Self-explanatory. Listen with the volume turned up.
Self-explanatory. Listen with the volume turned up.
A fun conversation at the BlockLegalTech conference at the Chicago-Kent College of Law with my very good friend Nelson Rosario, of Smoliski Rosario Law, P.C..
Wired has announced a flash fiction contest:
Hemingway’s “for sale: baby shoes, never worn” comes to mind. fwiw here is my entry:
Not a U.S. lawyer, not your lawyer, and what follows is a blog post, not legal advice.
There has been a meme propagated in recent months by the folks over at Ripple Labs. That meme is that the cryptocurrency token known as “Ripple” or “XRP” has absolutely nothing to do with Ripple Labs the company, that XRP pre-existed Ripple Labs the company and was gifted to it, and that the protocol that runs XRP is totally decentralized, à la Bitcoin.
See, e.g., this blog post:
Or, in the alternative, Ripple’s testimony to Parliament (pay particularly close attention to the text in red):
“XRP is open source and it was not created by our company, so that existed as an open source technology. We created a company that was interested in modernizing payments and then began using that open-source tech to do so … We didn’t create XRP… What we do have is we do own a significant amount of XRP, it was gifted to us by some of the open-source developers that created it. But there’s not a direct connection between Ripple the company and XRP.”
– Ryan Zagone, Ripple Director of Regulatory Relations
Why Ripple Labs has elected to push this line of reasoning, I cannot say. If I had to venture a guess, I should think that running a company that does not manage or issue a cryptocurrency is far less of a pain in the ass than running one that does. Bolting on a token to one’s commercial offering means introducing into one’s life a panoply of the worst and best elements of the crypto world: community management, troll bot armies on Twitter, Telegram groups, Subreddits, and the like. It also promises the possibility of undertaking some of cryptoland’s most sublime pleasures, including sending some love letters to any or all of the Securities and Exchange Commission, FinCEN and the Commodity Futures Trading Commission.
Now, I don’t mean to throw shade at Ripple Labs here. More power to them. Like the famous firsts of Neil Armstrong landing on the Moon, or Charles Lindbergh flying across the Atlantic in a single-engine propeller-driven aircraft, I can think of few acts of such singular daring as voluntarily wading into an ocean of complications, licences (note: British spelling) and litigants… as a cryptocurrency issuer.
In exchange for forging ahead through these many annoyances and dangers, the possibility of vast wealth awaits the Ripplenauts on the other side, a decentralized latter-day El Dorado, with vast mountains of fidget spinner-branded treasure gleaming just beyond the shore. Equally there lies the possibility of total, abject ruin. As Kazantzakis put it in The Last Temptation of Christ, “the doors to heaven and hell are adjacent and identical.” Nowhere is this more true than in cryptocurrency issuance and investment.
With this as our background, long have I been willing to extend Ripple the courtesy of not writing about them on this blog. No longer. Unfortunately, like my friend Bitfinexed I too am a “shill for truth,” so when I see Bloomberg reporting that XRP and Ripple are totally independent of one another – specifically,
XRP, which is an independent digital asset
…which is then repeated on Twitter by folks like this charming fellow,
…I am compelled to respond. This is wrong. I was there in 2013; I remember the days when Ripple owned the fact that it had built the Ripple… excuse me, XRP… protocol. Now, when the mainstream media, like Bloomberg, start to categorize XRP as an “independent digital asset,” like Bitcoin, we should, as a community, push back.
It’s crucial to ensure the market has accurate information about how XRP was created, how consensus is achieved on the XRP ledger, and therefore how XRP should be treated by an investor running a risk analysis and making an investment decision on whether and how to buy the token. Or as my friend Colin puts it:
I set the record straight below with a helpful timeline.
Ripple Labs’ own documents speak for themselves. In my opinion the answer is “yes, Ripple created XRP, they own most of it and it was issued after company formation.” Open-and-shut determination.
Ripple Labs was incorporated as “Newcoin, Inc.” in the State of California on 17 September, 2012, at which point a de facto corporation came into being. On the 19th of September the company’s articles of association were stamped by the CA Secretary of State, at which point “Newcoin, Inc.” formally came into being.
Contrary to what many of Ripple’s defenders on Twitter and the forums claim, “Newcoin, Inc.” is, for all intents and purposes, the same company as present-day “Ripple Labs.” Newcoin, Inc. was renamed to “Opencoin, Inc.” in October, 2012. OpenCoin Inc. was later re-named to “Ripple Labs, Inc.” in 2013.
California-incorporated Ripple Labs, Inc. was then merged into a wholly-owned subsidiary, a Delaware corporation also called “Ripple Labs, Inc.,” in 2014. This is the Ripple Labs we all know and love today.
Anything done by Newcoin/Opencoin/Ripple Labs (CA) was done by a direct predecessor of the current Ripple entity that runs the business. All those names refer to the same company. For the sake of this analysis, therefore, each of the four names should be treated as if they refer to the same enterprise.
On the same date and presumably at or about the same time, the Ripple founders Arthur Britto, Jed McCaleb and Chris Larsen signed the following short-form agreement:
Now, I’m an English lawyer rather than a California lawyer (because the Countenance Divine shines forth upon England’s clouded hills, whereas California is just awful). But if this agreement were governed by English law, it would achieve three things. I’ll work through them in reverse order, because it makes more sense that way.
In the third paragraph, we have what appears to be either a very slapdash IP assignment or a reference to an IP assignment which is taking place in some agreement that’s outside of the four corners of this letter.
Crucially, the assignment shows that the intellectual property in Ripple the software was to be transferred to Ripple Labs (technically Newcoin Inc., renamed to Opencoin Inc. 30 days later, and eventually renamed to Ripple Labs, Inc.) and would thereafter be owned by Ripple Labs and not by Arthur Britto. There was, furthermore, an agreement, either here (if so, poorly drafted) or referenced here and agreed somewhere else more fully, that any further contributions by Britto or anyone of the other Founders to the Ripple software would be open-source. In exchange for that assignment, Ripple granted a lifetime licence to Britto to build apps with the coin (no word on whether that licence is assignable or not).
IMV Ripple got the better end of that deal. But I digress.
Moving up to the second paragraph, here we have the three Founders making agreements about how credits will later exist on an “Official Ledger” which “it is anticipated” (a) will have 100 billion credits and (b) if it has more credits than that, will permit Britto to acquire (again, per a fairly loosely-drafted anti-dilution provision) a number of credits, at no charge, that will bring his total holdings of credits to 2% of the total number of credits in issue.
Finally, we have the first paragraph. We know from the third paragraph that, per this agreement, Ripple Labs owns the Ripple software. We know from the second paragraph that, per this agreement, there’s going to be an Official Ledger built with the software Ripple Labs owns and, based on the construction of that paragraph, it is likely that the Official Ledger does not yet exist as it is referred to in the future tense. Therefore “Ripple Credits,” later re-branded XRP, also do not yet exist.
Now, we are told that on that Official Ledger, 80% of the Ripple Credits “shall be allocated to the Company, as determined by the percentage share of all existing Credits set forth in the ledger created, approved and adopted by the majority of Founders as the Official Ledger.” So we know that of the software Ripple owns, that does not yet exist, in relation to which an official ledger is to be created, Ripple is to be allocated 80% of the tokens thereon for its own purposes.
So when were the tokens actually created?
The first Ripple transaction in existence was made on 1 January 2013, when the network was publicly launched. We can assume that this is the “Official Ledger” as, presumably, no launch would have occurred without the requisite majority of the Founders providing their consent (and at least Chris Larsen and Jed McCaleb would have consented to this version of the ledger, based on the historical record). Ripple Labs, Inc. also will have owned all the IP in the Official Ledger if it had executed anything like market standard agreements with its founders and employees. More on IP ownership in the “conclusions” section below.
Here’s what the transaction explorer says about all of the transactions on the Ripple ledger from 17 August 2012 (a month before Ripple Labs was incorporated) through 31 December 2012:
Zero. Zilch. Donut.
So are there any transactions on 1 January? Why yes. Yes there are. 18 of them to be precise:
The terms “independent” and “digital asset” are not defined when used by Ripple, so rather than go back and forth about semantics all day, I suggest we simply ask a different question.
The question that really should be asked is “Is calling XRP an ‘independent digital asset’ potentially misleading given the factual matrix surrounding its creation and issuance?” This is a question I cannot answer; you, dear reader, will have to do that for yourself. Our information, available from public documents and block explorers, tells us:
To really drive the point home about who calls the shots about XRP, look at the branding of the product itself. When I go to Ripple’s website, on the upper right, there’s a heading that says “XRP”…
…which, if I click through, leads me to a big honking logo reading “XRP…”
…a brand name owned by none other than… you guessed it!… Ripple Labs.
If, in Ryan Zagone’s words,
XRP is open source and… was not created by our company,
…what business, exactly, did Ripple Labs have registering that trademark with the USPTO, thereby representing that Ripple Labs owned that IP, on 17 May 2013 – nearly six months after the network launched on 1 January 2013?
The Ripple vs. XRP situation appears pretty straightforward to me. All of the above makes no sense if Ripple did not create XRP, and makes perfect sense if Ripple Labs did in fact create XRP. This rather suggests that it may be less than accurate to characterize XRP as being fully independent from Ripple Labs. Certainly it is absolutely not accurate to say that XRP’s existence has always been separate from Ripple Labs.
The fact is, Ripple Labs is all over XRP. The XRP brand name is owned by Ripple Labs. The fact that Ripple Labs filed a trademark application over the word mark “XRP” six months after launch, and 8 months after Jed McCaleb’s GitHub commit on 4 November 2012 that first changed the ticker symbol from “XNS” to “XRP,” shows that (a) XRP did not exist before that date, which in any case is two months after Ripple Labs was incorporated and (b) the company regarded the “XRP” IP as its own.
From the date of incorporation onwards, the software which runs XRP appears to have been owned by Ripple Labs. The copyright notice over the software specifies that Ripple Labs began asserting copyright over the software as early as 2012, consistent with our interpretation of the “Founders’ Agreement” that appears to show the company was concerned with getting the IP in the product away from the developers and into the Ripple Labs, Inc. vehicle.
Furthermore, the software was not open-source when XRP were created, as the company claims. Rather, Rippled as a whole was closed source and proprietary until 26 September 2013. (And here’s the GitHub commit proving same), although some FOSS code was incorporated into it. Although the “Rippled” software is currently open-source, according to the License.md file currently found in in Ripple Labs’ GitHub repository, Ripple Labs continues to own and assert copyright over the protocol to this day.
Then there’s the matter of the tokens which Ripple claims it received as a “gift.” A very large number of the tokens were, are, and will likely continue to be owned by Ripple Labs. XRP tokens were not “gifted” to Ripple Labs but rather were granted to Ripple Labs by Ripple Labs itself in consideration of and in accordance with certain mutual obligations contained in a commercial contract to which the original Ripple Labs, Inc. was bound. (See, e.g., the language: “[Ripple] Credit Grant.”) This commercial understanding, when signed, was not yet implemented on an “Official Ledger” that was to be created by engineers who either founded Ripple Labs or were otherwise employed by Ripple Labs, meaning that it is exceedingly likely that Ripple Labs owned the resulting work product outright.
The “Official Ledger” was that work product. No “Official Ledger” containing XRP or any transactions on the ledger which is today used as “XRP” existed before Ripple Labs, Inc. (initially named Newcoin Inc.) was incorporated on 19 September 2012. What we call XRP came into being at Ripple Labs, Inc.’s behest and with its very close involvement on 1 January 2013 when Ripple Labs launched what was referred to in the Founders’ Agreement of 17 September 2012 as the “Official Ledger.”
The “Official Ledger” was later called the “Ripple Network” or “Ripple.” Today the “Official Ledger” is called “XRP.” It’s the same thing.
Until recently, this view was shared by Ripple Labs, who wrote in 2013 that “Ripple was created by Opencoin, Inc.” (h/t Michael del Castillo for the image.)
It doesn’t really get much clearer than that. XRP is a Ripple Labs project.
End of discussion.
And that’s fine. Many companies are embarking on token projects and I wish them all the very best of luck. However, only one company is, for whatever reason, trying to convince us that none of this ever happened. That company is Ripple Labs. And that I cannot abide.
I’ll be staying out of that debate save to say that there is disagreement, and I am happy to point you to it.
Ayes to the right:
Noes to the left:
And in the opinion of BIS:
And with that, my friends, I bid you good evening.
Today we learn that Gemini, the exchange owned and operated by the Winklevoss Brothers, has launched a “stablecoin:”
First, this isn’t an “algorithmic stablecoin” à la Basis, Reserve, MakerDAO, et al., although those schemes will no doubt point to the Winklevoss solution as a vindication of their (deeply flawed) approach to dollar parity.
A stablecoin is legit if it is convertible. If there is no convertibility, there can be no parity. Viewed thus the algorithmic stablecoins are basically accidental Ponzi schemes where you need to introduce new buyers constantly in order for the scheme to perpetuate itself, otherwise it collapses.
The Winklevoss scheme, by contrast, is a coupon which is redeemable 1:1 for an actual deposit held with a trust company or an actual bank. In this way the Gemini “stablecoin” is in fact quite similar to existing interbank solutions such as Clearmatics’ Utility Settlement Coin, save that in Gemini’s case the stablecoin is publicly viewable by anyone who wishes to inspect the smart contract and Clearmatics’ system is presumably run over a VPN.
Big question mark how this is going to be done although having seen how the Winklevoss brothers run their businesses over the past couple of years I am fairly sure they got their bases covered. I’m going to be lazy and just quote my own tweet here rather than explore this issue in detail.
tl;dr the Bank Secrecy Act and the Wu-Tang Clan have one thing in common, and that is that both of them ain’t nothing to f*** with.
The most interesting thing about this is structural: Gemini has built a public, permissioned application that effectively hybridizes the separate approaches of the coins on the one hand and the enterprise blockchain applications that have been developed on the other, to bring something to the marketplace that is unique and genuinely new.
I don’t count Tether as unique and new because of the huge question mark raised by public whistleblowers over their regulatory compliance. To do this correctly you have to do all of the regulatory legwork. Gemini appears to have done this. (…so has Paxos as well, it seems.)
Gemini’s experiment with a permissioned smart contract on a public blockchain shows that there is thought by them to be considerable value in leveraging the security and auditability properties possessed by blockchains without needing to pair them with an incentive mechanism such as a coin. Few banks would expose their own internal ledgers to the public internet. Gemini has no fear of doing this as long as this ledger is on a blockchain, meaning that tampering is very hard and they can stand up the application on the public internet, public-facing, with little fear of, say, a SQL injection attack or the like altering the records.
It logically follows that any “permissioned Ethereum” implementation a la Hyperledger Burrow or BlockApps has the same security and auditability properties running in a public setting as the main public Ethereum chain. So while Gemini is running this stuff on an ERC20 now, as Gemini wants to increase the complexity of the applications it is running – say, to run a financial instrument over the public internet – it may choose to simply deploy its own blockchains – permissioned, but publicly viewable – in future.
“Why not just use the banking system?” I hear you say. Well, the answer may not immediately be apparent because the financial products to which a GeminiCoin might be best suited do not yet exist: chiefly, fully-automatic products that need to be able to interact with suppliers and retail investors with zero supervision from a centralized authority such as a bank or a registrar, but which are readily and automatically auditable on request.
Imagine for a moment that we live in a world where asset ledgers run on their own chains that can be viewed by anybody (and transacted with by anyone), and let’s say you want to securitize a fleet of self-driving, battery-powered Amazon delivery trucks, not by pooling the trucks but by selling ownership in individual trucks that service particular neighborhoods, so people could invest in the Amazon infrastructure that they use on a daily basis.
Here, it might be possible for a holder of shares in a particular truck to run nodes on both the truck’s chain (TruckChain) and the GeminiCoin chain. The truck’s “administrator” would also run a node on TruckChain and the GeminiCoin chain. If the holder of a share in the truck (Alice) wished to sell the shares to Bob, Alice would simply post a transaction to the truck’s chain, or more properly an escrow contract, stating that the administrator of TruckChain was authorized to transfer Alice’s shares to the next user who who paid Alice a particular amount to Alice’s account on GeminiCoin chain. If Bob, who is also running a node of GeminiCoin, then does so and provides also a public key address of a keypair to be registered on TruckChain in the transaction to Alice on GeminiCoin, the administrator’s node would check the proof and transfer the ownership of the shares in the truck to Bob.
There’s no need for this to be confined to GeminiCoin, either. Any liquidity/coin provider could provide this service, so long as the admin of TruckChain is willing to read the chain and Alice is willing to accept funds from it.
Completing such a transaction would happen automatically and in a matter of seconds with zero human involvement apart from the provision of payment and address details by Bob as the buyer of the shares. The low infrastructure overhead from automating the entire process is why you can securitize the truck individually instead of pooling, say, 30,000 trucks together and creating a single bond from the aggregate cashflows arising from them. Rather than tranching up the risk, as is done today and which can operate to conceal the real risk of the investment under the right circumstances, exposure here might (e.g.) be backed by Amazon’s receivables and backed out by a bog-standard auto insurance policy.
More transparent financial system ahoy.
That said. It’s good to see people figuring out that permissioning == more functionality. Many people have given me a lot of shit for many years over “permissioned blockchains” (see e.g. this WSJ piece from 2015), which I’m pretty sure Monax invented in 2014, on the basis that “without the coin providing incentives for users to secure the network, there is no purpose to the chain.”
Or this more recent quip from Fred Wilson:
Well, Fred, I can only suggest you chew on the implications of Geminicoin, publicly-auditable trust accounts with open APIs, and fully automatic securitization of self-driving truck fleets for a little bit. After you do that, then I’d be happy to hear from you why you think permissioned blockchains don’t have a future.
I certainly think they do. But then, we’ve known that for awhile, haven’t we.
To close, here are some pictures of marmots.