Create a default contract for share and bond assets on GLBSE

[Nefario]

As per some of the discussion on the DMC thread, there is a need to have a default contract that assets fall back to when there is no clause to handle.

It should cover as many eventualities as possible, fraud, shareholder protest, incompetence on the part of the issuer, default, and so on. The more clauses the better, and this should be for both Share and Bond type assets.

Add them to the thread below.

Nefario.

[RandomQ]

Is this going to be retro active? on current assets. I'm just curious
(Because some Assets have Bylaws that define these procedures and a retro active contract change would be a no starter for some assets owners)


But a Default contract should at the Minimum define what procedure should be taken in the event of default (IE Company Dissolving)


Some of other issues would have to be taken up in court IMHO, because some Assets are Legal Companies under the law and have protection as such.
(I have an LLC and DBA for assets doesn't everyone else?)


Event of Default

If the Event of Default all company owned assets will be sold off in a Public Method of sale (IE Auction or Ebay) to allow for maximum return to investors.
Once the liquidation of assets is completed, all proceeds will be distributed to all shares holders in equal value per share.
Once the Final payment has been made the Asset will be Dissolved and no longer exist.

[Nefario]

I'm putting this out there to get as much input from the community, if no one inputs (like, has a go at doing some of the contract) then it's going to be left up to me, which is not really what you guys want.

It's exactly what it says it is, a default contract that will be turned to when there is no clause in the issuer written contract to handle a situation.

[btharper]

Is this going to be retro active? on current assets. I'm just curious
(Because some Assets have Bylaws that define these procedures and a retro active contract change would be a no starter for some assets owners)


But a Default contract should at the Minimum define what procedure should be taken in the event of default (IE Company Dissolving)


Some of other issues would have to be taken up in court IMHO, because some Assets are Legal Companies under the law and have protection as such.
(I have an LLC and DBA for assets doesn't everyone else?)
Event of Default

If the Event of Default all company owned assets will be sold off in a Public Method of sale (IE Auction or Ebay) to allow for maximum return to investors.
Once the liquidation of assets is completed, all proceeds will be distributed to all shares holders in equal value per share.
Once the Final payment has been made the Asset will be Dissolved and no longer exist.

I think Nefario was talking about something to default back to when no other specified plan was made, not what happens when the company defaults as in going out of business. Basically a contract that all GLBSE assets must abide by unless they specify in their contracts what will be done instead.

That being said, I think it's a great idea, but it's also harder to impose on existing assets. A plan for how this affects existing assets should probably be specified, or explicitly put up for discussion.

[RandomQ]

I think the most basic contract NEEDS, how you will handle going out of business and what conditions can trigger that default.

This I think is the most important need because its how shareholders get money back?

I still want to know how these default contracts will be applied to existing assets, and when they will apply.

Because of this some assets may default/dissolve and reform on other exchanges because they consider this a Breach of Contract Between Asset Owner and GLBSE and Contract interference between Asset Owner and Share Holder.

[btharper]

I think the most basic contract NEEDS, how you will handle going out of business and what conditions can trigger that default.

Definitely a good start. It's one point that is underaddressed since no one wants to go out of business. But having a comprehensive skeleton shouldn't be a problem, anything issuers want to change they can just specify in their own contracts. Don't like it, then don't take it, say what you'll do instead and stick to it.

[Bitcoin Oz]

I dont see a problem with adopting this as a fallback contract for new assets however old ones might need a "grandfather clause" where they take a shareholder vote at least. Otherwise a third party is infringing the contract between shareholders.

Im going to let shareholders decide for BitcoinRS if its possible to do so.

[jgarzik]

As per some of the discussion on the DMC thread, there is a need to have a default contract that assets fall back to when there is no clause to handle.

Makes sense for new issues...  for existing issues, one presumes that a contract change -- even to add defaults -- requires shareholder agreement.

[RandomQ]

As per some of the discussion on the DMC thread, there is a need to have a default contract that assets fall back to when there is no clause to handle.

Makes sense for new issues...  for existing issues, one presumes that a contract change -- even to add defaults -- requires shareholder agreement.

This is the problem. The "contract" idea on the GLBSE is not a contract between the GLBSE and the asset issuer. GLBSE has supreme authority to change it's own TOS. That's just the nature of the game. Am I wrong? Doubt it. The reason is precisely because there is no body of law to govern this. The GLBSE is it's own independant authority, and Nefario makes the rules. Like it or not, that's how it is. I'm not judging anyone just stating the truth.

So I agree let's make some sort of default contract -- okay. But let's not just talk about doing it, let's actually do it. Create a panel of people to make decisions and codify the decisions as precedents. Then after a sufficient length of time, use the precedents to draft a default contract. I mean, let's get to it. This can be put into practice immediately. Or alternately let's start making proposals right now. Here's my proposal:

1. The asset issuer must respect and implement fully the result of any motion within 30 days.

Binding asset issuers to some form of public accountability is (in my mind) what this is all about. I propose the above rule as the first and most important rule of any default contract.

I consider the Contract to be between the Asset Owner and the ShareHolder. The Assets Owner Are bound by the TOS of GLBSE and not by anything else.

GLBSE TOS
https://www.glbse.com/info/terms

3.The Exchange assumes no responsibility for the terms of assets that are traded or listed on the Exchange, or for the actions of any of the Users issuing assets that are traded or listed on the Exchange.

4.It is not the Exchange's responsibility to ensure that those trading, listing, or issuing assets on the Exchange are operating according to any kind of rules, regulations, laws, or standards those trading, listing, or issuing assets on the Exchange are subject to in any jurisdiction, beyond these terms of service.

As an Asset Owner there will need to be a change of the TOS for this to go into effect. Asset Owners would then have the option of not logging in and not agreeing too those new terms.

If the new terms aren't accepted then the asset would be forced into default and follow the terms of the old contract.


But on the other hand is Asset Owners are able to craft an entire "Custom" contract that deals with all rules/regs thats handled by the default contract and its voted into passing by the shareholder and a default contract does not apply in any way to the asset. I would have no problem with this.

[RandomQ]

If contract changes that are made without shareholder majority voting approval to this contract, it will be considered void and the asset is forced into default.

In the event of default the company will be liquidated and all assets sold in a public method the proceeded of the liquidation will sent as a final payment to all share holders on record in equal portion to all shares.
Once the liquidation is completed and final payment made the company will no longer exist and no liabilities will remain.

[Lethos]

I don't have much of a legalese background, so I won't try, but I do my best to give my input.
Nearly all assets are quiet simple, they have a price they start at, they say they'll pay a certain % or static dividend.
Most should have some clause for a payback price if something goes wrong.

Two thing I suggest;

1)
I think it will help if all contracts are tied to a system which tracks if the basics are occurring, like dividends being paid out for a set amount or a % of, or customised based on various api figures, at the set interval, daily, weekly, monthly, twice a week etc.

More details need to be given surrounding basis for late payments, non-payments and in the event of stopping the share/bond, the buy back price due to this breach in contract, with time frames and penalties for any/all of them.

Securities can be both fixed dividend amounts and ranges and we have to consider moving to an automated method. Those with a dividend which could vary from 1-2% for example, would either have to make sure it's value is set to something that is valid in the contract before each pay out.

This would make it so GLBSE itself can trigger dividend payouts, instead of it having to be manual trigger. I don't run a security, so to me it has always appeared to be operated manually, rather than on auto. So aslong as their is bitcoins there, it pays out exactly as the contract states it should.

If dividends fail to be paid out, due to lack of funds, it's an automatic flag for notification something is wrong. Then it's upto GLBSE to warn him/her about a potential failure in their contract agreement. No action needs to be taken if it is fixed quickly and is within their terms to allow for penalties to be paid and is. But once outside the timeframe, then action to roll down, moved to the black market should occur, if the owner of the asset doesn't cooperate. What to do after that, I don't have any hard line advice for.

2)
Also it might be a good idea to add something that, if a stock usually pays out dividends out every 168 hours days (7 days), if you bought it less than 42 hours before it pays out dividends, you don't get included in dividend payouts (1/4 of the dividend period). Likewise a daily dividend would require you bought it 6 hours before dividend payout.
This helps the owner of the assets and prevents unnecessary payouts on investments that haven't really had time to be invested.
It would slow down people from doing quick buys and sells just for the dividends. As far as I'm aware this is not in place on GLBSE, but they do use such a system in places like the NYSE for exactly that reason.

[RandomQ]

I don't have much of a legalese background, so I won't try, but I do my best to give my input.
Nearly all assets are quiet simple, they have a price they start at, they say they'll pay a certain % or static dividend.
Most should have some clause for a payback price if something goes wrong.

Two thing I suggest;

1)
I think it will help if all contracts are tied to a system which tracks if the basics are occurring, like dividends being paid out for a set amount or a % of, or customised based on various api figures, at the set interval, daily, weekly, monthly, twice a week etc.

More details need to be given surrounding basis for late payments, non-payments and in the event of stopping the share/bond, the buy back price due to this breach in contract, with time frames and penalties for any/all of them.

Securities can be both fixed dividend amounts and ranges and we have to consider moving to an automated method. Those with a dividend which could vary from 1-2% for example, would either have to make sure it's value is set to something that is valid in the contract before each pay out.

This would make it so GLBSE itself can trigger dividend payouts, instead of it having to be manual trigger. I don't run a security, so to me it has always appeared to be operated manually, rather than on auto. So aslong as their is bitcoins there, it pays out exactly as the contract states it should.

If dividends fail to be paid out, due to lack of funds, it's an automatic flag for notification something is wrong. Then it's upto GLBSE to warn him/her about a potential failure in their contract agreement. No action needs to be taken if it is fixed quickly and is within their terms to allow for penalties to be paid and is. But once outside the timeframe, then action to roll down, moved to the black market should occur, if the owner of the asset doesn't cooperate. What to do after that, I don't have any hard line advice for.

2)
Also it might be a good idea to add something that, if a stock usually pays out dividends out every 168 hours days (7 days), if you bought it less than 42 hours before it pays out dividends, you don't get included in dividend payouts (1/4 of the dividend period). Likewise a daily dividend would require you bought it 6 hours before dividend payout.
This helps the owner of the assets and prevents unnecessary payouts on investments that haven't really had time to be invested.
It would slow down people from doing quick buys and sells just for the dividends. As far as I'm aware this is not in place on GLBSE, but they do use such a system in places like the NYSE for exactly that reason.

I can offer my insight on some of these by my personal experience running an Asset, But the others can also chime in.

Some of the contracts say the do not do timed payouts, I know of one the withholds that right and payouts out ~6 days due to market selling of Assets to pay dividends.

The method your describing on Dividend percentage reminds me of a Ponzi payout. The Divdend on normal assets are Profit of that time period. My profit Depends on my Pool Luck,Mining Costs, and uptime rate(percent of time my rigs are running correctly). Due to pool luck and what pool i use and difficulity, payout method PPS,Pro my dividend will change every week and never been the same.

Share Buyback or Bond Buyback is part of the contract and can not be forced on contracts that do not allow them. But a Asset Default where the asset is sold off and then the share holders are paid a final payment is very common.

The Dividend payout is always manually paid because unless your asset is running with a reserve to help pay out a min payout, the dividend amount will change every week.

What I do is have a public dividend address where the dividend sits for a week before payout. You could have a Dividend Payout Only Address where BTC could be sent for automated Payout as a dividend.

One of the problems is that is Lumps all coins for Sold assets into the Asset Account, and any Dividends are paid into this account.
I transfer all sales of assets payments to an Asset Sales Public Address to allow the public to see how much BTC are coming into the company, in the current setup this is hidden to the share holder.
This helps a little bit in accountability to allow people to follow the bitcoins.

It all depends on how the contract is written in what event does a default happen and what is the procedure to follow.

As for the holding time required before dividend payment, I think my contract says if you hold a share at payment point you will get a dividend. If people want to Dividend trade my asset buying before and selling after that is fine by me.
I think it effects assets more than pay monthly vs weekly.

[Korbman]

Guys, is it just me or are we getting off topic a bit?

It's exactly what it says it is, a default contract that will be turned to when there is no clause in the issuer written contract to handle a situation.

@Nefario, do you want a default contract when nothing has been submitted by the Asset Owner? Or are you looking for a clause to handle an unknown situation? If the latter, I think that would be up to the Owner on how to proceed and modify their own contact to cover the situation in the future.

For the former, a default contract should be relatively easy to create. We just need to remember that this is something to fall back on and can be used under any circumstance, so it needs to be GENERIC. You can't describe what should be done about dividends, coupon rates, buybacks, timeframes, etc, because all of that is under control of the Asset Owner regardless of whether or not they've established their contract yet. They decide how their business should be run, not a "default" contract that we all agree upon.

With that said, the object is to assign accountability to the Owner. It's something that forces the Owner to acknowledge their security while making the public aware. Usagi said it perfectly with:

1. The asset issuer must respect and implement fully the result of any motion within 30 days.

Binding asset issuers to some form of public accountability is (in my mind) what this is all about. I propose the above rule as the first and most important rule of any default contract.

It gives the Owner 30 days to create their contract and motion before they move into the Black Market (or whatever would happen, this is just an example). It can be applied to any new security, and it gives the public an idea of what will happen to the IPO if the Owner doesn't follow through.

One of the problems I've noticed (and I see others have noted as well) is that the GLBSE terms sort of conflict with all of this. They would need to be updated, specifically with greater detail, in order to allow for default contracts. Not to mention prevent other unnecessary situations (I've read up on the scammer thread ).

I'll put some thought in on this today and post back here when I have some ideas.

[Lethos]

I don't have much of a legalese background, so I won't try, but I do my best to give my input.
Nearly all assets are quiet simple, they have a price they start at, they say they'll pay a certain % or static dividend.
Most should have some clause for a payback price if something goes wrong.

Two thing I suggest;

1)
I think it will help if all contracts are tied to a system which tracks if the basics are occurring, like dividends being paid out for a set amount or a % of, or customised based on various api figures, at the set interval, daily, weekly, monthly, twice a week etc.

More details need to be given surrounding basis for late payments, non-payments and in the event of stopping the share/bond, the buy back price due to this breach in contract, with time frames and penalties for any/all of them.

Securities can be both fixed dividend amounts and ranges and we have to consider moving to an automated method. Those with a dividend which could vary from 1-2% for example, would either have to make sure it's value is set to something that is valid in the contract before each pay out.

This would make it so GLBSE itself can trigger dividend payouts, instead of it having to be manual trigger. I don't run a security, so to me it has always appeared to be operated manually, rather than on auto. So aslong as their is bitcoins there, it pays out exactly as the contract states it should.

If dividends fail to be paid out, due to lack of funds, it's an automatic flag for notification something is wrong. Then it's upto GLBSE to warn him/her about a potential failure in their contract agreement. No action needs to be taken if it is fixed quickly and is within their terms to allow for penalties to be paid and is. But once outside the timeframe, then action to roll down, moved to the black market should occur, if the owner of the asset doesn't cooperate. What to do after that, I don't have any hard line advice for.

2)
Also it might be a good idea to add something that, if a stock usually pays out dividends out every 168 hours days (7 days), if you bought it less than 42 hours before it pays out dividends, you don't get included in dividend payouts (1/4 of the dividend period). Likewise a daily dividend would require you bought it 6 hours before dividend payout.
This helps the owner of the assets and prevents unnecessary payouts on investments that haven't really had time to be invested.
It would slow down people from doing quick buys and sells just for the dividends. As far as I'm aware this is not in place on GLBSE, but they do use such a system in places like the NYSE for exactly that reason.

I can offer my insight on some of these by my personal experience running an Asset, But the others can also chime in.

Some of the contracts say the do not do timed payouts, I know of one the withholds that right and payouts out ~6 days due to market selling of Assets to pay dividends.

The method your describing on Dividend percentage reminds me of a Ponzi payout. The Divdend on normal assets are Profit of that time period. My profit Depends on my Pool Luck,Mining Costs, and uptime rate(percent of time my rigs are running correctly). Due to pool luck and what pool i use and difficulity, payout method PPS,Pro my dividend will change every week and never been the same.

Share Buyback or Bond Buyback is part of the contract and can not be forced on contracts that do not allow them. But a Asset Default where the asset is sold off and then the share holders are paid a final payment is very common.

The Dividend payout is always manually paid because unless your asset is running with a reserve to help pay out a min payout, the dividend amount will change every week.

What I do is have a public dividend address where the dividend sits for a week before payout. You could have a Dividend Payout Only Address where BTC could be sent for automated Payout as a dividend.

One of the problems is that is Lumps all coins for Sold assets into the Asset Account, and any Dividends are paid into this account.
I transfer all sales of assets payments to an Asset Sales Public Address to allow the public to see how much BTC are coming into the company, in the current setup this is hidden to the share holder.
This helps a little bit in accountability to allow people to follow the bitcoins.

It all depends on how the contract is written in what event does a default happen and what is the procedure to follow.

As for the holding time required before dividend payment, I think my contract says if you hold a share at payment point you will get a dividend. If people want to Dividend trade my asset buying before and selling after that is fine by me.
I think it effects assets more than pay monthly vs weekly.

An asset wouldn't have to pay out fixed, it could have a range and still be valid, that would just have to be stated very clearly in the template contract. I'm sure some of what I suggest won't apply to all assets, it's just ideas, a different view point that what has been said so far.

So if a asset contract thinks it can do between 0.01 and 0.05 a share and pays out between 6 and 8 days, it's still valid as long as it's states that in the system and the asset operator does that.  Also for my 2nd idea it would always go off the 8 days in that example. For ranges, they would have to be pre-set before dividends are paid out or done manually.

For a more complex example, Specifically for mining bonds, I'm sure mathematically you could write one based on difficulty (or price if needed), which is useful for these bonds and shares as it's not unusual will not pay dividends at a flat rate over time, so if your IPO start at 1 and you said you do between 0.91 to 0.02 a week * {diff equation} per share, difficulty rises massively above what you started at, say enough for it to be half the returns, you perfectly within your rights to pay out 0.05 to 0.1 until the price raises.

The point is not to penalise asset operators, it's to ensure dividends are actually clear and could be automated. Some might not choose to do automate it, but it would allow a reportable system in place to work. Nefario and other investors often do not always know something is wrong until it hits the forums.

[Korbman]

As I think more about this, I'm realizing that what we're creating shouldn't be a contract, but more of a Letter of Intent. A contract is a legally binding statement (talking broad strokes when it comes to legality here...I know bitcoins are in the gray area)...which isn't something you want 'defaulted' to when you haven't drafted up a proper document. Letters of Intent act as the sort of placeholder when no contract is currently available. They provide a set of guidelines and statements that, in this case, would express GLBSE's intentions for the Owner (because the Owner hasn't created anything for themselves).

Letters alone are not 'legally binding', which works in this situation because it wouldn't conflict with GLBSE's ToS. Instead, Nefario can alter the Terms to note that if the default Letters 'placeholder' is not followed through within 30 days (or whatever) the security will be removed from the exchange.

There are now 3 parts to this equation. GLBSE's Terms of Service apply to the Asset Owner, the contract created by the Asset Owner applies to the public/investors, and the Letters of Intent closes the gap by providing a general link between GLBSE and the public for unfinished assets.

Thoughts?

[EskimoBob]

Code:

contract A (by GLBSE and applies to all the securities)
      sub contract, security X specific 
      sub contract, security Y specific 
      sub contract, security Z specific 
      ....

What you need is a good contract A and sub contracts are only security specific but fall under the A. I proposed this in IRC few weeks ago.
Can subcontracts "change" A. I hope not if they attempt to "soften" the "A" while adding additional restrictions is OK.

[Korbman]

Code:

contract A (by GLBSE and applies to all the securities)
      sub contract, security X specific 
      sub contract, security Y specific 
      sub contract, security Z specific 
      ....

What you need is a good contract A and sub contracts are only security specific but fall under the A. I proposed this in IRC few weeks ago.
Can subcontracts "change" A. I hope not if they attempt to "soften" the "A" while adding additional restrictions is OK.

...Contract 'A' in this case is equal to GLBSE's Terms of Service...

Invoking specific subcontracts for any number of securities would be one hell of a hassle. The object is to make a list of generic, broad, statements that can cover all circumstances with ease. Remember, these are just placeholders until the Owner comes through with a Contract of their own...

[Nefario]

Code:

contract A (by GLBSE and applies to all the securities)
      sub contract, security X specific 
      sub contract, security Y specific 
      sub contract, security Z specific 
      ....

What you need is a good contract A and sub contracts are only security specific but fall under the A. I proposed this in IRC few weeks ago.
Can subcontracts "change" A. I hope not if they attempt to "soften" the "A" while adding additional restrictions is OK.

I'm speaking to a lawyer in a short time so I'll get their opinion on this (on a lot of things actually).