Topic: [GLBSE] Request for input re: asset holder complaints about issuers. (Read 3019 times)

It is appreciated.

You know ways of doing things tend to evolve, from first ideas which may or may not have been good, to whatever the current system in place is.

I'm not a prophet who gets everything right first time, I'm just a guy trying my best.

Before long the various ratings systems could be incorporated by someone into a bitcoin version of judiciary. Something bitcoin businesses like GLBSE could tap into. Willing persons whom no body knows the real identity of - but everyone trusts - could effectively act as judges here. A new set financial vocabulary free of old connotations and loaded double meanings is entirely possible too. It's all kind of exciting!  

Overpaying is not breaking a contract, the contract is being met, when overpaying the contract is being exceeded. Nothing has been broken.

Also, with a single exception, contracts have been updated after the change in behavior (i.e. the amounts paid), but only to the advantage of the weaker party, the shareholder. And usually a little later the contract has been changed. Once again in these cases the contract terms have not been broken, they have been met, often exceeded.

Currently the method of changing a contract is sending the new version to [email protected] and a link to the motion approving it if needed.

For a large part the legal system(as it currently stands) is complex and cumbersome because it has evolved to deal with and cover near enough every possibility. All our modern legal systems (U.S., U.K. and French based) seem to be partly based on a lot of Roman law, hows that for historical baggage.

I would favor something simple and cheap to implement that doesn't take an army of people with 10 year degrees to interpret it.

Really we're asking because this is pretty much new to us, having to deal with this. We could go the traditional, standing legal route but as you all know this simply doesn't suit bitcoin related business. We're noobs at this to an extent, but at the same time we're in an advantageous position to be able to look back at all of history and instead of adding patch after patch, we can design a simple, efficient and just system.

Btc4Domains, regarding contract updates on GLBSE, if you need votes to get approval then run a motion(if not, skip to step 2), just send me the updated contract and Ill update it([email protected]).

Regarding GLBSE shares, they are valid as shares but it's not a publicly traded asset, at least not yet.

Thanks for the input so far, it's been really helpful.

Nefario.

In my experience the 'law' or so called 'legal system' is little more than a system based on previous injustices that prostitutes itself to the highest bidder. The whole 'legal' issue as it relates to Bitcoin needs to be kept in perspective. Part of the reason Bitcoin is a reality is because the 'financial system' is rigged, and someone came up with a better one. The legal system is not so different, only it has no Satoshi.

A beautiful feature of bitcoin is it exists in a semi unknown, or not yet fully defined space. It is not labouring under the same 'laws' and red tape that honest businesses around the world are. I understand the need for better transparency and a mechanism to be decisive when it comes to new Assets, Assets that have gone bad etc - but it shouldn't need to become some cumbersome apparatus sitting around everyone's neck. judge.me seems like it could be useful for individuals fighting out their claims against one and other - but it's not free. Personally I'd be comfortable with a small group of trusted forum members (like suggested by usagi) looking over new proposed assets, contract violations etc, and what should be done about it (if anything). It would be helpful if we could at least submit a contract update for approval - currently this issuer can't make any changes at all, not even admin related like updating the Forum thread address or email.

Speaking of contracts - what is the status of the GLBSE Asset? One day I would really like to start earning back some of the fees I'm paying. I bought 6 of those puppies and paid up to 10.00 BTC each - the shares are sitting in my account, but I don't remember seeing or receiving any form of notice that the shares were no longer going to be traded - they're not in some sort of contractual breach I should know about are they 

You are true it is a free market. That is why I exercise my freedom to have a sum total of 0 BTC invested in your (or any other) assets with meaningless contracts. The deal I made with you for BIB.GOAT had a doubly GPG-signed contract clearly detailing the terms, plus I had enough info on you to pursue legal action if I needed too. Of course, it wouldn't have been worth it, but I knew I was planning to stop by near Thailand soon and so could pop in and visit to collect my GPU cards if needed. Evidently, not all investors are as cautious as I am.

http://en.wikipedia.org/wiki/Convention_on_the_Recognition_and_Enforcement_of_Foreign_Arbitral_Awards#Parties_to_the_New_York_Convention

While they may not be able to enforce the judgement themselves, you can go to court with that arbitration and it is recognized as valid in all such countries, apparently.

Judge.me do not claim to have the ability to enforce their rulings, but they do adjudicate disputes and both parties agree beforehand to be bound by Judge.me's ruling. Judge.me's ruling can then be used as evidence in court or to pursue legal claims should the other party fail to abide by the ruling. With respect to GLBSE and Judge.me, GLBSE could state that if a Judge.me clause is inserted in a contract they will abide by any rulings Judge.me makes, including, for example, releasing the verification info to other parties to pursue legal redress.

I think it is wrong for an issuer of high-value GLBSE assets to think they can't be held accountable to a GLBSE contract in court is absurd. I'm not saying legal action to enforce a GLBSE contract would not be costly, but if large sums are involved, someone might give it a go.

So what you're saying is noone should trust Goat to honour his contracts and that he will change them on a whim? Just because someone speeds and is not caught by police does not mean that the speed limit does not exist or is not enforceable. Similarly, just because you don't follow your contracts does not mean they are meaningless or non-enforceable.

I agree that it is not GLBSE's role to adjudicate disputes. I don't think the NYSE gets involved in disputes between listed companies and shareholders either. These are legal matters. I take considerable time in drafting my contracts in the knowledge that I am bound by what I promise. Even though the market currently places little value in on a well-written contract, I think it is still worth in the long run to avoid the hassle of disputes with asset holders.

Many have brought up judge.me as a possible solution for adjudication. I haven't seen any test cases of it, but on the surface it looks promising as a last resort. I will consider it for future asset issuances. I think the forum is as good a place as any for grievances to be discussed, assuming that the parties have first tried to settle the dispute in private. Of course, any discussion on the forum does not preclude parties pursuing other avenues of recourse, such as through the legal system, although in most cases this would likely prove uneconomic.

In summary, GLBSE should not take the role of contract enforcement, other than cooperating with other agencies where necessary (e.g. providing information to judge.me or following a court order). People buying an asset with a contract that reads "test" really have little recourse against an issuer in the case of disputes. Hopefully, investors will take more time doing due diligence of what they are investing in.

There's a problem with issuers being (or controlling) share holders of large portions of an asset.

I agree with 0 outstanding shares (and NO sell orders of shares!) == contract editable
I'm unsure about voting on changing contracts.

I think there should be a vote whether the terms can change and then let people change it if the shareholders agree. If they do then the contract is editable for 24 hours after the vote.

Wouldn't hurt to just make the contracts editable if there are no outstanding shares.

Issuers wanting to change their contracts could buy back all the outstanding shares at the terms of their existing contract, change the contract, and re-issue.

Otherwise, I don't think the contracts should be editable without a 100% asset holder vote, which should be fairly rare and not too hard for GLBSE to deal with via support requests, no need for new code.

Seems like anything [else] is just asking for abuse?

[ ] = fixed.

I think contracts should be able to be changed, but only by following the previous contract and not if there is still outstanding contracts still in the market.  For example, a contract that says it will buy back shares/bonds/whatever at the 5 day average wants to change their contract.  First they can buy back the contracts as they say they will, then change the contract, and then rerelease the new contract for sale.

I think there will be a lot more disputes if a contract was changed midway without the above process I mentioned.  That is more like a bait and switch, especially when the only way to keep a contract from changing is to vote against the motion.  The only other way is to sell it at a loss and that does not benefit the asset holders.

I am with you, I don't think GLBSE should be involved with this.  Let the emerging insurance industry take care of disputed contracts or judge.me or a combination of both.

You can have it in the terms that if a asset holder takes an issuer to 'court' via judge me that you will follow the settlement that jude.me recommendation.  I think 3rd party insurance would be better as they would be doing the investigation and determination of contract violations.

Of course, this is exactly what surety contract bonds are for.  A third party insures that the contractual obligations will be done.

Just fix BTCMC's contract.

Thats an easy way to do it and makes it easy to edit contracts. Otherwise you need the wiki model to know what has changed.

Well then judge.me should be in every contract and part of the verification process. I dont know about you but if I went to buy an assett and saw they were refusing to go to arbitration I would avoid their assett like the plague.

http://www.judge.me/api/v1  they have an API so it could be built into glbse.

I would note, that in the course of compiling some data on fixed rate payments, that there are contracts on GLBSE that are not being followed and the terms are changed elsewhere.  I also note that with unforeseen changes in technology, there are people wanting issuers to disregard their contracts (Gigamining in particular).

The initial point was that there are complaints against issuers not following the terms of their contracts, not about auditing issuers themselves.  If there needs to be a market surveillance committee or similar, then having that separate from the exchange might be a good idea.

(And for disclosure, I hold/trade several assets on GLBSE and am an issuer via PPT.)

Differences between versions is kind of a burdensome way to go about it. Upload a PDF, have it send a message to all holder's mail account in GLBSE and vote on a motion to accept the latest PDF which then becomes the binding contract and supersedes all others.

What usefulness could there possibly be from 'shareholders' making comments on the assets page? They can start a website, make comments on forums, etc. There is no need for GLBSE to provide a platform and it would needlessly raise GLBSE's costs.

Why have a panel review the contracts? Just provide an adjudication mechanism and enforcement method. Then the market can sort it out. Why raise GLBSE's costs? The shareholders should bear the contract review expenses.

I heard Nef is planning on implementing a nifty feature to handle contract changes where they can be editable, but changes between versions uploaded are highlighted. Being able to attach documents would be great, too. Without turning this into a feature request thread -- it's currently near-impossible to update investors except through the forum, which not everyone checks. Allowing the Issuer to able to email all security-holders would be excellent, partially so they aren't suddenly being hit with big changes to the security if they aren't constantly monitoring the security's thread on the forum, or keeping in contact with the Issuer.

I would let shareholders make comments on the assett page. But you can only make those if you own shares.

I also agree a panel reviewing contracts is a good idea.

These are the two main issues for disputes: adjudication and enforcement.

For adjudication I think judge.me is a great and cheap alternative and there is plenty of evidence for an arbitrator to sift through like the contract terms, forum threads, etc.

For enforcement I think the issuer should deposit bitcoins into escrow held by GLBSE. The amount of bitcoins in escrow should always be viewable and part of the ticker page just like the contract terms, etc.

Also, the contract page should be 'editable' but all previous versions should always be viewable. Issuers should be able to upload new PDFs that become part of the contract. These PDFs could be monthly or quarterly financial statements, material statements, etc., pretty much like 8K and 10K functionality, and not necessarily changes to the contract.

I personally wouldn't mind if all withdrawals/deposits & transfers in/out & BTC/Shares/Bonds owned on an issuer's account were simply publicly viewable. Or at least if it was an option for security issuers to enable.

I also wouldn't mind if we had a readily available area to write info/news to investors.

You know those 3 links

Well I'd recommend they get switched to a single line at the top with the tab growing/shortening if you switch/close tabs. With contract on a unique tab and company infos on another with an editable area for security issuers:

I think that placement would be clearer and easier to use as all important infos and active motions would be visible right away, yet they would take only about 60px if unexpanded.

As someone who has had several conversations with you on this subject in the past, I disagree with your statement that you do not have the ability/power to do anything. I think you have an obligation to do something!

In the event that you have the report of a violation of the terms of an offering (the contract which you are hosting through your exchange) you have been served notice that there is potentially a violation of that contract. At the very least you should freeze trading on that asset until such time as the owner of the asset has an opportunity to address the claims. This communication should be open and transparent from both the accuser and the accused. Set a fixed amount of time for the issue to be addressed, and then, based on the results of the presentations by both sides, decide which party has the greater merit, and act. That action might be to liquidate the security bond posted by the asset creator, code the asset as one that is now longer trusted, and eventually de-list it, while banning the asset creator from creating new assets, or if the claim is found to have no merit- liquidating the assets of the claimant in that issue, and banning their participation in the market for a period commiserate with the level of disruption they have cause.

If you do not have the time or desire to conduct these investigations, appoint a panel of worthy reviewers (and yes, I volunteer to be on the panel) charge the claimant a bond of 25% of his holdings in any disputed asset, which will be returned if he prevails in the matter, or forfeited to the panel if the claim is found inaccurate. Similarly, if the asset is found to be in violation, the security is forfeit to the Dispute Review Panel, and the asset is required to now post double the security bond to have trading in the asset opened up again. If an asset goes a year without a claim, refund one half of their bond, after the second year a further refund of half of the balance. This way both sides have some skin in the game, everyone has to put up to participate in the market, and spurious claims will be avoided. Any claimant found to be doing so as a means of disrupting business for another asset with groundless claims would be subject to stronger consequences.

As host for the exchange you have the absolute right to require and enforce ethical and honest behavior from users of your exchange, on both sides of the sales counter. It would be a very strong statement in favor of integrity and maturity for the GLBSE to take the lead in providing a honest trading floor.

I, incidentally, sell torches and pitchforks for bitcoin.

If someone's acting fraudulently, and they become aware of complaints which may lead to the security being frozen or punitive damages awarded, what incentive does that Issuer have to not take off and give investors absolutely nothing, given that Issuer has no qualms with defrauding investors? The IPO would be the important event for the unsavory Issuer. Once he has IPO investment money, he withdraws and disappears if GLBSE restrictions are too great. If that happens enough, the market will decide Issuers and their contracts need to be more closely examined, and it is indeed the investors' duty to perform this task, anyway - and a task they will perform otherwise if they get burned by jerk Issuers, but not a tast of GLBSE acting as the Bitcoin SEC - at least not while GLBSE lacks any serious competition (<- disclosure: not intended as threatening language. Hermes is not in development. Don't freeze me, bro!). Though creating barriers to entry prevent the petty thief, the major assholes will scam, take the next tram, and scram (sorry) until investors start raising the standard for what they invest in, and perhaps talk even more harshly/skeptically than many already do. But -- what I am ignoring are the Issuers who've made simple mistakes or oversights, who perhaps need to be reminded to be more mindful of their contract with a penalty. Are there complaints along those lines, or are they all "this dude's stealing my money, he's probably a scammer because he should quintuple my mining bond's MH/s value since others are doing it, and you should ban him from the Internet so my securities will be worthlesss."?

Funds could be audited by GLBSE staff, but funds make up a fairly small percentage of GLBSE trade volume. I don't think it's a bad idea, though. I'd volunteer for that.

+10

You could consider using judge.me.

I can't vouch for their services (having never used it), but their site looks very upstanding, and they advertise that they accept bitcoin as payment.

I mentioned this previously to the founder of the CPA insurance firm and it is being integrated into their contracts as the dispute resolution mechanism.

I can really see four ways of this becoming adopted as a dispute resolution mechanism on GLBSE:

(1) Both parties volunteer to accept the judgement of judge.me. (This would apply to disputes that exist now.)

(2) In the future, asset issuers voluntarily include judge.me as part of their contract.

(3) In the future, GLBSE requires asset issuers to accept arbitrartion from judge.me as part of the terms of issuing on GLBSE.

(4) There may be something in the GLBSE Terms of Service that allows this to be retroactively mandated (e.g. for the disputes occuring as of now), but it would surprise me.

Over the last week or so we have received a few messages from asset holders who believe that an issuer is in some way in violation of their asset contract. We have no interest in adjudicating these kind of disputes, nor do we believe it is our role/responsibility to do so.

However, it does seem like there should be some mechanism where asset holders can raise grievances they may have.

To that end we thought it would be good to start a discussion here to see what the community thinks would be an appropriate way of handling this type of situation.