The Rise Of Smart Securities And Private Blockchains

The offerings of digitized securities are expanding rapidly. In January, I attended Atomic Capital’s Digital Asset event, at which they announced a partnership with Agenus a Biotech company, offering a digital security around a drug in clinical trials. The initial asset to be tokenized is the future US asset sales of AGEN2034, a PD-1 inhibitor. They are calling it BEST – Biotech Electronic Security Token.

The same month, Templum announced a partnership with IPwe, the world’s first global patent transaction platform, to unlock the value of patents to qualified investors for an underutilized segment of the balance sheet. IPwe laid the groundwork for this new asset class by developing the artificial intelligence and Hyperledger-based tools needed to identify, research, maintain and transact in patents. This offers companies a new opportunity to obtain financing based on the investments they’ve made into their patent portfolio.

At the event, I was able to sit down with the extraordinary Vincent Molinari, CEO of Templum Markets and Co-Founder of Templum Inc. Vince is a well-recognized industry leader in digital securities, technology and regulation. Templum is a fintech and blockchain holding company that is focused on the modernization of securities laws that intersect with the emerging technology.

Joining Mr. Molinari’s perspectives are those of Templum’s esteemed Head of Strategy and General Counsel Annemarie Tierney, former Head of Strategy at NASDAQ Private Market.  As a former securities lawyer, I agree with Tierney and Templum that the laws created in the 1930’s do need modernizing with this new asset class. Templum will continue to innovate in creating necessary new market infrastructure in clearing, settlement, custody and transfer of digital assets as securities that will allow large pools of institutional capital to enter the market.

How would you summarize where we are with digital assets today?

(Molinari) A. Blockchain’s potential to impact the securities industry has never been more evident and, in many ways, it feels as though the industry is on the verge of meaningful adoption across a number of key asset classes. Continued guidance and engagement from regulators and legislators, along with strategic institutional investment, will help lead the digital asset industry to new heights in 2019.

What explains the move in nomenclature from the alphabet soup of acronyms like ICOs, STOs and TAOs to smart securities?

(Molinari) A. As the digital asset industry matures, market participants are increasingly distancing themselves from the ICO phenomena of 2017 and early 2018, offerings that we  long argued were unregistered security offerings. This trend is important for both prospective issuers and investors since the underlying properties of an ICO and a digitized, smart security offering could not be more different. As part of this process, the industry will look to move away from terms like “token”, “STOs” and “TAO” and towards terms like “smart securities” and “digitized” or “digital securities,” all of which are part of the broader “digital asset” industry.

Enterprise blockchain company Symbiont has been using the term “smart securities” since 2015, categorizing tokens as “old technology that didn’t offer the level of sophistication of its smart securities project.” This language transition will be critical in gaining mainstream adoption for digital assets represented by securities. Just as most issuers are unaware of the technology (or lack thereof) underlying traditional equity offerings, distributed ledger technology used to facilitate smart security offerings should be out of sight and out of mind for issuers and investors alike. Few people know how AWS works…it just does, as should be the case for these new programmable financial instruments.

What do you see is the role of legislators in the burgeoning market and what sort of activity do you foresee on Capitol Hill?

(Tierney) A. The rise and fall of the crypto markets and the problematic practices associated with the ICO space over the past few years has resulted in increased awareness and focus on the digital asset industry from Congressional leaders. While there is a recognition that this new asset class is not going away, legislators will continue to grapple with the question of how to best harness this innovative technology so the United States can remain competitive, while also providing important investor protections. This will provide a real opportunity for bipartisan collaboration, particularly around legislation separating utility tokens from digitized securities issued on a private, permissioned blockchain solution.

We’ve already seen early evidence of this approach with the proposed “Token Taxonomy Act of 2018,” which attempts to define the term “digital token” and to specify cryptocurrencies like Bitcoin and Ethereum would not be subject to SEC-purview once they become a fully functioning network. This bipartisan bill sponsored by Reps. Darren Soto, R-Ohio, and Warren Davidson, D-Fla, is the first of what will likely be a number of attempts in 2019 to provide legislative clarity around digitized securities and areas where blockchain technology can add efficiency to our existing public market infrastructure.

And what do you foresee coming out of regulators to address the unique challenges of balancing innovation of smart securities issuance and trading with investor protections?

(Tierney)  A. In 2019, the SEC will continue to provide guidance around the issuance and trading of digitized securities, balancing their aim to not stifle innovative technologies in the securities markets against important investor protections. Additionally, the SEC will continue to use a combination of enforcement actions, investor bulletins and public speaking engagements as methods to “regulate” the digital asset industry. We also anticipate that the SEC will deliver more complete guidance, encouraged by a growing number of letters authored by congressmen and congresswomen, on what types of digital assets are securities, providing clarity on requirements for post-trade functions such as clearing and settlement, and proposing appropriate changes to the rules for qualified custodians.

We believe that specific guidance and clear rules and regulations are critical to providing more certainty for issuers, investors and service providers in the digital asset space, enabling significant growth and potentially unlocking tremendous value.  We believe that digital assets that are securities present unique regulatory challenges that cannot only be addressed by tailored regulation. As the use of blockchain technology in the financial services industry continues to grow in 2019, along with the issuance and trading of digitized securities, we expect to see the development of best trading practices across the space. In light of these developments, we expect that FINRA will integrate the trading of digital assets into its exam modules for market participants who intend to engage in such activities.

The trading of digital assets requires specialized knowledge in order to be conducted in a compliant manner. This includes an understanding of blockchain technology, its uses and potential risks, as well as regulatory frameworks for different types of assets. The addition of information regarding the sale and secondary trading of digital assets during FINRA exams will demonstrate the significant progress the digital asset industry has made since the ICO boom days of 2017. Ultimately, this will lead to new levels of engagement and participation from institutions, as well as better protections for investors.

How do you view the role of public versus private blockchains, and are we at an inflection point in terms of adoption?

(Molinari) A. As 2018 saw the market for security token offerings and tokenized asset offerings begin to take shape, in 2019, we expect to see growing acceptance and adoption of a regulatory compliant iteration of these transactions involving digitized securities representing a variety of asset classes. Ultimately, we believe that widespread adoption of digitized or smart securities will require certain levels of regulatory licensing and a move to private, permissioned blockchains to facilitate these transactions.

While public blockchains can be useful in increasing efficiency and transparency for a range of industries (i.e., supply chain management), we believe that public decentralized blockchains, such as ERC-20, will prove to be unsuitable for the securities industry, especially institutional engagement. To our mind, a move to a private, permissioned blockchain solution will separate smart securities from other solutions in the digital asset and cryptocurrency spaces.

Do you see a correlation between public market volatility and private market opportunities?

(Molinari) A. 2018 was the worst year for stocks since 2008, with the S&P, Dow, and Nasdaq down 6.2%, 5.6% and 4% respectively. As central banks globally begin the process of quantitative tightening, coupled with softening economic data, most market pundits have expressed an expectation of continued volatility throughout 2019. And, while many are projecting a robust 2019 IPO market with late stage unicorns such as Uber, Lyft, Pinterest, and Slack  all reportedly preparing for IPOs in the first half of 2019, suitable IPO windows will close quickly if market volatility resumes. If this occurs, it would continue a growing trend of companies staying private longer (the median time to IPO in the late 90s was ~3.0 years compared to ~7.5+ years today, underscoring the growing importance of a robust secondary market for private assets).

As more value accrues in the private markets, we’ve seen institutional investors move downstream with asset managers and hedge funds raising private market vehicles for the first time. With new investment vehicles deploying more capital into private markets and companies choosing to stay private longer, a continuation of this trend at this late stage in the cycle will only further highlight the importance of smart securities.

It is widely believe that custody or “good control” locations will spur institutional flows. Can you elaborate?

(Tierney) A. Questions regarding the custody of digitized securities will continue to represent a gating factor for many participants eager to enter the smart securities space. We believe, however, that few market participants truly understand that a “custody” solution is not a required element for the issuance and trading of private unregistered securities. The SEC’s rules and requirements around custody, are, in fact, currently applicable only to publicly registered securities. Despite this fact, the SEC and FINRA are questioning potential market participants on how they intend to provide custody solutions around private unregistered digitized securities, creating a good deal of uncertainty and confusion.

In our view, the anticipated high degree of tradability of digitized securities along with institutional demand for “good control” will drive the need to develop a custody solution for private, unregistered digitized securities that will be a key piece of the new market infrastructure being developed around these assets. In our opinion, a well-developed market infrastructure, combined with access to private, permissioned liquidity provided in a transparent and immutable manner, will result in growing acceptance across a wide range of issuers and investors. Institutional capital, bound by fiduciary obligation, will find comfort in the increased levels of security, process and certainty afforded by private, permissioned blockchains.

For Templum, and all of the other companies innovating in the space, 2019 may not define, but will certainly move along the evolution of, answering some of these regulatory and technical issues… as well provide as interesting issuances to watch!


Article first appeared January 30, 2019 on Forbes.com.