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

I'm happy you two found each other. Keep the pictures for Mircea's website .

Go suck Mircea, you make a great couple!

GTFO child porn lover. Enjoy it while it last!

Nobody knew about the morals of that people from the begining, but we know very well about Mircea.
I did report him, we will see what is happening. If anybody wants to help please let his webspace provider know at [email protected].

(NSFW) http://polimedia.us/dtng/f/

I'm sure your morals are not affected by child porn. You are against putting money with the pirate, but you are OK with an exchange run by a child pornographer, turned morals teacher on the Internet.
You sure make a lot of sense.

The plural'd seem unwarranted as there's neither loopholes nor arbitrary or informal procedures on MPEx. Otherwise yes, one (of the many) reasons actual money avoids the Global Scam Exchange is the complete lack of...  I'm not even sure. Sanity, maybe. Let's recap this for the slower among us.

I. For the ~year it existed during which GLBSE listed ~50 or so scams the position of management was "we just list them, it's the job of the market to price them". Recently this policy was suddenly reversed. Does this mean that it was wrong and all the naive "investors" that lost money in the litany of GLBSE scams to date have now a claim against GLBSE management? (Tort, breach of duty of care etc?)

II. As part of the ongoing "Global Scam Exchange is where scams are listed" policy, the problem of dead assets (ie, that sticky residue left after a scam explodes) has been resolved through "new versions", "site redesigns" and such. The latest installment of this was the creation of four colored markets. The people who originally paid money to be listed in one environment have had their listings changed to a different environment. This is apparently not a matter of concern to Nefario (mostly because he is literally too stupid to realize unprodded how this would be a problem).

III. While the people that paid money to be listed are relegated to category III or IV, Nefario arbitrarily decides on the 20th of September that some random failed central ecurrency is going to be category I on the strength that some nitwit wandered into the Interscamgro conference talking about it. And this is "due diligence" and all that jazz. Just as arbitrarily (and just as irrationally) the entire thing gets dropped on the 22nd.

IV. While all this is going on people are still asking "what are the rules of these new categories" and are met with stone silence. Why? Because Nefario announced the categories before he actually made the rules that go with them. Why? Because he is stupid. Literally, he starts building a car with the paint, this is what it is.

V. While all this mess is going on, a horribly mismanaged asset (DMC) is suspended from trading, and the owner account locked. There is no mention of this in any TOS, it just "happened". After having taken action, Nefario thinks about the consequences of that action, and declares that there will be "a shareholder vote". The vote happens to reinstate the original owner (albeit he was a horrible manager for the asset), probably on the grounds that the measure of confiscating someone's asset was so stupidly executed and so appallingly planned that it just turned people's stomachs.

VI. In a typical bout of reality-divergent "thinking", Nefario announces a complex auditing process which will include "real auditors", which of course fails to materialize. He then refuses to name the auditors and eschews admitting that he's just... made some shit up on the subject. Much like the imaginary lawyers he's supposedly talking to, which are giving him some of the funniest advice one could imagine.

This list could go on forever, fake offerings of the exchange's own shares which are bought by investors and disputed to this day, on and on it goes but really there's little point. The situation is simply that some intellectually sub-par individual is pretending to be running "an exchange". This is fine for shits and giggles, but nobody sane would put money in there. Taking part in GLBSE could be a sort of participating in an MMO, maybe, drop twenty bucks a month into "investments" that go nowhere. Practically it's a subscription fee for the game.

Thinking that GLBSE it is a market, that it has anything to do with BTC finance and so forth is laughable.

I hope this clarifies the matter.

The simplest way to get neutral google results is to put a simple query through a proxy:



I guess the results could be re-arranged in some subset of cases, but then it'd be second place or something like that.

MirceaPopescu.com, who seems to be an artist.

Remember that anyone who is logged into any google service is going to have google results personalised, maybe google knows which Mercea you visit most or something? Or is that artist site correct?

-MarkM-

First result, dipshit. What's the first result?

Yes, I do have a problem with people posting gore and child porn and then pretending to have high moral standards. I will repeat this all the time so put me on ignore.

ON TOPIC:

IMO, for a "bond" contracts should not be able to change. The bond should be bought back, and then reissued. I suspect that the same should happen for a fund if the fund were to change contract (or direction, focus, and not be funding the original expectation).

A stock doesn't have a "contract" - there are typically Articles of Incorporation, and Corporate By-Laws. Typically these cannot be changed without a meeting and vote of shareholders. I cannot see how bitcoin or GLBSE changes this basic reality.

So - a "contract change" probably shouldn't be possible, necessary, or relevant.

WTF is your problem ciuciu? You need a chill pill. Does the porn affect the beauty of the MPEx site for you? Does porn offend your religious views? Does porn make your money worth less? Please do tell us what this bug up your ass is affecting so we can send you a correct surgeon.

Seriously, though, ciuciu, fuck off already. We get that you don't like MP. I'm sure he doesn't like you either. I'm sure at this point, I don't like you. I'm not sure if I like MP, but I do guarantee that MP is way funnier than you, and doesn't repeat stupid shit - so already I like him more than you.

FWIW, ciuciu, smart people don't invest with obsessive freaks who repeat the same negative (and irrelevant) message over and over. I will now ignore you, since this is about the only thing I see you post for the last 2 months.

I googled him and all I could find was some artist with the same name and no real connection to the person running MPEX. http://abclocal.go.com/wabc/story?section=news/local/long_island&id=8659705  and this....

Nefario can be found with a simple whois of glbse.com.

I know who the shady one is and its not Nefario.

To be clear, you are just a piece of shit, porno Mircea.

https://bitcointalksearch.org/topic/heres-where-i-spew-my-accusations-against-mpoe-all-are-welcome-102333

Ooh, I'm good, important, and rich...enough.  He takes the time out of his day to insult me personally.

I'd be more concerned with him being a Romanian pervert than anonymous.  There's only so much you can know about someone before you have to put on nitrile gloves before conversing with them.

So, are "GL" Nefario's real initials, or does he have BSE?

Stop with the bullshit. Have you as much as tried to google Mircea Popescu?

The reason he's not here talking to you is quite simply that you're not quite good enough. Not quite important enough. Not quite rich enough. To matter. So you're stuck with me. That is all.

I'll PM you because this is waaaay off topic.

Not to be more offtopic, but I also am fan of Mathematica.  You use for bitcoins?  How?

PredicateQ is a stylistic convention in Mathematica.  It would be kind of like random-p in Lisp or possibly #isRandom in many OO languages.

Sorry for the confusion.  I was asking if you were a Mathematica fan.

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.
[/quote]

Even if a change is an advantage to the shareholder it should still require and vote by the entire shareholders. Because what if majority share holders disagree with the change and don't consider it in there best interest. They should be able to reject any contracts changes to the asset.

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-

Sorry I was saying making changes to a contract, that required a vote to change without a vote being done. Even if you are fixing an error in the contract don't you think a vote still should be done to just for transparency purpose.

I don't think you can answer this in the abstract. It's fraud if there's deception or intent to defraud. If, for example, the change remedies something that was objectively a defect in the contract, then it's not fraud. For example, if the contract promises that a particular person will guarantee repayment and that person dies, there's no fraud in changing the guarantor to someone comparably reliably. What's the alternative?

Yes. Even if the issuer does not need a motion to pass to change the contract I consider this to be very very shady. Ianal, but I am pretty sure any ambiguity in a contract benefits the party who did not draft it in US courts.

I just curious about what other people think on this issue?

If a Contract change is made without a Share Holder Vote and changes are made to the contract by the Asset Owner?
I consider this fraud by the Asset Owner and the changes to be invalid.


If a Contract change is made without a Share Holder Vote and changes are made to the contract by the Exchange Owner?
I consider this a breach of Contract by causing interference with the other party's performance.

I wanted to throw this here, because I didn't want to clog up other threads.

Please keep Flaming to Low Levels, I want to discuss the issue and not what is causing this to come up?