Benefits of Digital Securities for Investors and Issuers

With the emergence and development of blockchain technology, digital securities have seen wider adoption by investors and investment firms. Arising from the need for protection against fraud and as a way for investors to ensure asset ownership, digital securities are a digital representation of traditional securities and follow the same regulatory rules. Since their first appearance, digital securities now include any debt, equity, or asset that is registered and transferred electronically using blockchain technology. 

Digital securities are made possible by blockchain, also known as “distributed ledger technology”. Distributed ledger technology is a database where transactions are continually appended and verified by multiple participants, ensuring that each transaction has a “witness” to validate its legitimacy. By the nature of the system, it is more difficult for hackers to manipulate, as copies of the ledger are decentralized or located across multiple different locations. Changes to one copy would be impossible, as the others would recognize it as invalid.

Distributed ledger technology allows digital securities to be incredibly secure. Ownership is easily recorded and verified through the distributed ledger, a huge benefit over traditional securities. Any transfer of digital securities is also recorded and with each copy of the transaction stored separately, multiple witnesses of the transaction exist to corroborate it. 

Traditional or digital

With traditional securities, investors can lose their certificate of ownership or companies can delete key files detailing who their investors are. Without a certificate, proving how many shares an investor owns would be incredibly challenging. In contrast, digital security ownership is immutable. Investors are protected and always able to prove their ownership since the record cannot be deleted or altered. Additionally, investors can view all information related to the shares they’ve purchased, such as their voting rights and their ability to share and manage their portfolios with both accuracy and confidence. 

Since the record is unchangeable, it also serves as a risk management mechanism for companies, as the risk of a faulty or fraudulent transaction occurring is removed. Digital securities are also greatly beneficial to the company when preparing for any capital activity since the company’s records are transparent and readily available. With traditional securities, the company would typically hire an advisor to review all company documents. If the company has issued digital securities, this cost is eliminated, as it is already in an immutable form.  

Smart contracts made possible

The use of digital securities also makes smart contracts possible, which have preprogrammed protocols for the exchange of this kind of securities. Without the time-consuming paper process, companies can utilize digital securities to raise funds from a larger pool of investors, such as the case with crowdfunding. Rather than keeping manual records of each transaction, the smart contract automatically tracks and calculates funds and distributes securities to investors. 

Companies looking to provide their investors with the ability to trade digital securities must be aware that they are required to follow the same rules set by the SEC for the sale and exchange of traditional securities, such as registering the offering with the SEC. This ensures that potential investors are provided with information compliant with securities regulation worldwide. According to the SEC, investors must receive ongoing disclosures from the issuer so they can make informed decisions regarding ownership of their securities. Companies that are not compliant with the SEC can face severe penalties and may be required to reimburse investors who purchased the unregistered offerings. 

Besides the companies offering securities, broker-dealers must also register with the Financial Industry Regulatory Authority (FINRA). Similarly, platforms on which digital securities can be traded must register as an Alternative Trading System operator with the SEC. Both broker-dealers and ATS operators can face severe penalties if not properly registered. 

Secondary market (ATS) also benefits

Possibly the greatest benefit of digital securities is that it allows for smoother secondary market transactions. With records of ownership clear and unchangeable, an investor can easily bring their shares to a secondary market. Transactions are more efficient and parties have easy access to all necessary information regarding the securities being traded, removing the friction in traditional securities. 

At KoreConX, the KoreChain platform is a fully permissioned blockchain, allowing for companies to issue fully compliant digital securities. Records are updated in real-time as transactions occur, eliminating errors that would occur when transferring information from another source. The platform securely manages transactions, providing investors with support and portfolio management capabilities. Additionally, the KoreChain is not tied to cryptocurrencies, so it is a less attractive target for potential crypto thieves. KoreChain allows companies to manage their offerings and company data with the highest level of accuracy and transparency.

Since digital securities face the same regulatory rules as traditional ones, investors are protected by the SEC against fraudulent offerings. This, together with the security and transparency that blockchain allows, creates a form of investment that is better for investors and issuers alike. Since the process is simplified and errors are decreased without redundant paperwork, issuers have the potential to raise capital more efficiently. They will also be better prepared for future capital activity. For investors, a more secure form of security protects them from potential fraud and losses on their investments. With digital securities still in their infancy, it will be exciting to see how this method of investment changes the industry. 

How KoreChain Helps Companies Raise Capital Compliantly

Recently, KoreConX’s CEO Oscar Jofre was a guest on Fintech.TV’s Digital Asset Report to discuss the KoreChain Infrastructure. Watch the full video on YouTube.

 

What is KoreChain?

The KoreChain infrastructure is a blockchain technology that can be leveraged by companies qualified with the SEC to help them raise capital. It is the first fully SEC-compliant blockchain technology to connect broker-dealers, investors, companies, secondary market alternative trading systems, banking whales,  and all stakeholders in private capital markets.

 

KoreChain overview:

  • KoreChain is a permissioned blockchain.
  • KoreChain is built on enterprise-class industrial-strength hyper ledger fabric.
  • KoreChain is safe and secure: hosted on IBMs servers with the highest level of security (FIPS 140-2 level 4).
  • KoreChain is wholly focused on tokenized securities for global private capital markets. 

 

The technology enables a roadmap that others can adopt as long as they go through the qualification process to create fully SEC-compliant stable coins, NFTs, or other blockchain offerings. By being fully SEC-compliant, KoreChain offered by KoreConX is putting best practices forward, supplying the industry with standardization about market infrastructure, regulation, and how the latest and best technology can collaborate for the best outcome.

 

Why Utilize KoreChain?

The new SEC commissioner is not against cryptocurrencies; instead, he wants these offerings to utilize regulations instead of accessing these technologies through the side or back door. Using SEC regulations provides efficiency, transparency, and secondary liquidity, particularly helpful in private markets. The KoreChain technology allows you to offer all of this when creating assets on the blockchain.

 

The characters that differentiate KoreChain from other blockchains are: 

  • Permissioned 
  • Governed (including separate audit chain)
  • Complete lifecycle management of contracts
  • Event management
  • Artificial Intelligience 
  • Modular
  • APIs that integrate with the ecosystem

 

The KoreChain is the first fully SEC-compliant blockchain that meets regulations, encouraging understanding of SEC rules, regulations, and participants. The blockchain provides added confidence, so those using blockchain technologies find the process more efficient, from the investor to everyone involved. The KoreChain is a transparent solution that shortens the cycle of creation for anyone involved because investors can follow a fully SEC-compliant playbook through the entire process. 

Forbes interview with KoreConX founders

Do you know how to invest in the private capital market?  Not many people do.  It is complicated, requires a lot of paperwork, has low transaction volume, comes with risk and volatility, and not very liquid.

Could distributed ledger technology (DLT) be used to reduce back-office fees and expand the market for this asset class?

I interviewed Oscar Jofre, CEO and co-founder of KoreConX, who believes his platform and infrastructure can help.

KoreConX is a company working to change how businesses raise capital.  Mr. Jofre is an advocate for using DLT to bring transparency to a fractured process.  Mr. Jofre mentioned, “There are over 90,000 companies in our platform from around the globe who have raised more than $6.6 billion. Companies who use the KoreConX platform raised capital working with broker-dealers or direct offerings on their own. We are purely providing the technology to make sure they are fully compliant and to manage the entire process.”

What is the private capital market?  What are the problems?

The private capital market represents companies not publicly traded on stock exchanges. Private funds, venture capital investors, and some mutual funds are typically the main buyers.  Investments can be in new start-up enterprises, mature business, or sometimes struggling firms. This type of asset is considered to be highly risky.

One critical problem, the team at KoreConX explained, was the lack of market access for small firms. Dr. Kiran Garimella, KoreConX’s CSO and CTO, said, “The majority of participants in private capital markets are smaller entities who are closely connected with local companies and investors. They cannot afford huge expenses for integrated systems.”  KoreConX specializes in connecting all sizes of firms rather than limiting their scope to more mature enterprises.  Interestingly CEO Oscar Jofre’s background is crowdfunding, which is a driving influence in his business.

Jason Futko, CFO and co-founder, said, “It is often difficult for companies in the private capital markets to identify investors to present their opportunity. The fragmentation in this market can make it difficult to find investors or other professionals to help you grow your business.”

On June 26th, 2019, Broadridge bought from Northern Trust a similar blockchain platform.  There is competition in this space from many players. Mr. Jofre said, “There are companies like Carta, Capshares, ComputerShare, AST, and Link Group that offer some of the features KoreConX provides in our all-in-one platform. We have a much different view of the market. To truly transform it, we need to make sure all participants have all the tools they need. If they don’t, then we will never see any great change in the private capital markets.”

KoreConX launched on October 11th, 2019, their new blockchain ecosystem for fully compliant digital securities worldwide.  Their mission is to ensure compliance with securities regulation and corporate law.  The KoreConX platform includes securitized token issuance, trading, clearing, settlement, management, reporting, and corporate actions.

As explained to me by the management team, the lack of data integrity and regional knowledge of jurisdictional compliance can restrict investment opportunities offered to the public.  Mr. Futko continued, “Obviously part of the solution under KoreConX has to be around connecting document fragmentation, providing access to professionals and creating trust through our blockchain, which ensures both business and regulatory logic.”

Why can blockchain technology help now?

The KoreConX team stated that the private capital markets serve over 450 million private companies worldwide today.  They have a lack of document transparency and high fees. Compare this to public capital markets, which have established listing standards and rules.  Furthermore, open markets are used every day and can handle many transactions.  Dr. Garimella said, “Blockchain offers technology that provides solid mechanisms for trust through immutability and consensus among parties.”

I asked Mr. Jofre to explain why his work was different from larger companies, like Broadridge? He responded, “KoreConX is entering a market with many providers who have a single feature or application. For private capital markets to be as efficient, as public listed markets, it needs an infrastructure layer and an application layer.  KoreConX brings both.  We do not exclude anyone because of size or geography.”

Wake up call, do you have the right chain for securities?

Polymath is the latest of the Ethereum fan club that has woken up to the fact that Ethereum isn’t the right blockchain platform for financial securities. The reasons include the permissionless and unverified participants, gas fees, unpredictable settlement, poor performance, and lack of scalability.

Vitalik himself was the first to point this out way back on May 9, 2016 (3.5 years ago—a lifetime in crypto-space) in a blog post on Settlement Finality: “This concept of finality is particularly important in the financial industry, where institutions need to maximally quickly have certainty over whether or not the certain assets are, in a legal sense, “theirs”, and if their assets are deemed to be theirs, then it should not be possible for a random blockchain glitch to suddenly decide that the operation that made those assets theirs is now reverted and so their ownership claim over those assets is lost.”

Independently, we (KoreConX) too came to the same conclusion when we first started looking for a good platform for our digital securities and our all-in-one applications that serve the market. This does not detract from the engineering prowess of the Ethereum team, who have taken on a monumental task in trying to create an open blockchain platform that is everything to everyone.

The real problem in the financial markets is that of investor safety. No amount of cryptography can guarantee the validity of participants and of transactions precisely because verification and validity is not in the technical domain. Rather, it’s in the social, economic, and regulatory domain. Blockchain will immutably commit all data regardless of its business validity, as long as it’s cryptographically valid. It is up to the blockchain applications and smart contracts to ensure business validity. This too is not a technical issue but a legal issue. Securities contracts should be authored by securities attorneys, not programmers. Indeed, smart contracts as conceived in Bitcoin and Ethereum are neither smart nor contracts. The word ‘contract’ is an obfuscation of ‘interface specification’ that is commonly referred to as a ‘contract’ between two applications in the software world. Unfortunately, 

To their credit, the thought-leaders of Ethereum were under no illusions about the supposed prowess of smart contracts, as defined within Ethereum. Vitalik Buterin, for example, tweeted back on October 13, 2018, “To be clear, at this point I quite regret adopting the term ‘smart contracts’. I should have called them something more boring and technical, perhaps something like ‘persistent scripts’.” Another Ethereum, Vlad Zamfir, preferred the term ‘stored procedures’.

The most important thing that the open blockchain community missed is that except for currency, financial securities are not bearer instruments. Creating fraudulent securities through shell companies is ridiculously easy with bearer instruments, which is why they are banned in responsible economies.

Besides the fact that securities are not bearer instruments, the public blockchain advocates seem to be coming to the realization that when securities are exchanged between two parties, independent and unverified miners have no business validating the transaction. Parties who have no fiduciary responsibilities, no regulatory mandate, or any skin in the game cannot perform business validation. Would you ask a stranger in New Zealand to approve the transfer of your shares in a private company to your friend when you, your friend, and the private company are all in the USA? As Polymath’s Dossa observers, “How ethereum settles transactions through mining also came into consideration for Polymath, Dossa said. Since miners, who process and sign-off on transactions for a fee, can operate anywhere in the world, institutions could face government scrutiny if fees are traced back to a sanctioned country.” More to the point, securities law does not recognize approvals from parties who are not associated with securities transactions.

Even as the public blockchain community tried to disintermediate regulators, when their assets were stolen from their wallets and exchanges, or the companies vanished outright, investors turned to those same regulators for recourse and recovery.

The other problematic aspect of Ethereum was the nature of finality, which in Ethereum, is statistical. This will not do in legal agreements. As we pointed out early last year in one of our KoreBriefings when evaluating Ethereum, “Finality [in Ethereum] if probabilistic and not guaranteed.” Would you sign an employment agreement where the fine print says there’s a one-in-ten chance that you would not be paid every two weeks. As Adam Dossa, Polymath’s head of blockchain, rightly observed, “At the center of contention is ethereum’s consensus mechanism, proof-of-work (PoW), which only offers a statistical guarantee of transaction finality.”

Incentives often have unintended consequences. We see this happen often with children and pets. Public blockchains are all about decentralization, but in fact miners’ incentives have all but centralized the blockchains. In contrast, consider that within KoreChain we have not left the question of decentralization to the vagaries of unknown miners. Instead, the KoreChain is engineered for decentralization. It is an implementation of the Infrastructure of Trust that currently runs in production in twenty-three countries; in barebones minimal cruising mode, it is capable of handling approximately 10 billion transactions per year (~318 tps) with consensus on business validity. KoreChain’s architecture also makes it massively scalable with very little effect on performance. However, as Vitalik rightly points out, finality can never be 100% even if the technology can achieve absolute finality, since the ultimate arbiter of finality is the legal system. For this reason, KoreChain includes KoreNodes independently are owned and operated independently by regulated entities and regulators worldwide..

If you hold fast to the idea that your powerful car is the only way to cross the ocean, you will be in for a continual hack of trying to make your car float on water. It is much better to recognize that a good ship is the right vehicle for the ocean. Many of the challenges of building a compliant securities application on Ethereum are actually unnecessary. Securities regulation in any one country is complicated enough. Multi-jurisdictional capital markets transactions compound that complexity by several orders of magnitude. Application designers should not be distracted by trying to create their own chains; instead, the real achievement lies in making securities transactions fully compliant in all jurisdictions, promoting innovation in financial markets, enabling flexibility, minimizing process costs, and providing an Infrastructure of Trust to which all regulated entities are welcome. 

The world’s capital markets are too dispersed, complex, and huge for any one participant to dominate. Revolutionizing the capital markets is only possible through collaboration. 

www.InfrastructureofTrust.com

Finality, Settlement, and Validation: The Place to Start

One of the most important concepts in capital market transactions is settlement and finality. Even though the payment infrastructure gets the majority of airtime, settlement finality is just as, if not even more, important in the securities markets. In the public markets, the structure of securities and the clearance and settlement process is quite standardized. In the private markets, a segment that is three orders of magnitude larger than the public markets, standardization does not exist. Rather than an issue, this is the strength of the private markets, since both private companies and their investors need flexibility in securities contracts. Regardless of all this, settlement finality is equally important in both markets.

The issue of settlement finality actually applies to all legal contracts in the sense that terms and conditions cannot be stated in probabilistic terms. Would you sign an employment agreement where the fine print says there is a one-in-ten chance that you would not be paid every two weeks?

In justifying Polymath’s latest move to abandon Ethereum as their platform of choice for security tokens, Adam Dossa, Polymath’s head of blockchain, rightly observed, “At the center of contention is ethereum’s consensus mechanism, proof-of-work (PoW), which only offers a statistical guarantee of transaction finality.” As we pointed out early last year in one of our KoreBriefings where we evaluated Ethereum, “Finality [in Ethereum] is probabilistic and not guaranteed.” Probabilistic or even statistical finality in legal agreements just will not do.

In “Principles of Market Infrastructure,” a publication of the Bank of International Settlements, Principle 8 (Settlement Finality) requires that “An FMI [Financial Markets Infrastructure] should provide clear and certain final settlement, at a minimum by the end of the value date. Where necessary or preferable, an FMI should provide  final settlement intraday or in real-time.”

Note the definitive language of “clear and certain final settlement.” This excludes probabilistic or statistical finality. Melvin Eisenberg, Professor of Law at the University of California, Berkeley, says, “The classical law approach to the certainty principle reflects the binary nature of classical contract law. Indeed, this approach is often referred to as the all-or-nothing rule.”1  Prof. Eisenberg goes on to provide examples of the “rejection of a probabilistic analysis.” While much of that treatment is related to damages due to non-performance of contracts, the concept of certain finality is quite relevant for securities transactions. This is a serious issue that has lately garnered a lot of attention.

Settlement finality is a statutory, regulatory, and contractual construct.2  Settlement is actually a two-step process: first is the operational settlement, which consists of all the steps using technology or otherwise to complete the process of trade, transfer, or corporate action. The second step is the legal settlement that happens when the regulatory framework provides the final approval, at which point a transaction is deemed to be fully settled. The problems due to the uncertain nature of operational settlement in Ethereum are well-known, even if generally ignored. The concept of legal settlement, on the other hand, simply does not even exist in the security token protocols based on Ethereum.

Blockchain technology must first achieve operational finality before the regulatory framework can certify legal finality. Public blockchains can only specify probabilistic and statistical finality. Smart contracts have to also provide for legal settlement. A permissioned blockchain such as Hyperledger Fabric is designed for guaranteed finality. The KoreProtocol of KoreChain, a blockchain application built on Fabric for managing the entire lifecycle of private securities, is designed to ensure legal finality also. One example of legal finality is that directors’ approval of private securities trades under certain conditions, as set forth in the shareholder agreement, is necessary before such trades are deemed to be final. The KoreProtocol is designed to capture this requirement and the KoreChain is designed to implement it.

While Polymath is the latest of the Ethereum advocates that has woken up to the fact that Ethereum isn’t the right blockchain platform for financial securities, they have not been the first. Several private companies, their securities attorneys, broker-dealers, and many other participants have noticed this deficiency and chosen to go with permissioned chains such as the KoreChain.

More significantly, Vitalik himself was the first to point this out way back in May of 2016 (over three years ago—a lifetime in crypto-space) in a blog post on Settlement Finality: “This concept of finality is particularly important in the financial industry, where institutions need to maximally quickly have certainty over whether or not the certain assets are, in a legal sense, “theirs”, and if their assets are deemed to be theirs, then it should not be possible for a random blockchain glitch to suddenly decide that the operation that made those assets theirs is now reverted and so their ownership claim over those assets is lost.”

Advocates of public blockchain also seem to be coming to the realization that when financial securities are exchanged between two parties, independent and unverified miners have no legal authority for validating the transaction. Parties who have no fiduciary responsibilities, no regulatory mandate, or any skin in the game cannot perform business validations. Would you ask a stranger in New Zealand to approve the transfer of your shares in a private company to your friend when you, your friend, and the private company are all domiciled in the USA? As Polymath’s Dossa observers, “How ethereum settles transactions through mining also came into consideration for Polymath. Since miners, who process and sign-off on transactions for a fee, can operate anywhere in the world, institutions could face government scrutiny if fees are traced back to a sanctioned country.” More to the point, securities law does not recognize approvals of securities transactions from parties who are not associated with or have any fiduciary responsibility for securities transactions.

Principles of settlement finality and authoritative validation of transactions remain some of the most important cornerstones of establishing trust in the financial markets infrastructure. It is up to the blockchain application designers to understand the spirit and intent of these principles and select technologies that facilitate the implementation of such principles rather than hinder them. It is up to the business participants (company management, securities attorneys, and broker-dealers) to recognize the importance of these principles and the limitations of some blockchain platforms.

Incentives often have unintended consequences. We see this happen often with children and pets. Public blockchains are all about decentralization, but in fact miners’ incentives have all but centralized the blockchains. In contrast, consider that within KoreChain we have not left the question of decentralization to the vagaries of unknown miners. Instead, the KoreChain is engineered for decentralization. It is an implementation of the Infrastructure of Trust that currently runs in production in twenty-three countries; in barebones minimal cruising mode, it is capable of handling approximately 10 billion transactions per year (~318 tps) with consensus on business validity. KoreChain’s architecture also makes it massively scalable with very little effect on performance. However, as Vitalik rightly points out, finality can never be 100% even if the technology can achieve absolute finality since the ultimate arbiter of finality is the legal system. For this reason, KoreChain includes KoreNodes that are owned and operated independently by regulated entities and regulators worldwide.

If you hold fast to the idea that your powerful car is the only way to cross the ocean, you will be in for a continual hack of trying to make your car float on water. It is much better to recognize that a good ship is the right vehicle for the ocean. Many of the challenges of building a compliant securities application on Ethereum are actually unnecessary. Securities regulation in any one country is complicated enough. Multi-jurisdictional capital markets transactions compound that complexity by several orders of magnitude. Application designers should not be distracted by trying to create their own chains; instead, the real achievement lies in making securities transactions fully compliant in all jurisdictions, promoting innovation in financial markets, enabling flexibility, minimizing process costs, and providing an Infrastructure of Trust to which all regulated entities are welcome. 

1 Foundational Principles of Contract Law, Melvin A. Eisenberg
2 http://yalejreg.com/nc/on-settlement-finality-and-distributed-ledger-technology-by-nancy-liao/

The world’s capital markets are too dispersed, complex, and huge for any one participant to dominate. Revolutionizing the capital markets is only possible through collaboration. 

www.InfrastructureofTrust.com

Many Rights Make the KoreProtocol Right

Over the last few weeks, we have seen the highly entertaining farce of Craig Wright claiming to be Satoshi Nakamoto by registering a copyright to the original bitcoin whitepaper and code. He may very well be Satoshi. However, registering a copyright does not confer an official recognition of identity. Wei Lu, CEO of Coinsumer, proved it. Reacting to the press releases and social media statements made by Craig Wright and his supporters, the US Copyright office took the extraordinary step of publicly refuting the claim that a copyright registration is the same as official & proven recognition. This prompted the subject line of Coindesk’s May 23rd Blockchain Bites email: “Wright is wrong.”

The public blockchains provide an endless source of fun. Whatever their faults, one can’t blame them for being boring. The responsible, permissioned chains are, in contrast, boring. KoreChain in particular is relatively dull to thrill-seeking outsiders, while extremely exciting to those who truly understand private capital markets and how the KoreProtocol is spearheading innovation for private issuers and investors.

The KoreProtocol defines many types of shareholder rights in private digital securities. These rights, some mandatory and some discretionary, are well-established in securities law and corporate law. The innovation and complexity of shareholders rights is only limited by the willingness and imagination of the participants. In the absence of automation and a single source of immutable truth, the implementation of rights can become a bureaucratic nightmare. This, more than anything, becomes a limiting factor for innovative contracts. By defining shareholder rights rigorously in the KoreProtocol and implementing the full workflows in KoreChain for their exercise, the KoreProtocol and the KoreChain take away the pain and effort of managing these rights. This opens up private capital markets to very flexible and complex shareholder agreements to suit the needs of the participants.

The KoreProtocol and the implementation within KoreChain include rights such as (to give a few of the more prominent examples):

  1. Voting/non-voting
  2. Financial participation in the form of dividends or revenue
  3. Distribution of revenue or dividends as cash, reinvested securities, or other forms of payment
  4. First right of refusal
  5. Tag-along rights
  6. Drag-along rights
  7. Pre-emptive rights

Each of these rights and their numerous variations have implications and consequences in secondary market trading and in corporate actions. The KoreProtocol provides a structured way to define these rights and their impact on securities transactions. The KoreProtocol implements complete end-to-end management of financial transaction processes, some of which may be very long-running.

The definition of protocol functions to handle all the complex scenarios in securities transactions is not a trivial undertaking. However, it is much easier than the actual implementation of the protocol since that requires handling long-running processes and making tradeoffs between manual and automated processes, data sharing mechanisms, and choice of endorsers. Every step of the process must be fully compliant with securities laws, corporate laws, and the provisions of the underlying contracts.

Trying to shoehorn securities transactions into inadequately defined protocols and delegating the implementations to someone else is to do the worldwide financial community a huge disservice. Implementing the rights of issuers and investors is a very complicated undertaking. For example, ERC-1404, in the words of its creators, “…solves for the compliance challenges that are part of the issuance process and beyond.”

How does ERC-1404 solve the problem of whether senders can send tokens to a receiver and whether receivers can receive tokens from a sender? By defining two functions: CanSend() and CanReceive(). The github code itself shows one function:

detectTransferRestriction(fromAddress, toAddress, numTokens) //I made it a bit readable.

With no trace of irony, the authors of this protocol point out that: “The specific logic covering who can send and receive can be configured outside the token contract itself.”

It is easy enough to write protocols as long as we leave the messy details of implementation to someone else!

In reality, the transfer of digital securities in a fully-compliant way is quite complicated. It is not just a matter of “who can send and receive”, but also a question of the circumstances under which securities can be transferred or not. There are complex workflows and numerous checks that need to be followed before any transfers, whether P2P, beneficial, or trade-related, can occur. The checks relate to the jurisdictions and exemptions under which the securities are issued, domicile of the participants, securities laws that govern all subsequent inter- and intra-jurisdictional securities transactions, corporate laws, the rights spelled out in the shareholders’ agreements, and the presence or absence of various types of events such as corporate actions, regulatory actions, and economic events.

To be fair, the creators of simplistic protocols may very well be aware of these complexities; however, the fact remains that they come nowhere near expressing the richness and complexity of global private capital markets. Also, they offer no guidelines for implementation or even a hint of the treacherous complexities.

At KoreConX and in KoreChain, knowing the business as we do by being an SEC-registered transfer agent, we chose to not only develop a comprehensive protocol but also implement it in all its complexity. Tapping into our worldwide partner network of securities lawyers, secondary market operators, broker-dealers, academics, and other thought-leaders, we tackled the problem by creating a legal base that incorporates much of the complexity of securities law and corporate law worldwide. This includes inter-jurisdictional transactions, Blue Sky laws in the US, Canadian provincial laws, etc.

Private capital markets provide enormous flexibility for creating complex shareholders’ agreements. We have so far not seen two offerings or agreements that are similar. The public markets are relatively standardized, which can be a strength in terms of offering liquidity at the expense of flexibility of contracts. Private companies and their investors want more control and flexibility.

By incorporating the various types of rights (some mandatory, some optional, and some that are negotiated) into the KoreProtocol and implementing through the KoreChain, our mission is to create the right infrastructure to preserve and foster innovation in global private capital markets while also furthering the cause of efficient liquidity.

www.koreconx.com

www.KoreConX.io

KoreChain & KoreContract

What is the KoreConX blockchain strategy & why choose KoreChain?

In this video, KoreConX Co-Founder and CEO, Oscar Jofre, and our Chief Scientist/CTO, Kiran Garimella, share the details of our permissioned blockchain. Built on the Hyperledger Fabric, it is secure and governed with the ability to have full lifecycle management of contracts for tokenized securities for global private capital markets.

 

Technologies of Blockchain – Part 2: Distributed Systems

We saw in Part 1 that linked lists provide the conceptual foundation for blockchain, where a ‘block’ is a package of data and blocks are strung together by some type of linking mechanism such as pointers, references, addresses, etc. In this Part 2, we will see how this simple concept gives rise to powerful ideas that lay the foundation for distributed systems.

What happens when one of the links in the linked list or one of the computers (aka, ‘nodes’) in a distributed system falls sick (and responds slowly), gets taken down (‘hacked’), or dies? How does the full list (or chain) recover from such tragic events? This brings us to the notion of fault tolerance in distributed systems. Once changes are made to the data in one of the nodes (blocks), how do we ensure that the same information is consistent with other nodes? That introduces the requirement for consensus.

Pushing the analogy of the linked list a bit further, algorithms that manage linked lists are carefully designed not to break the list. Appending links to the end or the front, for that matter, is an easy operation (we just need to make sure that the markers that indicate the start and end of the list are updated correctly). However, removing a link (or member of the chain) or adding one is a bit trickier. When it is necessary to remove or insert into the middle of the list, it’s a bit more complicated, but a well-understood problem with known solutions. We won’t go into the specifics in this article because the intent is not to describe these operations but to convey a high-level historical perspective.

In distributed systems, fault tolerance becomes a very important topic. In one sense, it is a logical extension to managing a linked list on a single computer. Obviously, in real-world applications, each of the nodes in a distributed system are economic entities that depend on other economic entities to achieve their goals. Faults within the system must be minimized as much as possible. When faults are inevitable, recovery must be as quick and complete as possible. Computer scientists began studying the methods of fault tolerance in the mid-1950s, resulting in the first fault-tolerant computer, SAPO, in Czechoslovakia.

Besides fault tolerance, when information needs to be added to the distributed system (a bit like adding, deleting, or updating the elements of a linked list), the different parties must agree. The reason for agreement is that the data that goes into the ‘linked list’ is data that arises out of transactions between these parties. Without agreement, imagine the chaos! My node would record that I sent you $90 while your node would record only $19! Or, if I send you payment for a product, I expect to receive the product. There should be agreement, settlement, and reconciliation between the transacting parties. A stronger requirement in distributed systems is that once the parties agree to something, the data that is agreed upon cannot be changed by one of the parties without the concurrence of the other party or parties. The strongest version of this requirement is ‘immutability’, where it is technically impossible to make any changes to data that is agreed to and committed to the chain.

Fault-Tolerance and Consensus

Distributed systems, therefore, require fault-tolerance, consensus, and immutability in varying degrees, depending on the needs of the business. Mechanisms for fault-tolerance and consensus evolved since the early days. Notable developments are:

  • Byzantine Fault Tolerance (BFT) by Lamport, Shostak, and Pease in 1982, to deal with situations where one or more of the nodes in the distributed system become faulty or malicious.
  • Proof-of-Work (POW), first described in 1993 and the term coined in 1999, which is a technique for providing economic disincentives for malicious attacks. A precursor idea of POW was proposed in 1992 by Cynthia Dwork and Moni Naor, as a means to combatting junk mail—a problem that was already a significant nuisance way back in 1992!* Their solution was to require a sender to solve a computational problem that was easy enough for sending emails normally but becomes computationally expensive for sending massive amounts of junk emails.
  • Hashcash, a POW algorithm, was proposed by Adam Back in 1997. This was used as the basis of POW in bitcoin by Satoshi Nakamoto in 2008, which brought awareness of POW to a much wider audience.
  • A high-performance version of BFT, called Practical Byzantine Fault Tolerance (PBFT), by Miguel Castro and Barbara Liskov, in 1999; and so on.
  • Paxos**, a family of consensus algorithms, has its roots in a 1988 work by Dwork, Lynch, and Stockmeyer, and first published in 1998 (even though conceived several years earlier) by Leslie Lamport.
  • Raft consensus algorithm was developed by Diego Ongaro and John Ousterhout. Published in 2014, it was designed to be a more understandable alternative to Paxos.

State machine replication (SMR) is a framework for fault-tolerance and consensus is a way to resolve conflicts or achieve agreement on the state values. SMR’s beginnings are in the early 1980s, with an influential paper by Leslie Lamport, “Using Time Instead of Timeout for Fault-Tolerant Distributed Systems” in 1984.

In Part 3, we will do a high-level review of mechanisms designed to keep distributed systems secure, consistent, and able to handle large volumes of transactions.

Read Part 1: The Foundations, Part 3: Cryptography, Scaling, and Consensus, and Part 4: Conclusion

*Their paper, “Pricing via Processing or Combatting Junk Mail”, begins with a charming expression of exasperation: “Some time ago one of us returned from a brief vacation, only to find 241 messages in our reader.”

**No known relation to the blockchain company, Paxos.com

Technologies of Blockchain – Part 1: The Foundations

Blockchain is not just a single technology but a package of a number of technologies and techniques. The rich lexicon in the blockchain includes terms such as Merkle trees, sharding, state machine replication, fault tolerance, cryptographic hashing, zero-knowledge proofs, zkSNARKS, and other exotic terms.

In this four-part series, we will provide a very high-level overview of each of the main components of technology. In reality, the number of technologies, variations, configurations, and considerations of trade-offs are numerous. Each piece in this puzzle was motivated by certain business requirements and technical considerations.

In this first part, we look at the origins of the ‘chain’ and the most important technological advancement that makes blockchain (and all e-commerce) possible, i.e., the Internet.

While there have been genuine innovations within the last decade, blockchain’s underlying technologies are mostly quite old (in computer science time scale). Let us unpack a typical blockchain to trace out the origins of the constituent technologies. In this short post, I’ll only point to a very small (some may say, infinitesimally small) subset of the historical origin of technologies that make the modern blockchain possible. I’ll make no attempt to trace the development of these concepts from origin to the present time (that would fill up several books). The fact that blockchain’s technologies have a long and respectable history should help us gain confidence that blockchain, as a technology, is not some fly-by-night, newfangled idea cooked up by the crypto fandom.

What is less certain and much more controversial is the economic justification for blockchain (or at least some types of blockchain), ranging from the unrealistic expectation that it is a panacea for all of humankind’s ills (most optimistically, for social and economic inequities), to the total and premature dismissal of blockchain in its entirety.

The Beginnings

At the conceptual heart of blockchain is the ‘chain’. By definition, the links of the chain are, well, linked. It’s a list of data elements or packets of information (in blockchain, these are called ‘blocks’) that are linked. A blockchain is, therefore, a type of linked list.

The concept of a linked list was defined by pioneers of computer science and artificial intelligence, Alan Newell, Cliff Shaw, and Herbert Simon, way back in 1955-56.

In the early days of computer science, data and processing power lived on individual computers. Soon, people wanted these computers to ‘talk’ to each other. The grand idea of an Intergalactic Computer Network was put forth by J. C. R. Licklider as early as 1963. Unfortunately, even after half a century of rapid development, we have achieved only a planetary-wide Internet so far. An ‘intergalactic’ network is still a few years away!*

These ideas and the need to connect dispersed computers gave rise to wide-scale distributed systems in the 1960s-70s, with the advent of ARPANET and Ethernet. Technically, these linked computers are not necessarily treated in the same way as a traditional linked list that lived on one computer, but the conceptual idea is similar. When data and computational power get dispersed, layers of management, coordination, and security become increasingly important.

Blockchain would not exist without the Internet, which itself would not exist without TCP/IP, developed by Bob Kahn and Vint Cerf in the 1970s and ‘80s. Along the way, some scientists managed to have some fun too. They carried out an April Fools prank in 1990 by issuing an RFC (1149) for IPoAC protocol (IP over Avian Carriers, i.e., carrier pigeons). The punch line was delivered in April 2001 when a Linux user group implemented CPIP (Carrier Pigeon Internet Protocol) by sending nine data packets over three miles using carrier pigeons. They reported packet loss of 55%. A joke that takes a decade to pull off is practically Saturday night live comedy in Internet time scale!

In part 2, we will see how the extension of the concept of linked list on the Internet leads to distributed systems, the attending challenges, and their solutions.

Read Part 2: Distributed Systems, Part 3: Cryptography, Scaling, and Consensus, and Part 4: Conclusion 

*We first need to take care of a minor detail: find or colonize alien planets in this and other galaxies.

Forking – the New ‘F’ Word in Blockchain

Forking seems to be an integral part of the Blockchain architecture. This is due to Blockchain’s decentralized nature and the need to establish systemic trust among multiple participants (who are generally unknown to each other and therefore untrustworthy by definition).

To most of the non-technical population and a fair amount of the technical population as well, the forking phenomenon can be baffling and sound like a soap opera. The reasons for forking range from upgrades to the blockchain (for implementing some technical features such as expanded block size), migration of signatures to extended blocks (the SegWit fork on bitcoin), and disagreements on how to handle errors or losses.

To the extent that a chain relies on decentralization, operational forking is inevitable, since all transactions need to be validated and accepted by everybody or by a quorum. The volume of transactions can become huge. The way miners select transactions from the pool to validate and create blocks results in non-determinism. Different validators end up working on different blocks, causing little sub-chains to sprout like weeds in a garden. Eventually, one of the blocks wins out and its branch becomes the official continuation of the chain.

What happens to the other sub-chains? They wither and die. This is an integral part of the technology and perfectly proper, since it is a result of the inherent non-determinism in the generation of transactions and in the selection of transactions to validate. Remember, there is no central authority that coordinates all this, hence the need for a process of continual discovery of the most valid block and the most valid corresponding branch of the chain.

Unfortunately, regardless of the technical necessities, all this sounds like the result of squabbles in the blockchain community. The major forks in the Bitcoin and Ethereum communities, such as Bitcoin Cash and Ethereum Classic, are indeed serious disagreements with proposed changes. Besides the ever-present threat of malicious intent, these disagreements occur between well-meaning participants. In traditional centralized systems (whether software or not), these disagreements also exist, but they get resolved one way or the other before deploying the solution to the users. In some dispersed systems, such as professional associations, the protocol for change management is well-established. However, disputes occur in public blockchains while the chain is “in production” and participants can steer the chain to express their preference. It’s a bit like giving uncooperative front-seat passengers their own steering wheels.

Decentralized systems are double-edged swords, or should we say, spiny hedgehogs? Decentralization brings freedom from central authority. Whether this is viewed as good or bad depends on the issue at hand. But the one thing decentralization guarantees is a lot of debate, some chaos, sometimes no resolution, and (hopefully less often) a break-away of a splinter group in the form of a forked chain.

Decentralization is not necessarily good for everything, every time, and everybody. When pushed to the mat, most people would rather give up privacy for security and safety. Similarly, I suspect most would choose control and certainty over change, chaos, and confusion. As they say in the Six Sigma community, variance is worse than a bad mean. The possibility of forking in blockchains introduces an element of uncertainty that is less in users’ control or understanding than the uncertainty of change driven by a centralized governing body.

Blockchain is not one tool. The right flavor of blockchain must be applied correctly to the appropriate problem. Just as you can’t eat soup with a fork, you can’t deal with the soup of regulated securities with a forked chain, or more accurately, with a spoon that you don’t own or control, and which can splinter into a fork at any time.

KoreSummit is honored to have Mr. David Weild IV as its keynote speaker

The first KoreSummit event just got even more interesting. We are thrilled to announce Mr. David Weild IV, the father of the JOBS Act, as our keynote speaker. Weild is currently CEO and Chairman of Weild & Co.

He also gathers the expertise of the most competitive stock markets, as he was a former Vice Chairman and executive committee member of NASDAQ, and spent years running Wall Street investment banking and equity capital markets businesses.

Weild will speak at 1 p.m. at the KoreSummit New York. This is an invite-only event. Seats are limited, but you can still apply to attend here: https://koresummit.io/apply/

KoreSummit – an opportunity to learn about what is a fully compliant Security Token

Security Token – and all the technology and buzzwords that go with it – is not an easy topic. Search these terms online, and you can get lost in a labyrinth of links, manuals and definitive guides. Above all, you will find many experts that will guarantee this is the next big thing and they know all about it.

The complexity surrounding the security tokens is second only to the importance it carries in the financial world. It can indeed be the next big thing. If companies get the foundation and development of security tokens right, this has the potential to bring down the market as we know today.

Which only adds more pressure to get to the right information. Take, for instance, the thousands of ICO that emerged with the blockchain phenomena. Thousand of investors thought they were well informed and ended up victims of scams.

If you want to invest in the blockchain, by buying security tokens or offering it through your own company, you better listen to experts. That is why events such as the KoreSummit, in which renowned professionals share their insights with the public, are so important.

No wonder this is an invite-only event. This is exclusive information that you may not get elsewhere. All aspects around the new KoreToken protocol, including the KoreChain, Hyperledger Fabric, and Security Tokens will be discussed with the public.

Usually, you would pay a significant fee to access this type of information. But the KoreSummit is for free, in the same spirit of the KoreConX platform.

You can apply for the event here, and our team will review your application.

Hope we can meet there.

Introducing the KoreChain

The KoreChain is the first blockchain on a serious industrial-strength infrastructure that is focused exclusively on the complex world of global financial securities. The KoreChain is a permissioned Hyperledger Fabric blockchain. This gives it the native advantage of Fabric, a blockchain platform that has been engineered from the ground up for handling enterprise-class applications. KoreChain is implemented on IBM’s hosting platform since it provides the highest level of security as define by the US National Institute for Standards and Technology.

In electing Hyperledger Fabric to be the foundational blockchain infrastructure for KoreChain rather than Ethereum, we made a clear commitment to good engineering, enterprise-class architecture, and implementation with well-established tools rather than new and untested programming environments.

Hyperledger Fabric Strengthens KoreChain

The following benefits of Fabric come to us practically out of the box:

  1. Membership and access-rights management: The securities world has many complicated rules about data privacy, KYC, AML, need-to-know, etc. Some of these vary by region or by exemption rules. In addition to regulatory constraints, the platform also has to accommodate privacy conditions of participants in various transactions. Fabric provides this flexibility through channels.
  1. High levels of performance and scalability: Securities transactions are more complicated than point-of-sale authentication and authorization. While all securities transactions don’t require response and completion within seconds (as, for example, in trading), the sheer volume of multiple transactions and subsidiary events in capital markets requires a robust infrastructure that can stand up to spikes and also support secondary trading.
  2. Security and safety: The combination of Hyperledger Fabric and the hosting infrastructure at IBM provide a protected environment that includes end-to-end cryptography and the highest level of security defined by the US National Institute of Standards and Technology (NIST), the level 4 of FIPS 140-2, that includes, for example, Hardware Security Modules.

KoreChain’s Specialized Capabilities

In addition to these, KoreChain provides a number of specialized capabilities such as several layers of artificial intelligence, event management, and transaction management for securities.

All this makes the KoreChain an industrial-strength engine for KoreContracts, which are true smart contracts for financial services. One special category of KoreContracts is the  KoreTokenContract, which is the fundamental template for KoreTokens. The KoreChain is carefully designed to ensure a safe and secure environment for security tokens and their management throughout their entire lifecycle, including provision for various corporate actions.

More on these exciting developments in subsequent blogs and articles!
Please see the following introductory Executive KoreBriefing on What is KoreChain?
We will release the detailed technical whitepaper shortly.