPEx I was thinking about a similar way of handling assets but P2P. I know alot of people see the 20BTC fee and are like no way!

The thread title specifies GLBSE, so what applies elsewhere is maybe not particularly relevant.

Since MPEx being exacting was mentioned though I will also point out that in Open Transactions an asset is identified by the hash of its contract, thus any change in the contract results in a totally distinct asset. Since all asset accounts incorporate the asset's ID (that hash) all accounts of the previous asset are also distinct and separate from any asset accounts created for the "new" asset described by the "new" contract.

That is, thus, even more "exacting", I think.

Presumably any negotiation could in such a system take place in the question of whether anyone chooses to exchange any of the old asset for any of the new asset; I suppose one could even make several variants of a contract, thus making several variant new assets, and people could choose which if any to exchange their units of the old asset for...

-MarkM-