KoreConX launches $15M Digital Securities Offering using its own Fully-Compliant KoreProtocol

KoreConX is excited to announce its Digital Securities Offering that will utilize its own KoreProtocol. The KoreProtocol is the world’s first complete end-to-end protocol that has built-in AI to manage the entire lifecycle for tokenized securities, from issuance, trading, and all types of corporate actions.

The global securities marketplace is changing, and the future is tokenization. Combining corporate and securities law with tokenization facilitates efficient liquidity and fully-compliant transactions in multiple jurisdictions.

“We are thrilled about developing and launching our Digital Securities Offering on our KoreChain. KoreConX’s AI-enabled blockchain, based on Hyperledger Fabric and hosted at IBM, provides the highest level of security. The KoreProtocol handles the complete lifecycle of the security token, from issuance, secondary trading, and all types of corporate actions,” said Dr. Kiran Garimella, KoreConX’s Chief Scientist and CTO.

KoreConX will be working with established broker-dealers worldwide to make this initial offering of $15 million USD available to accredited investors in multiple jurisdictions (countries).

KoreConX believes in complying with securities regulation and corporate law to protect investors, issuers, and other participants in the global capital markets.

“KoreConX has been a fully operational all-in-one platform for several years helping many clients worldwide with compliance activities. The opportunities are tremendous for using tokenized securities to create efficiencies, reduce costs, and provide stronger governance for private companies. Our unrelenting focus is on ensuring the safety, security, and investor protection in global private capital markets,” said Oscar Jofre, co-founder, CEO of KoreConX.

For more information visit www.koreconx.io

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

Difference between Crypto and Security Token

Is there a difference between cryptocurrency and a security token?

The answer is yes, there is a big difference. And it is time we get these right so the thick fog around this topic can begin to clear up. It is very important to understand how each of them is very different from each other.

You probably read or hear these two words every day and in most cases in the wrong context. Before we get into the difference lets make one thing clear.

Crypto or Cryptocurrency is an alternate (i.e., non-fiat) CURRENCY
Security Token is an EQUITY POSITION IN A COMPANY

All over the web, there are many discussions, blogs, articles, and tweets on using blockchain. Of course, many of them follow to the extraordinary words “Crypto”, or “Cryptocurrency” and “Security Token”.

I am amazed by the number of people who use these two words interchangeably, yet they are so different as stated above. Let’s have a look at each one in more detail.

What is Crytpo or Cryptocurrency?
Wikipedia has a clear definition: “A cryptocurrency (or crypto currency) is a digital asset designed to work as a medium of exchange that uses strong cryptography to secure financial transactions, control the creation of additional units, and verify the transfer of assets.”

Crypto or Cryptocurrency is just a currency. Other examples of currency are Dollars, Euros, Pesos, etc. These currencies are traded worldwide by currency traders. Nowadays we have the introduction of digital currencies such as Bitcoin, Ethereum, Litecoin, etc. Wikipedia has put together a list of these digital currencies.

Currencies are regulated by a securities commission or foreign exchange agencies. The rules around who can purchase currency and trade them are very simple. In most cases, it is required to be 18 years or older. ID Verification, AML (Anti Money Laundering), and some basic KYC (Know Your Customer) will be done. Not more than this is required to purchase a currency.

For trading, the platforms will need to be registered with commissions and/or regulators in their country to legally operate the exchange. This financial regulator is regulating the currency, transfer, and trading business.

What is Security Token?
In 2017 we saw the emergence of companies issuing tokens to raise capital. In countries such as USA and Canada, regulators have been very clear on this form of capital raising.

When a company offers a token from their company for an investor to invest in, the goal is for the token to trade and gain in value. Security agencies, including the SEC in the USA and the CSA in Canada, have made it clear that when companies are conducting a token offering in which the token has the ability to trade and gain in value, it must be issued as a security token.

Security Token is a tokenized security that is issued by a company. The security represents an equity position in the company. In order to issue the security, the company must comply with regulations as to how it can market the offering, who it can attract to invest in their company, reporting requirements, trading restrictions, and custodianship (Transfer Agent) requirements.

For a company to issue a security token it must:

  • Determine what jurisdiction (countries) it wants to attract investors from
  • Determine what exemption to use to offer their security token to investors (accredited or non-accredited investors)
  • Determine trading restrictions per jurisdiction and exemption
  • Determine reporting requirements per jurisdiction and exemption
  • Determine Transfer Agent requirements per jurisdiction and exemption
  • Determine if Broker Dealer is required per jurisdiction
  • Determine what regulated ATS Secondary Market is available for trading

As you can see it’s clear how different these two are from each other and there should be no confusion going forward.

Here is how the two can come together and be used in the proper context. You can use cryptocurrency to invest in a security token offering by a company. But that can only happen as long as the company has agreed to accept this form of digital currency, the investor meets regulatory requirements, the company can offer their securities in the country (Jurisdiction) of residence of the investor, and if the company is using a broker-dealer, the dealer is also prepared to accept that form of payment.

Joining Hyperledger to Revolutionize Tokenization of Private Securities Globally

We are thrilled to announce our membership in the Hyperledger Project. This was a carefully thought-out decision, but given the nature of our business, a fairly easy one to make.

Our roots are in providing managed compliance-related services to private companies globally. Building on this experience and success, we are well into executing on our vision of revolutionizing the tokenization of private securities. The revolutionary nature of our journey is in providing an environment for security tokens that ensures full compliance, safety, and complete lifecycle management. Investor protection has always been our unrelenting focus. We look to the business requirements to drive the selection, design, and deployment of technology.

Hyperledger, with its roots in the Linux Foundation and Apache culture, gives us access to a community of dedicated practitioners and researchers in technology. Fabric, in common with the other Hyperledger projects, is all about enterprise-class applications. Anything involving money had better be serious business.

One of the most critical aspects of finance is the safety and security of transactions. Legitimate participants in the financial markets may be frustrated by the inefficiencies of regulation, but they welcome the protections offered by such regulation. Fabric chose not to create its own native cryptocurrency. This avoids the dependence on crypto-mining and its attendant issues of fraud, forking, fictitious participants, and losses. By avoiding commingling of payment mechanisms (which include legitimate cryptocurrencies) with securities instruments, we can keep our economics clean. We can also avoid confusing currency regulation with that of securities regulation.

The architecture of Fabric includes several characteristics that are highly-desirable for financial transactions: modularity, performance, scalability, and security. It also helps that many financial institutions have adopted Fabric and over 400 applications are in development on it. All this is certainly a confidence-booster.

In a series of posts, I’ll cover the various aspects of Fabric, the philosophy behind the KoreToken protocol, and how KoreChain’s business functionality fits into this solid foundation.

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.

Top Questions a Securities Lawyer will Ask an STO Issuer (in USA or Canada)

Security Token Offering is a serious business. The days of the ICO are over. These are clear messages not only from the SEC and other regulatory bodies but also from thoughtful and experienced professionals. The SEC, in particular, is delivering this message mainly through regulatory actions and the position of SEC Chairman Jay Clayton. Most recently, a federal judge ruled that the U.S. securities laws may cover ICOs, giving the Feds a much-needed victory in their battle against fraud and money laundering.

Regardless of the nuances and the debate, what should be clear to issuers who have legitimate businesses or startup plans is that investors, as well as issuers, require protection. If anything, legitimate issuers should welcome such scrutiny and regulation which ensures the market is kept free of bad actors and questionable affiliations.

However, companies considering a security token offering need to be prepared to respond to questions that their securities lawyers will ask. To this end, we reached out to top lawyers to learn which information is crucial to them when a client reaches out for advice on their Security Token.

The professionals that contributed to this list are Sara Hanks (CrowdCheck Law, LLP – USA); Ross McKee (Blake, Cassels & Graydon, LLP – Canada), Lewis Cohen (DLX Law, LLP – USA); Rajeev Dewan and Kosta Kostic (McMillan, LLP – Canada); Alessandro Lerra (Lerro & Partners – Italy), and Alan Goodman (Goodmans, LLP – Canada).

Below is the list of items on which lawyers and other advisors will be focusing. There is no particular order, but you should be ready when contacting your securities lawyer or advisors to make sure you are prepared. This list is subject to change as the market develops.

  1. What jurisdiction is your company incorporated in and in what jurisdictions is your company doing or will do business?
  2. In which countries are you planning to offer your security token?
  3. Is the company already a public reporting issuer anywhere or are any of its other classes of securities already listed on an exchange?
  4. Will you be conducting a Direct Offering or a Broker-Dealer Offering?
    1. If a Direct Offering, how will you manage all of the regulatory requirements (including “Know Your Client” requirements)
    2. If you aren’t using a Broker-Dealer and you are selling to retail investors, how will you comply with the requirements of states that require you to register yourself as an issuer-dealer?
  5. Will this be for accredited investors only or will it also be made available to non-accredited investors?
  6. How do you plan to confirm or verify accredited investor status?
  7. How do you plan to confirm or verify investors are not on prescribed lists?
  8. Do you have a method to establish the suitability of the investment for an investor?
  9. What securities law exemptions do you intend to rely on for each jurisdiction you want to sell your security token?
  10. What documentation or certification will investors be required to sign?
  11. What is your investor record-keeping system and how do you plan to handle regulatory reporting of the distribution of securities tokens?
  12. What are the tax implications of the sale of the token for both the issuer and the investor?
  13. If ongoing tax reporting (e.g., FATCA) is required, how will that be handled?
  14. Which blockchain is the token going to be created on?
  15. Does the client understand the differences between public blockchains and closed or permission blockchains?
  16. Does the platform already exist?
  17. Do you know which Security Token Protocol you would like to use?
  18. Does the Security Token Protocol manage the lifecycle, custodianship requirements, and corporate actions of the security token?
  19. Does the Security Token Protocol have the capabilities to be managed by a regulated Transfer Agent?
  20. Has the smart contract code for the token been audited by a code audit firm?
  21. What level of assurance does the code audit firm give in terms of their work?
  22. Is the Security Token Protocol implemented on robust, highly-secure, and enterprise-class technology platform?
  23. Does the blockchain for the STO prevent cryptocurrency fraud, unauthorized mining, and forking?
  24. Does the blockchain for the STO provide guaranteed legal finality for securities transactions?
  25. Does the blockchain for the STO provide for recourse with forking or technical intervention in case of errors, losses, or fraud?
  26. Is there a utility element in the token?
  27. Is the security token coupled with a cryptocurrency?
  28. Does the blockchain have a well-defined and published governance model, and are you confident that the governance processes and governing entities are credible?
  29. Does the blockchain have adoption and recognition from financial institutions?
  30. Will the tokens be immediately delivered to the purchasers?
  31. What is the stated purpose of the offering and what is the business of the issuer?
  32. Is the number of tokens fixed or unlimited? Is there a release schedule for future tokens?
  33. How many tokens, if any, are being retained by management?
  34. Will the tokens have a fixed value?
  35. How many security token holders do you expect?
  36. Are you aware of the requirements for a Transfer Agent?
  37. What are the rights of security token holders?
    1.  Voting?
    2. Dividends?
    3. Share of revenue/profits?
    4. Wind up the business?Will the purchasers be seeking a return on their investment or are they buying the token for other purposes?
  38. Will the purchasers be seeking a return on their investment or are they buying the token for other purposes?
  39. What is the exit strategy for the company?
  40. Does your company currently have a Shareholders Agreement?
  41. Does the company have a board of directors?
  42. Do you have financial auditors?
  43. Do you intend to list the tokens on any secondary markets and are those markets in compliance with regulatory requirements that apply to securities exchanges?
  44. Following issuance of the tokens, are any lock-up periods required or advisable with respect to the token?
  45. Are there any requirements that the tokens may only be traded with persons in (or outside) certain jurisdictions?
  46. Once any lock-up period has concluded, where will the tokens be able to trade?
  47. How will any applicable resale restrictions be implemented and complied with? How will subsequent sellers and purchasers of tokens be made aware of these resale restrictions?
  48. How are any requirements for the tokens to trade on a given market or alternative trading system being handled?
  49. Does the company intend to provide ongoing reporting to investors and if so, how will that be handled?
  50. Will the blockchain be used to facilitate any additional levels of transparency?
  51. What social media platforms are you using?
    1. Telegram
    2. Twitter
    3. Facebook
    4. Medium
    5. LinkedIn
  52. Do you know what limitations on communication or other requirements (such as legending or delivery of an offering document) apply to social media communications?
  53. Are you planning set up a “bounty” or similar program that offers free tokens?
  54. Will you be using airdrops?
    1. How are recipients selected and what do recipients need to do in order to receive airdrops?
    2. Have you made sure the airdrops comply with applicable securities law?
  55. Do you have a white paper?
    1. Has the whitepaper been released?
    2. Does the whitepaper include a clear business plan?
    3. What statements, representations, or comments have been made by management in the whitepaper, any other publication, or orally, about the future value or investment merits of tokens?
    4. Should the whitepaper be characterized as an offering memorandum and if so, does it have the prescribed disclosures and notices?

We hope this can assist you in preparing for your security token offering (STO). Obviously, for those who have already raised their money, tokenizing their securities will require some of the same questions.

Life of a Company

I know, the title is odd. But the goal is to show how a company is formed and what is required for it  to be maintained. What most of the public sees is only related to sales or marketing, never the insides of the corporate structure or management.

The first step each of us make is to incorporate our organization, and we are provided with the company’s papers, also known as theMinute Book”.

The Minute Book
For entrepreneurs, board directors, management, lawyers, auditors, shareholders, and broker dealers, the Minute Book is a lifeline. It is the historical log of all the key decisions and corporate actions made in the company.  Now, some of you will go to your lawyer and get a Minute Book binder, and some will go online and construct your binder.

One very important thing about your company’s Minute Book is that there is only ONE original and you must protect it. At the same time, you are required to provide access to your lawyers, auditors, board directors, shareholders, and anyone who is doing due diligence on your company.

What do you get in your Minute Book:

        • Certificate of incorporation – this provides a unique number to your company
        • The official date of incorporation in your jurisdiction
        • Bylaws: the rules you must follow in operating your company, such as
          • Number of directors
          • How many shares you can issue and class of shares
          • How to conduct board meetings
          • How to conduct shareholders meetings
          • Quorum for board and shareholders meetings

     

  • The Minute Book also has many other tabs for you to insert the ongoing corporate actions in the company.
  • The Minute Book is a living document and it requires that you update it as you are conducting your corporate actions. Those actions need to be recorded in your Minute Book and properly documented, so in the future when you are going through due diligence—for financing, acquisitions, going public, or opening a bank account—this information will be ready so you can move forward.Here is a list of some of the corporate actions your Minute Book needs to have. Some of these corporate actions will be in different sections of your Minute Book depending on how many documents are created.
          • Appointing director
          • Appointing officers
          • Notice of Shareholders Meeting
          • Opening a commercial bank account
          • Appointing auditors
          • Granting options
          • Accepting new shareholders
          • Accepting a loan, debenture, SAFE
          • Name change
          • Merger
          • Acquisition


      For each of these corporate actions, you will need directors’ resolution and/or shareholders’ resolutions and, in some cases, agreements, government filings, and regulatory filings. All of these documents will need to be stored in different sections within the Minute Book.

      This is important to know because as your company grows, more and more of these documents start to add up and the historical tracking becomes even more challenging to maintain.

      If your records are not up to date or properly recorded you will spend thousands and thousands of dollars to get those completed so that you can proceed with a transaction such as raising capital, loan, merger, acquisition, going public, etc.

      Along with managing all the corporate documents, you are also required to manage, report, and track all your shareholders on a timely basis. Depending on which exemption you used, the company would be required to provide quarterly,semi-annual, or annual reporting to your shareholders.

      I know all this might seems overwhelming. Welcome to being an entrepreneur! There are no shortcuts, but there is a way to do it so you are not burdened by all this and end up spending thousands of your hard earn money to fix issues when they emerge.

      As a fellow entrepreneur, I felt this pain. Having all these documents and no central place that everyone (board directors, shareholders, lawyers, auditors, regulators, etc.) could access 24/7, created further strain on my time.

      For a long time, I found apps that did only one thing but were not able to do all that I needed to meet my fiduciary obligations as an officer and director of my company.  It was very frustrating, but finally, in 2015 we launched the world’s first all-in-one platform—yes, an all-in-one platform—that takes care of everything I described above and so much more.

      Once you have a secure and centralized platform to bring your stakeholders, you have the assurance to meet your obligations and focus on growing the business rather than managing paper.

      No more duplicating your efforts – only do it once and KoreConX takes care of the rest.

      As you grow, the platform provides even further enhancement, so if you are a one person company or a company with 500,000 shareholders or more, KoreConX is your all-in-one platform.

A Big Lesson from the Delaware Blockchain Amendments

Andrea Tinianow, the founding director of the Delaware Blockchain Initiative (and ‘Blockchain Czarina’), recently published a very insightful article on the significant gap in the mainstream protocols for security tokens. The gap is in the way the Delaware Blockchain Amendments are interpreted by the mainstream security token platforms.

The Delaware Blockchain Amendments were an outcome of the Delaware Blockchain Initiative. The Amendments were introduced in the Delaware Senate Bill 69 and signed by the Governor on July 21, 2017. This landmark legislation allows Delaware corporations to maintain their stock ledgers on a blockchain. In making this provision, what the Delaware Bill meant was that all of the stock ledger data should be maintained on the chain, rather than only a portion of the data.

The more accurate interpretation of the provision bumps up against one limitation that public blockchains face. As the number of nodes in the chain grows dramatically—as it should in a truly decentralized system—the performance of the chain suffers. Validation, consensus, and finality take longer and longer. The problem becomes significant when security tokens are involved, since the data payload of securities transactions is much larger than the normal token payment data within Bitcoin and other payment-oriented cryptocurrencies and tokens. More importantly, contract execution is much more complicated than technical (or cryptographic) validation of transactions. Even simple contracts can generate a multitude of mini-transactions that need to follow a labyrinth of complex processes in the securities world. All this activity generates more data, exacerbating a problem that currently has no clean solution in fully decentralized public blockchains.

One way around this problem is to put securities data off-chain and store the keys on-chain. This can provide some relief on storage but probably not as much impact on performance. Even with the limited payload, the Bitcoin blockchain has grown from around 1 MB in 2010 to more than 170 GB eight years later! Transactions speeds are even less impressive. Hardcore fans of Bitcoin deem it unfair to compare its 7 transactions per second with that of Visa (which conducts around 20,000-30,000 or even more transactions per second), since Visa had over 60 years to improve its technology. Presumably, Bitcoin fans predict that Bitcoin’s transaction speed would match that of Visa if the Bitcoin network too had a couple of decades of improvements. But these arguments miss the point: by the time Bitcoin achieves Visa’s throughput, Visa itself could double or treble its own performance. Ethereum too is facing similar issues and currently experimenting with various approaches, including sharding and proof-of-stake.

In any case, putting securities data off-chain violates the provisions of the Amendments. “Thus, although the ERC-884 is designed to transfer shares of stock, the share ownership information is captured in an off-chain database,” says Andrea Tinianow, alluding to a derivative of the ERC-20 protocol. “This arrangement is in stark contrast to what was contemplated by the Delaware Blockchain Amendments….”

In contrast, the KoreChain maintains all information on the chain. Scalability and performance are not issues precisely because this is a permissioned chain with functional sharding (a topic for another blog) but no mining, proof-of-work, or proof-of-stake. The KoreToken protocol also addresses the full ecosystem of participants in securities transactions. The implementation of services is too important to leave it to interpretations and all the subsequent hassle of reconciling varied interpretations. For example, even the most basic partial sale of security tokens on a secondary market exchange requires a minimum of twenty-five separate sub-transactions involving upto five participants. In order to be robust, real-life implementations have many more steps. Currently, all these steps do take place, but the majority of them happen after the primary sale transaction occurs. These tasks fall into various groups of activities such as clearance, settlement, reporting, disclosure, and corporate record-keeping.

There is no debate that the whole process is inefficient, costly, and error-prone. This makes the process an excellent candidate for true smart contracts on the blockchain. But this does not imply that the blockchain makes these tasks unnecessary. From the context of a naive security token protocol, Andrea Tinianow points out in her article, “Tokenized shares do not eliminate many of the types of errors that are symptomatic of a system that relies on third-party intermediaries to manage and control shareholder databases.” KoreChain, engineered carefully to be fully compliant with all the complexities of securities regulation and corporate law, mitigates errors and creates efficient end-to-end securities transactions without ignoring the risks. The KoreChain implements all tasks that are mandated by securities regulation and corporate law.

A Security Token for Full Lifecycle Compliance

ICOs suffer from disapproval from not only the SEC but also several media that have banned ICO advertising. This disapproval seems justified, since many of the ICOs had no business plans, no product, no service, no credible team, and no roadmap for generating value. Of the remaining well-intentioned ones, the problem of passing regulatory scrutiny for a utility token is insurmountable since it is a utility in name while a security in intent and form. The only way out is to re-classify it correctly as a security token.

The Responsible Approach of the KoreToken Security Protocol

The ERC-20 protocol and the concept of smart contracts are steps in the right direction for many use cases and great for many applications. However, for the financial markets, we need a protocol that can meet all regulatory requirements. We have taken an approach that originates solidly from securities law. We recognize the paramount need for safety, security, and risk management. We know all parties in a securities transaction must be protected at all times – these are the investors, issuers, directors, officers, lawyers, broker-dealers, transfer agents, secondary exchanges, and secondary token holders. There must be complete traceability and auditability.

Blockchain, in creating an immutable record, guarantees validity and (perhaps eventual) finality. However, this validity is technical validity and finality is the committing of the block to the chain. In the securities world, validity and finality means a lot more. Technical validity is necessary but not sufficient. Validity should include contractual validity and legal validity. Similarly, finality is achieved only upon authorized approval of transactions. KoreChain, our implementation of blockchain using Hyperledger Fabric, addresses this broader and more comprehensive definition of validity and finality. The KoreToken protocol and specification includes modular methods to implement various aspects of business validity and finality.

A Comprehensive Specification and Implementation

The KoreToken’s specification and protocol address the requirements for data and methods for the complete lifecycle of a security token. KoreConX will itself use this specification and protocol to create its own security token as well create security tokens for its issuers. The protocol includes data and methods that fall into three broad categories: public interface layer, business layer, and governance layer. The methods themselves can be invoked by participants in various transactions.

The execution of security transactions, from issuance to corporate actions to exit, cannot happen in a vacuum. Registered entities are accountable for knowing where these securities are, who are their holders, and the state of their compliance. More than issuing a protocol, KoreConX has taken the unique approach of providing a full operational platform as well as partnerships with other participants in the ecosystem such as broker-dealers and secondary market operators. KoreConX itself is an SEC-registered transfer agent, meaning that we can offer full custodianship services for securities.

The KoreToken architecture is modular, allowing security token designers to compose entire securities transactions and implement various use cases. The heavy lifting of blockchain functionality as well as business-related functionality such as event management, transaction management and process management are handled by the KoreChain.

Please see the following Executive KoreBriefing on The KoreToken Specification and Protocol.

We will release the detailed technical whitepaper shortly.

 

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.