Initial Coin Offerings — Emerging Practices, Risk Factors, and Red Flags

Abstract

Initial Coin Offerings (ICOs) are the most efficient means of financing entrepreneurial initiatives in the history of capital formation. ICOs minimize transaction cost, democratize finance, and in the process dis-intermediate banks. Yet, ICOs have increasingly involved cases of abuse, lacking quality, and governance concerns, precipitating calls for increased regulation. This article provides an overview of the ICO market as it exists in November 2017 including the ICO process, roadmap, market conditions, crypto economics for ICO startups, core risk factors for investors and red flags of ICO practices that require industry or regulatory improvements.

Initial Coin Offerings

Initial Coin Offerings (ICOs) provide unprecedented efficiency for capital formation in startups. ICO offer liquidity enhancement of startup finance needs through crypto investors, overcoming fundraising challenges for entrepreneurial initiatives. ICOs allow crypto startups, Fintech startups, and increasingly legacy system innovators, and the Ethereum developer community, among others, to fundraise directly in the crypto community for their activities and projects, bypassing both banking and non-banking entities (i.e. VCs) as well as their services.

1. Roadmap

ICOs are a recent phenomenon that is constantly evolving. Standard market practices for ICOs change on average every quarter. Yet, a structural pattern seems to emerge. ICOs vary but often follow a timeline sequence of structural elements. Such elements are explored below:

2. Market Environment

Several market factors significantly depressed fundraising for startups before the ICO market materialized in 2012 and accelerated in 2015. Banking regulation enacted in the aftermath of the financial crisis of 2008–09 affected the availability of resources for small and medium enterprises (SMEs), making fundraising for new entrepreneurial initiatives more difficult. Basel III has further increased capital requirements and risk weighted assets, resulting in a higher pressure on banks and their Return on Equity (RoE). While this led to more prudent business practices, it also significantly constrained the financing instruments available for SMEs and companies below-investment-grade. Moreover, the emergence of shadow banking, e.g. traditional banking services are provided by private investment funds, insurance companies, crowdfunding, and peer-to-peer lending, only marginally support the creation of new ventures and highly-innovative start-ups. ICOs’ rapid evolution was enabled in part by these negative factors that affected startup fundraising.

3. Crypto Economics

Monetary policy in crypto economics refers to the interaction of token supply, token release, and the maximum issuance of tokens in a given token issuance. An issuers’ ICOs strategy can pre-define monetary policy by predetermining the fixed number of tokens created and issued in the ICO. A maximum token issuance in combination with controlled token supply releases can result in small increases in demand driving token prices higher.

III. Disruptive Effects

ICOs have significant disruptive effects on finance. The venture capital, startups, and banking institutions are affected by the increasing prominence of ICOs in capital formation. The reorganization of capital formation with a more efficient financing tool and crypto currencies may also affect the economy as a whole.

1. Risk Factors

Several risk factors associated with ICOs affect investors. First and foremost, the 2012 to 2017 ICO model allowed cryptocurrencies to be raised via a token sale without any conditions, landmark requirements, or security measures to protect investors. Investors’ deposit of a cryptocurrency for a crypto platform in exchange for tokens that provided a right to use the platform associated crypto product in the future did not provide such investors with any or very limited influence over how such funds were used by the ICO promoters. While most issuers typically established a form of a foundation or basic contracting to supervise promoter use of ICO proceeds, the traditional ICO model, in essence, allowed the promoters / issuer to do with the ICO proceeds as they pleased. Further limitations for token holders that amount to significant risk factors include token holders’ inability, unlike shareholders in the traditional infrastructure, to vote for or against directors or to nominate directors. While institutional investors may be able to influence the promoter decisions in the ICO pre-sale, actual ICO investors typically don’t have such influence and simply need to trust the promoters and their business intent. The only real control power for token holders is their decision to hold or sell their tokens and even that may be limited until the token is fully listed on an exchange.

Intangible or No Product

Crypto platform issuances of tokens provide an intangible or no product. During the lifecycle of a crypto platform, the platform typically starts the ICO when it has an intangible product based on a basic crypto idea but typically with no product that can be associated with such idea. Accordingly, token holders typically invest in the future promise of the idea associated with the platform. While that works well with core infrastructure products such as Ethereum, most other platforms struggle to fulfill that promise.

Early Liquidity Despite Little Information Creates High Volatility

ICOs provide unprecedented liquidity without sufficient information resulting in high volatility. Unlike any prior financing vehicles, ICOs provide the highest possible liquidity for investors. Unlike typical legacy businesses that mature over time, increase available information pertaining to the business which eventually leads to a liquidity event such as an initial public offering, ICOs provide a liquidity event for promoters and investors alike at a very early stage in the lifecycle of the platform. Legacy businesses that experience liquidity events for promoters and institutional investors have been subject to reporting requirements under the federal securities laws, accounting standards, legal infrastructure requirements, among many other requirements for several years if not decades, before they can experience a liquidity event. Because of these requirements, the investing public gets significant assurances of the underlying business success of the entity which drives demand. Because ICOs take typically place at the beginning of the lifecycle of a crypto business/platform, ICOs investors typically invest — and the token exchange — on very limited information which increases volatility of the tokens and the entire cryptocurrency market. Accordingly, ICOs and cryptocurrencies are a much riskier investment. Their riskiness may, however, be offset by the near unlimited use cases for blockchain technology.

Open Source

Crypto businesses use typically open source code which creates risk factors not associated with legacy businesses. Most token offerings are based on open-source software. While it is possible to consider a token issuance with a closed system, such closed binary creates significant security concerns. By contrast, the open source code and all its features can be copied at any times. Accordingly, the utility of a token that was issued to investors can at any time be recreated in another token with the same or essentially the same features at marginal costs. Investors cannot rely on the implicit promise that the token promoters and their developers will increase the value of the acquired token and not create another token with identical features. Starting another token with the same features entails rather limited financial penalties. Moreover, if a given token offering was very successful, other promoters may have incentives to copy the token and its features. A concrete example of this risk is provided by Stellar. Stellar is in essence a copy of Ripple with almost identical features. While open-source crypto startups have licenses that help protect them from competitor companies who may be using their code for profit, legacy businesses that own their code and can sue competitors who copy such code which provides a different incentive structure and makes ICO investments riskier.

No Liquidity Preference

In the case of bankruptcy or termination of the promoter’s business / the platform token investors invested in, token holders typically do not have a liquidity preference. After the debt holders and outside creditors were satisfied with the liquidation value of the corporation, token holders typically have no recourse at all. By contrast, in a typical venture capital seed stage investment, the venture capital fund should typically obtain at least a simple liquidity preference, e.g. the venture capital fund typically will be able to reclaim their initial seed investment before other claims will be paid. Some venture capital funds can get more than their initial investment back, depending on the agreement and other factors they may obtain a 1.5 or 2 times liquidity preference. Again, by contrast, token holders typically lose everything they invested as they have no liquidity preference at all.

Legal Uncertainty

The lack of a regulatory framework creates significant legal uncertainty in the ICO market. Moreover, cryptocurrencies are censorship-resistant and arguably regulation-resistant by design, leading some to argue that regulatory uncertainty associated with coin offerings may sooner or later lead the Securities and Exchange Commission to declare ICOs illegal. Token valuation is also largely uncertain and subject to incalculable risks.

2. Red Flags

Zombie ICOs are ICOs that really have little chance of creating a successful market for their tokens. Such ICOs have become increasingly common in 2017. Zombie ICOs often cannot succinctly answer core questions in their whitepaper or in response to questions by possible investors. Their inability to respond to legitimate questions often involves addressing issues such as the core business and infrastructure problem the investment proposition solves, allocation of ICO proceeds towards building the underlying product, most viable products or pre-production solution, availability of underlying assets. Moreover business plans of Zombie ICOs often cannot clearly articulate how the product of the respective company works or why the investing public and customers should care about it. Zombie ICOs teams also often do not have sufficient experience in starting and running a business. Finally, investors often do not obtain sufficient information for their investment decision in the respective ICO.

Conclusion

ICO practices will continue to evolve and improve the capital formation for crypto startups. Bad practices in ICOs will over time be curtailed via voluntary or imposed industry practices. Through ICOs’ evolution and continuous practice improvements, the ICO industry and underlying crypto businesses can become the foundation of the emerging crypto economy.

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Professor, Emerging Technology Strategist

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Wulf Kaal

Wulf Kaal

Professor, Emerging Technology Strategist

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