试想一下，在支撑互联网运行的技术尚未大量采用之前，购买其“股份”，特别是购买全世界所有连网设备（大约50-60 亿台）都用其进行沟通的 TCP/IP 协议的“股份”。
若能将 TCP/IP 协议代币化，让该协议的购买只能通过 “TCP/IP” 代币进行（现收现付、保证金，甚至是以认购的模式进行），就能在未来高效购买核心技术的“股份”。由于代币不可改变地与其采用的技术/协议捆绑在一起，那么就能不通过代理直接拥有技术，例如持有拥有并开发该项技术的公司的资产。
第一，对于部分产品和服务而言，很难构建实用型代币的使用案例。代币常常作为计划外的添加物诞生，是 ICO 进行的必要手段，但却不是整体方案的核心层。这意味着代币购买者认为他们确实需要购买技术的“股份”，但代币发行者却很容易便能“饶过”代币（无需代币便能够使用技术/产品/服务），从而让代币作废。
第二，更重要的是，试想所有加密项目都突然受到追捧。使用者想要使用的每一样产品或服务都有不同的代币。试想您想要看电影时，需要 Netflix 代币，想要跑步时需要 Strava 代币，您查看社交信息时需要 Facebook 或 Instagram 代币，而想要看视频时则需要 Youtube 代币。
任何居住在小国家的人（例如我的家乡斯洛文尼亚）都可以告诉您每次穿越国界都需要兑换货币并没那么有趣。斯洛文尼亚很小，在首都卢布里雅那的任何一个方向驱车 2 小时，您都能到达另一个不同的国家。在欧洲经济和货币同盟（European Economic and Monetary Union）及通用货币（欧元）实施之前，所有周边国家都有它们自己的货币形式。
事实上，没人想要生活在这样的世界：需要代币才能去沃尔玛消费，需要另一种代币才能在 Safeway 买东西，还需要第三种代币才能在 Whole Foods 消费。同理，对于加密项目也是一样。
但如果一项服务能在支付产品或服务时直接提供代币交易，那么对该代币的基本需求或将为零。为什么会这样？这篇 Twitter 提供了一个很好的真实示例： https://twitter.com/bendavenport/status/1011005759637749761
简单来讲，假设每次我想要在 Netflix 上看电影，都需要 Netflix 代币进行支付。我所有的加密资金都在一种稳定的钱币里（我们叫它 EOS），在我需要支付产品或服务费时，才会将其兑换成不同的代币。在购买电影票时，EOS 将以现场比率兑换成 Netflix 代币，如此我就能够使用所需的代币向 Netflix 进行支付。同样，Netflix 是一间大型公司，它想要对冲货币风险，公司的金融专家认为 Netflix 代币的价格可能出现急剧波动，他们需要对冲货币风险。因此他们决定，一旦收到任何付款，将立即把 Netflix 代币兑换成更稳定的货币 (EOS)。在此场景下，任何人要持有该代币，都需要将 EOS 兑换成 Netflix，再进行支付，然后再反向将 Netflix 兑换成 EOS。根据区块链确认交易支付及兑换代币服务的不同速度，交易时间能短至数分钟，甚至数秒。这意味着导致代币价格上涨的基本需求几乎为零。
（免责声明： Iryo 目前使用实用型代币的模式，但方案更多在于“下注” （staking），而不是“支付”，这对我们而言更有意义）
第二项优势是流通性增加（或称为流通性溢价），Balaji Srinivasan 的描述十分贴切：“代币的价格直接取决于它的销售，其价格在全球全年无休的市场中浮动。这与资产大不相同。资产可以花费 10 年时间才流出市场，而理论上卖掉代币则仅是 10 分钟不到的事…”
若这些代币确实是资产型代币，情况就更加复杂。若代币是用以代表公司所有权，那么遗失个人私钥的潜在影响以及由此实施的修复方案则必须提前知晓。遗失私钥是否代表此人丧失公司股份？如果股权占比高于 50% 要怎么办？谁是公司实际的决策者？对其余股东有什么影响？
区块链顾问Luka Perčič 提出了一条良好的“中间路线”。
例如可以设立规则，不记名代币不能代表超过 49% 的公司股份，以确保在私钥遗失或被盗的情况下，公司过半数股份不会出现变更（中央机构知晓并登记了多数股东）。
注册代币需要严格遵守 KYC 政策，公司与政府机构（政府办事处）需要更新注册代币持有者的最新注册信息。若股东丢失私钥，股东需要再次在公司和政府办事处确认自身身份，而后将为其发放一套新的代币。旧代币将被“终止”，股东将重拾代币控制权。私钥被盗时也是类似流程。
由于代币进行了注册，因此所有者能够执行代币（资产）所有权衍生的权利与义务。代币所有者能够参与股东大会，进行投票并获得红利分配。如果公司没有遵循法律或履行自身公司章程，可由监管者执行。公司可决定授予不记名代币持有者相同的权利（非必要举措）。或者公司可以决定向不记名代币持有者发放红利，并让其参加股东选举，但前提是他们愿意遵照 KYC 程序办事。
例如，一间无法进行 IPO 的小公司，可以将其资产代币化。该公司可以在最初仅向现有股东发放注册代币。公司股份需要在政府办事处注册，而在此过程中，若公司想进一步向公开市场销售代币，政府办事处会要求公司公开部分内部商业信息。而后公司可决定进行募款活动，向公开市场发放 20% 的不记名代币。公司信息已经对开公布，任何想要参与的人都能获得相关信息。代币可以通过 ICO 发放，从此之后可在任一交易所自由买卖。
注册代币持有人可与公司及政府部门协商，可以将其注册代币转换为不记名代币，并在公开市场销售。这个过程同样适用于不记名代币持有者。想要拥有私钥恢复权的不记名代币持有者可以要求将其持有的不记名代币转化为注册代币（遵循 KYC 和 AMY 程序后可以实现）。
Anyone who’s been following the development of tokens closely knows there is a general consensus on the classification of tokens into three broad categories:
- Utility tokens,
- Security tokens,
- Equity tokens (technically a part of security tokens, but they are important enough to be a separate, stand-alone category).
Utility tokens are generated in order to tokenize a specific product or service. The tokens are then used to pay for the good that will be used or consumed.
Security Tokens represent an ownership stake in an asset. The asset can be either digital or physical.
An equity token is a stake in a particular asset — a share in a company’s equity.
By far the largest category of actively circulating tokens are utility tokens.
There are two main reasons for this:
1. Utility tokens enable tokenization where previously impossible.
Imagine the possibility of being able to purchase a “stake” in the underlying technology that powers the internet, way before mass adoption happened. In particular, imagine buying a “stake” in the TCP/IP protocol that all internet connected devices in the world (roughly 5–6 billion devices) use to communicate with each other.
If one could tokenize the TCP/IP protocol such that using it would only be possible by paying for it with a particular “TCP/IP” token (either pay-as-you-go, a deposit or even a subscription model), one could effectively be buying a “stake” in a core technology of the future. Due to the token being irrevocably tied to the underlying technology/protocol, one would own the technology directly and not through a proxy such as owning equity in the company that owns and develops the technology.
2. Avoiding financial regulations that govern securities.
With the current regulation almost anywhere in the world, it is somehow implied that consumers do not need protection when buying goods and services, but they do need protection when buying/investing in financial instruments (or at least they do not need as much protection when buying goods or services). There are some well-grounded reasons for this. It is much easier to check whether a pair of shoes are what the manufacturer claims they are, than it is to check whether a particular financial instrument (security) is what the issuer claims it is. That is why countries around the world have passed fairly complex, detailed and strict laws that govern the securities market. The anarcho-libertarian crypto movement was clearly not in favor of the traditional form of regulation and therefore decided to stick with utility tokens. This class of tokenization should in theory be far more similar to goods and services than to financial instruments.
The proliferation of utility tokens
There are now more than one thousand different tokens, most of them being self-proclaimed utility tokens.
The proliferation of utility tokens brought about two distinct issues.
First, for some products and services, it is difficult to build a use case around a utility token. The token was oftentimes derived as an afterthought, a necessary means to perform an ICO and not really a core aspect of the overall solution. This means that a token buyer thinks they are indeed buying a “stake” in the technology, however it is very simple for the token issuer to “bypass” the token (making it possible to use the technology/product/service without the token), thereby making the token obsolete.
Second, and more importantly, imagine all crypto projects suddenly gain traction. Users will need to have a separate token for every product or service that they will want to use. Imagine needing to have a Netflix token for when you want to watch a movie, a Strava token for when you go running, a Facebook or Instagram token when you look at a social feed, a Youtube token when you would like to watch a video.
Society already knows that having too many currencies lowers the overall efficiency of a market, increases transaction costs, and causes currency risk.
Multinational corporations that do a lot of business in markets with many different currencies, employ financial experts to hedge the currency risk.
Anyone living in a small country such as my home nation of Slovenia, can tell you that it is no fun having to exchange currency every time one crosses a border. Slovenia is so small that if you’re driving from the capital city of Ljubljana in any direction for about 2 hours, you end up in a different country. Before the European Economic and Monetary Union and the common currency (the EURO) was implemented, all the surrounding countries had their own form of monetary currency.
The fact is that nobody wants to live in a world where you need one token to shop in Walmart, another one to shop at Safeway and a third one to shop at Whole Foods. Same goes for crypto.
If utility tokens eventually gain traction, one of two things will be likely to happen.
Society will end up with one universal token that every vendor or service provider will accept, or each service will have its own token, but there will have to be an intermediary services that will exchange any token into any other token on the spot, instantly.
This latter scenario is problematic from the “token economy” point of view. Currently, the logic behind the value of tokens is that once a product gains traction, there will be more demand for the token, which at a fixed supply will inherently drive the price of the token upwards, rewarding early “investors” with a capital gain.
But if a service exists that offers instant token exchange when paying for a product or service, there will be little or no base demand for the token. Why is that? This twitter thread offers a good real world example: https://twitter.com/bendavenport/status/1011005759637749761.
In short, let’s assume that every time I want to watch a movie on Netflix, I need to pay for it with a Netflix token. I have all my crypto money in a stable coin (let’s say it’s EOS) and only exchange it into a different token when I need to pay for a product or service. When buying the movie, the EOS to Netflix token exchange occurs at a spot rate and I am able to pay Netflix with the required token. In turn, Netflix is a large company and wants to hedge against currency risk and so financial experts at the company decide that the Netflix token’s price is very volatile and they should hedge the currency risk. They decide that when any payment is received, there is an immediate exchange of the Netflix token into a more stable currency (EOS). In such a scenario, the only time anybody will be hodling the tokens will be the time needed to do the EOS -> Netflix exchange, settle the payment and do a reverse exchange from Netflix -> EOS. Depending on the speed of the blockchain to confirm the payment transaction and the speed of the exchange service to exchange the tokens, it could be as little as a few minutes, or eventually even seconds. This means there will be very little base demand for the token to drive the price up.
One could argue that people can still drive the price up by hodling the token out of belief that the price will appreciate, thereby reducing supply and materializing their belief (what in the traditional finance is known as a “short squeeze”). However, one could also argue that this will affect the liquidity of the token, prolonging the time needed to settle a payment and making it more difficult to hedge against currency risk. The net result could well be that the token becomes much less desirable over the long-run. And even if that is not the effect, driving the price up by artificially lowering demand is not a strategy that can work over the long run.
It is safe to say that the current utility token valuations are based on expectations of hockey stick growth purely based off demand. For the reasons explained above, this is unlikely to happen.
Does it then still make sense to have utility tokens?
(Disclaimer: Iryo is currently using a utility token model, but basing the solution more on “staking” and less on payments, which to us makes a lot more sense.)
There is an increasing number of calls for security tokens. What is particularly interesting for companies is the use of an equity token.
As explained earlier, the idea behind equity tokens is the tokenization of the ownership structure of companies themselves. This is, unlike the utility token, not an innovation in itself. For all intents and purposes, shares in publicly traded companies are the tokenization of ownership. So why would tokenizing company equity make sense?
The question that must be asked is, what are the advantages of tokenization in general? The first one was already discussed — directly owning a piece of an emerging technology (rather than owning it through a proxy, i.e. equity in a company). But that is only possible with the use of utility tokens.
The second advantage is increased liquidity (or liquidity premium), nicely described by Balaji Srinivasan: “A token has a price immediately upon its sale, and that price floats freely in a global 24/7 market. This is quite different from equity. While it can take 10 years for equity to become liquid in an exit, you can in theory sell a token within 10 minutes/…” (https://news.earn.com/thoughts-on-tokens-436109aabcbe)
The third advantage lies within larger liquidity pools. Tokens can be traded globally, non-stop, without intermediaries. This means there is potentially, by an order of magnitude, a greater number of buyers and sellers. In contrast, shares are a highly “centralized” financial instrument. They are registered with a central authority and traded on very closed and centrally-run exchanges (that close down over night, etc.). It is also very difficult and costly for a company to go through the process of listing its shares on an exchange (to hold an IPO).
The liquidity premium and the increased liquidity pools is what makes issuing equity tokens (rather than issuing shares) desirable.
Equity tokens: What are the potential problems?
1. Losing the private key.
2. Lack of financial regulation / oversight.
3. Difficulty ensuring “non-digital” rights that stem from token ownership are fulfilled.
1. Losing the private key
This is something very few people are talking about, but the first question one should seek to answer before equity tokens become a standard should be: “What happens when I lose my private key?”
In crypto, all tokens are bearer instruments, which means whoever has the instrument in their possession is the rightful owner. There is no central registry where one could ever check who the rightful owner is. Technically, the possession is demonstrated by proving you have access to the private key that corresponds to a public key that the owner claims to control.
If the private key is lost, any and all tokens under that account (i.e. the corresponding public key) are forever lost. In the case of utility tokens, that only means one has lost some money and can no longer get the product or service that they could have gotten with those tokens.
If those tokens are indeed equity tokens, the issue becomes much more complex. If a token is designed to represent ownership in a company, the potential consequence of losing one’s private keys and therefore implementing a recovery solution must be known beforehand. Would it mean that the person who lost their private key lost their share in the company? What if the stake was more than 50%? Who is the new de-facto decision maker in the company? What happens to the remaining shareholders?
2. Lack of financial regulation / oversight
There are some good reasons why the process of taking a company public is lengthy, expensive and highly codified. A company’s value is difficult to evaluate and knowing what price to pay for a share is impossible without objective information about the company. This is why with publicly traded companies, financial regulators mandate the company to expose a certain level of previously internal information so the public can make an informed decision about investing in the company.
Enforcing this is relatively easy if you only have a few centralised exchanges. When there are tens or hundreds of decentralised exchanges around the world, where anyone can list and trade equity tokens (which in itself can be issued by anyone at any time), such regulation is much more difficult to enforce.
3. Difficult to ensure “non-digital” rights that stem from token ownership are fulfilled
Owning a share in a company usually entitles the owner to participate in the distribution of the company’s profits. When a company’s shares float on a centralised exchange, there is also a central registry of all shareholders. When the company pays out its dividends, they know where and whom they need to make the payments to. In the crypto world, with no central authority or registry, that is extremely difficult to achieve.
Similarly, if a company behaves dishonestly and only pays out profits to a few selected shareholders, the regulator can detect that and step in to protect the rest of the shareholders. Detecting such dishonest behaviour in a fully decentralised world is almost impossible.
What could be a potential solution?
A good “middle path” was proposed by our blockchain advisor Luka Perčič.
The middle path would be to try to get the benefits of a liquidity premium and increased liquidity pools, while preserving ownership and ability to enforce shareholder rights.
The middle path would lead to distinct classes of equity tokens in a company. One class that requires registration with a central authority (let’s call those registered tokens) and the other class would be a bearer instrument (called bearer tokens).
One could, for example, set a rule that bearer tokens can never represent more than 49% of the company, to ensure that if the private keys get lost or stolen, there is no change in majority ownership — the majority owners are always known and registered with a central authority.
Registered tokens would need to follow a strict KYC policy, the company along with a governing authority (government agency) would need to run an up-to-date registry of the registered token owners. In case that one of those shareholders would lose their private key, they would re-identify themselves with the company and the government agency, and a new set of tokens would be issued. The old ones would be “terminated” and they would regain control of their tokens. A similar procedure would be done in case of private key theft.
The owners of registered tokens would be able to sell their tokens, but such transactions would again need to be validated and registered by both the company and the agency to make the transaction valid.
Because the tokens would be registered, it would be possible to enforce rights and obligations that stem from the token (equity) ownership. Token owners could participate in shareholder meetings, cast votes and participate in dividend payouts. If the company would fail to comply with the laws and its own articles of association, enforcement by the regulator would be possible. The company could decide to grant the same rights to bearer tokens, but it would not be required to do so. Or it might decide to pay out dividends to bearer token owners and include them in shareholder voting, but only if they would be willing to perform a KYC procedure.
On the other hand, the advantage of owning a bearer token would be the ability able to freely trade the tokens on decentralised exchanges without needing to register the transactions with any third party, thereby reaping the benefits of markets that are global and open 24/7. The trade off would be the inability to recover the tokens in case of private key loss of theft.
This structure could present an efficient way to raise capital for small and medium enterprises.
For example, a company that is much too small to perform an IPO could decide to tokenize its equity. It would start off by issuing only registered shares to existing shareholders. The shares would need to be registered with a government agency and in that process, the agency could force the company to make certain internal information about its business publicly available, in case it would ever want to sell any tokens on the open market. The company could then decide to hold a fundraising event and issue 20% of bearer tokens and sell them on the open market. The information about the company would already be publicly available and accessible to anyone who would want to participate. The tokens would be bought through an ICO and from that point onwards, free to trade on any exchange.
Owners of registered in agreement with the company and the agency could transform their registered tokens into bearer tokens and also sell them on the open market. The process would also work in the opposite way. An owner of bearer tokens, who would like to have the option of private key recovery, could ask for their tokens to be transformed into registered tokens (which could be done after a strict KYC and AML procedure).
This way, achieving a very flexible and liquid structure would be possible, while ensuring corporate rights and obligations are fulfilled. It would bring about a much needed move away from utility tokens, which are currently often chosen not because they are a good fit, but because there are no good alternatives.