What Crypto Can Learn from Public Companies

It may seem counter intuitive to say that there is a lot the crypto space can learn from traditional public equity markets. After all, the legacy financial system – with its opacity, its tendency toward oligarchy and monopoly, and its clear inefficiencies – is one of the main spheres crypto entrepreneurs are attempting to disrupt. But the fact that blockchain technology has the capacity to effect transformative change does not mean it has nothing to learn from its antecedents.

The features of the modern joint stock company were developed over many decades of trial and error through very painful mistakes. The crypto and blockchain space can do well to learn from these lessons and selectively adopt features that make sense in order to avoid making the same mistakes. Many of the features were developed to balance the competing interests of operators and investors, i.e., giving operators enough freedom to take risks and create a profitable business while at the same time giving investors/shareholders some control and oversight.

Shareholder voting and the establishment of a board of directors are also valuable features. Public companies are, in many ways, quite decentralized, although this is not coded into their DNA as it is with blockchain enterprises.

Governance power is actually distributed between the operators and shareholders. Shareholders convene on a regular basis to vote on essential matters related to the business, including whether to pay out dividends and whom to appoint to positions of top leadership. This leadership – usually comprising a board of directors that elects a chairman – is tasked with installing officers to run the business’s day-to-day operations on behalf of the larger pool of stakeholders. Leadership is ultimately responsible to the shareholders, who can remove directors.

Throughout the entire organization, the rules and processes governing the running of the business are transparent and clear to all participants. This organizational structure makes a lot of sense and provides some protection to investor stakeholders. This feature (or at least something similar to it) has been and could be implemented in token platforms to provide investors with some protection and control.  

Beyond governance, the operation of many of these companies is also surprisingly decentralized. Consider the fast food giant McDonald’s, which has a market cap of over $120 billion. Its logo, the golden arches, is recognized around the world and Chicken McNuggets and Big Macs are familiar from San Diego to Shanghai. But McDonald’s owns and operates fewer than 20% of the restaurants that bear its trademarks. Instead, the vast majority are operated as franchises. Under this model, the corporation establishes certain guidelines for the overall business – such as, for example, the recipe for french fries and the layout of stores. But the stores themselves are owned and operated by individual entrepreneurs who are better suited at managing the day to day operations and understand the unique echospace of their locations.. This decentralized model allows McDonalds to focus on big picture strategy while off loading the day to day operations to the franchisees, ultimately creating a much more successful and adaptable brand. Indeed, not all McDonalds are the same around the world.  Each market has its own unique needs and considerations. Its economic example can be instructive when designing token economies and establishing an efficient and productive split of responsibility and control based on each participant’s strengths and weaknesses.

Clearly, blockchain offers many advantages over traditional technologies and businesses. But that should not blind us to the hows and whys of the historical evolution of enterprise governance. Successes on the part of public companies can be written into code and used to make business much more efficient, if we do it right.  It is even more important that these features be considered early on in the crypto space because they need to be programmed into the token or smart contract from the beginning.

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Amy Wan

Amy Wan is Co-Founder and CEO of Sagewise, a dispute resolution infrastructure for smart contracts. Previously, she was a Partner at a boutique securities law firm and General Counsel at a real estate crowdfunding platform. Amy is also the founder and co-organizer of Legal Hackers LA, which programs around the intersection of law and technology; was named one of the one of ten women to watch in legal technology by the American Bar Association Journal in 2014; and was nominated as a Finalist for the Corporate Counsel of the Year Award 2015 by LA Business Journal. Amy has also worked in international regulatory and trade policy at the U.S. Department of Commerce, and was a Presidential Management Fellow at the U.S. Department of State and U.S. Department of Transportation. She holds an LL.M. in Public International Law from the London School of Economics and Political Science, a JD from the University of Southern California Gould School of Law, and a BA in Biological Sciences from the University of Southern California.

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