More on Entrepreneurship/Creators
Bastian Hasslinger
3 years ago
Before 2021, most startups had excessive valuations. It is currently causing issues.
Higher startup valuations are often favorable for all parties. High valuations show a business's potential. New customers and talent are attracted. They earn respect.
Everyone benefits if a company's valuation rises.
Founders and investors have always been incentivized to overestimate a company's value.
Post-money valuations were inflated by 2021 market expectations and the valuation model's mechanisms.
Founders must understand both levers to handle a normalizing market.
2021, the year of miracles
2021 must've seemed miraculous to entrepreneurs, employees, and VCs. Valuations rose, and funding resumed after the first Covid-19 epidemic caution.
In 2021, VC investments increased from $335B to $643B. 518 new worldwide unicorns vs. 134 in 2020; 951 US IPOs vs. 431.
Things can change quickly, as 2020-21 showed.
Rising interest rates, geopolitical developments, and normalizing technology conditions drive down share prices and tech company market caps in 2022. Zoom, the poster-child of early lockdown success, is down 37% since 1st Jan.
Once-inflated valuations can become a problem in a normalizing market, especially for founders, employees, and early investors.
the reason why startups are always overvalued
To see why inflated valuations are a problem, consider one of its causes.
Private company values only fluctuate following a new investment round, unlike publicly-traded corporations. The startup's new value is calculated simply:
(Latest round share price) x (total number of company shares)
This is the industry standard Post-Money Valuation model.
Let’s illustrate how it works with an example. If a VC invests $10M for 1M shares (at $10/share), and the company has 10M shares after the round, its Post-Money Valuation is $100M (10/share x 10M shares).
This approach might seem like the most natural way to assess a business, but the model often unintentionally overstates the underlying value of the company even if the share price paid by the investor is fair. All shares aren't equal.
New investors in a corporation will always try to minimize their downside risk, or the amount they lose if things go wrong. New investors will try to negotiate better terms and pay a premium.
How the value of a struggling SpaceX increased
SpaceX's 2008 Series D is an example. Despite the financial crisis and unsuccessful rocket launches, the company's Post-Money Valuation was 36% higher after the investment round. Why?
Series D SpaceX shares were protected. In case of liquidation, Series D investors were guaranteed a 2x return before other shareholders.
Due to downside protection, investors were willing to pay a higher price for this new share class.
The Post-Money Valuation model overpriced SpaceX because it viewed all the shares as equal (they weren't).
Why entrepreneurs, workers, and early investors stand to lose the most
Post-Money Valuation is an effective and sufficient method for assessing a startup's valuation, despite not taking share class disparities into consideration.
In a robust market, where the firm valuation will certainly expand with the next fundraising round or exit, the inflated value is of little significance.
Fairness endures. If a corporation leaves at a greater valuation, each stakeholder will receive a proportional distribution. (i.e., 5% of a $100M corporation yields $5M).
SpaceX's inherent overvaluation was never a problem. Had it been sold for less than its Post-Money Valuation, some shareholders, including founders, staff, and early investors, would have seen their ownership drop.
The unforgiving world of 2022
In 2022, founders, employees, and investors who benefited from inflated values will face below-valuation exits and down-rounds.
For them, 2021 will be a curse, not a blessing.
Some tech giants are worried. Klarna's valuation fell from $45B (Oct 21) to $30B (Jun 22), Canvas from $40B to $27B, and GoPuffs from $17B to $8.3B.
Shazam and Blue Apron have to exit or IPO at a cheaper price. Premium share classes are protected, while others receive less. The same goes for bankrupts.
Those who continue at lower valuations will lose reputation and talent. When their value declines by half, generous employee stock options become less enticing, and their ability to return anything is questioned.
What can we infer about the present situation?
Such techniques to enhance your company's value or stop a normalizing market are fiction.
The current situation is a painful reminder for entrepreneurs and a crucial lesson for future firms.
The devastating market fall of the previous six months has taught us one thing:
Keep in mind that any valuation is speculative. Money Post A startup's valuation is a highly simplified approximation of its true value, particularly in the early phases when it lacks significant income or a cutting-edge product. It is merely a projection of the future and a hypothetical meter. Until it is achieved by an exit, a valuation is nothing more than a number on paper.
Assume the value of your company is lower than it was in the past. Your previous valuation might not be accurate now due to substantial changes in the startup financing markets. There is little reason to think that your company's value will remain the same given the 50%+ decline in many newly listed IT companies. Recognize how the market situation is changing and use caution.
Recognize the importance of the stake you hold. Each share class has a unique value that varies. Know the sort of share class you own and how additional contractual provisions affect the market value of your security. Frameworks have been provided by Metrick and Yasuda (Yale & UC) and Gornall and Strebulaev (Stanford) for comprehending the terms that affect investors' cash-flow rights upon withdrawal. As a result, you will be able to more accurately evaluate your firm and determine the worth of each share class.
Be wary of approving excessively protective share terms.
The trade-offs should be considered while negotiating subsequent rounds. Accepting punitive contractual terms could first seem like a smart option in order to uphold your inflated worth, but you should proceed with caution. Such provisions ALWAYS result in misaligned shareholders, with common shareholders (such as you and your staff) at the bottom of the list.
Sanjay Priyadarshi
3 years ago
Meet a Programmer Who Turned Down Microsoft's $10,000,000,000 Acquisition Offer
Failures inspire young developers
Jason citron created many products.
These products flopped.
Microsoft offered $10 billion for one of these products.
He rejected the offer since he was so confident in his success.
Let’s find out how he built a product that is currently valued at $15 billion.
Early in his youth, Jason began learning to code.
Jason's father taught him programming and IT.
His father wanted to help him earn money when he needed it.
Jason created video games and websites in high school.
Jason realized early on that his IT and programming skills could make him money.
Jason's parents misjudged his aptitude for programming.
Jason frequented online programming communities.
He looked for web developers. He created websites for those people.
His parents suspected Jason sold drugs online. When he said he used programming to make money, they were shocked.
They helped him set up a PayPal account.
Florida higher education to study video game creation
Jason never attended an expensive university.
He studied game design in Florida.
“Higher Education is an interesting part of society… When I work with people, the school they went to never comes up… only thing that matters is what can you do…At the end of the day, the beauty of silicon valley is that if you have a great idea and you can bring it to the life, you can convince a total stranger to give you money and join your project… This notion that you have to go to a great school didn’t end up being a thing for me.”
Jason's life was altered by Steve Jobs' keynote address.
After graduating, Jason joined an incubator.
Jason created a video-dating site first.
Bad idea.
Nobody wanted to use it when it was released, so they shut it down.
He made a multiplayer game.
It was released on Bebo. 10,000 people played it.
When Steve Jobs unveiled the Apple app store, he stopped playing.
The introduction of the app store resembled that of a new gaming console.
Jason's life altered after Steve Jobs' 2008 address.
“Whenever a new video game console is launched, that’s the opportunity for a new video game studio to get started, it’s because there aren’t too many games available…When a new PlayStation comes out, since it’s a new system, there’s only a handful of titles available… If you can be a launch title you can get a lot of distribution.”
Apple's app store provided a chance to start a video game company.
They released an app after 5 months of work.
Aurora Feint is the game.
Jason believed 1000 players in a week would be wonderful. A thousand players joined in the first hour.
Over time, Aurora Feints' game didn't gain traction. They don't make enough money to keep playing.
They could only make enough for one month.
Instead of buying video games, buy technology
Jason saw that they established a leaderboard, chat rooms, and multiplayer capabilities and believed other developers would want to use these.
They opted to sell the prior game's technology.
OpenFeint.
Assisting other game developers
They had no money in the bank to create everything needed to make the technology user-friendly.
Jason and Daniel designed a website saying:
“If you’re making a video game and want to have a drop in multiplayer support, you can use our system”
TechCrunch covered their website launch, and they gained a few hundred mailing list subscribers.
They raised seed funding with the mailing list.
Nearly all iPhone game developers started adopting the Open Feint logo.
“It was pretty wild… It was really like a whole social platform for people to play with their friends.”
What kind of a business model was it?
OpenFeint originally planned to make the software free for all games. As the game gained popularity, they demanded payment.
They later concluded it wasn't a good business concept.
It became free eventually.
Acquired for $104 million
Open Feint's users and employees grew tremendously.
GREE bought OpenFeint for $104 million in April 2011.
GREE initially committed to helping Jason and his team build a fantastic company.
Three or four months after the acquisition, Jason recognized they had a different vision.
He quit.
Jason's Original Vision for the iPad
Jason focused on distribution in 2012 to help businesses stand out.
The iPad market and user base were growing tremendously.
Jason said the iPad may replace mobile gadgets.
iPad gamers behaved differently than mobile gamers.
People sat longer and experienced more using an iPad.
“The idea I had was what if we built a gaming business that was more like traditional video games but played on tablets as opposed to some kind of mobile game that I’ve been doing before.”
Unexpected insight after researching the video game industry
Jason learned from studying the gaming industry that long-standing companies had advantages beyond a single release.
Previously, long-standing video game firms had their own distribution system. This distribution strategy could buffer time between successful titles.
Sony, Microsoft, and Valve all have gaming consoles and online stores.
So he built a distribution system.
He created a group chat app for gamers.
He envisioned a team-based multiplayer game with text and voice interaction.
His objective was to develop a communication network, release more games, and start a game distribution business.
Remaking the video game League of Legends
Jason and his crew reimagined a League of Legends game mode for 12-inch glass.
They adapted the game for tablets.
League of Legends was PC-only.
So they rebuilt it.
They overhauled the game and included native mobile experiences to stand out.
Hammer and Chisel was the company's name.
18 people worked on the game.
The game was funded. The game took 2.5 years to make.
Was the game a success?
July 2014 marked the game's release. The team's hopes were dashed.
Critics initially praised the game.
Initial installation was widespread.
The game failed.
As time passed, the team realized iPad gaming wouldn't increase much and mobile would win.
Jason was given a fresh idea by Stan Vishnevskiy.
Stan Vishnevskiy was a corporate engineer.
He told Jason about his plan to design a communication app without a game.
This concept seeded modern strife.
“The insight that he really had was to put a couple of dots together… we’re seeing our customers communicating around our own game with all these different apps and also ourselves when we’re playing on PC… We should solve that problem directly rather than needing to build a new game…we should start making it on PC.”
So began Discord.
Online socializing with pals was the newest trend.
Jason grew up playing video games with his friends.
He never played outside.
Jason had many great moments playing video games with his closest buddy, wife, and brother.
Discord was about providing a location for you and your group to speak and hang out.
Like a private cafe, bedroom, or living room.
Discord was developed for you and your friends on computers and phones.
You can quickly call your buddies during a game to conduct a conference call. Put the call on speaker and talk while playing.
Discord wanted to give every player a unique experience. Because coordinating across apps was a headache.
The entire team started concentrating on Discord.
Jason decided Hammer and Chisel would focus on their chat app.
Jason didn't want to make a video game.
How Discord attracted the appropriate attention
During the first five months, the entire team worked on the game and got feedback from friends.
This ensures product improvement. As a result, some teammates' buddies started utilizing Discord.
The team knew it would become something, but the result was buggy. App occasionally crashed.
Jason persuaded a gamer friend to write on Reddit about the software.
New people would find Discord. Why not?
Reddit users discovered Discord and 50 started using it frequently.
Discord was launched.
Rejecting the $10 billion acquisition proposal
Discord has increased in recent years.
It sends billions of messages.
Discord's users aren't tracked. They're privacy-focused.
Purchase offer
Covid boosted Discord's user base.
Weekly, billions of messages were transmitted.
Microsoft offered $10 billion for Discord in 2021.
Jason sold Open Feint for $104m in 2011.
This time, he believed in the product so much that he rejected Microsoft's offer.
“I was talking to some people in the team about which way we could go… The good thing was that most of the team wanted to continue building.”
Last time, Discord was valued at $15 billion.
Discord raised money on March 12, 2022.
The $15 billion corporation raised $500 million in 2021.
Raad Ahmed
3 years ago
How We Just Raised $6M At An $80M Valuation From 100+ Investors Using A Link (Without Pitching)
Lawtrades nearly failed three years ago.
We couldn't raise Series A or enthusiasm from VCs.
We raised $6M (at a $80M valuation) from 100 customers and investors using a link and no pitching.
Step-by-step:
We refocused our business first.
Lawtrades raised $3.7M while Atrium raised $75M. By comparison, we seemed unimportant.
We had to close the company or try something new.
As I've written previously, a pivot saved us. Our initial focus on SMBs attracted many unprofitable customers. SMBs needed one-off legal services, meaning low fees and high turnover.
Tech startups were different. Their General Councels (GCs) needed near-daily support, resulting in higher fees and lower churn than SMBs.
We stopped unprofitable customers and focused on power users. To avoid dilution, we borrowed against receivables. We scaled our revenue 10x, from $70k/mo to $700k/mo.
Then, we reconsidered fundraising (and do it differently)
This time was different. Lawtrades was cash flow positive for most of last year, so we could dictate our own terms. VCs were still wary of legaltech after Atrium's shutdown (though they were thinking about the space).
We neither wanted to rely on VCs nor dilute more than 10% equity. So we didn't compete for in-person pitch meetings.
AngelList Roll-Up Vehicle (RUV). Up to 250 accredited investors can invest in a single RUV. First, we emailed customers the RUV. Why? Because I wanted to help the platform's users.
Imagine if Uber or Airbnb let all drivers or Superhosts invest in an RUV. Humans make the platform, theirs and ours. Giving people a chance to invest increases their loyalty.
We expanded after initial interest.
We created a Journey link, containing everything that would normally go in an investor pitch:
- Slides
- Trailer (from me)
- Testimonials
- Product demo
- Financials
We could also link to our AngelList RUV and send the pitch to an unlimited number of people. Instead of 1:1, we had 1:10,000 pitches-to-investors.
We posted Journey's link in RUV Alliance Discord. 600 accredited investors noticed it immediately. Within days, we raised $250,000 from customers-turned-investors.
Stonks, which live-streamed our pitch to thousands of viewers, was interested in our grassroots enthusiasm. We got $1.4M from people I've never met.
These updates on Pump generated more interest. Facebook, Uber, Netflix, and Robinhood executives all wanted to invest. Sahil Lavingia, who had rejected us, gave us $100k.
We closed the round with public support.
Without a single pitch meeting, we'd raised $2.3M. It was a result of natural enthusiasm: taking care of the people who made us who we are, letting them move first, and leveraging their enthusiasm with VCs, who were interested.
We used network effects to raise $3.7M from a founder-turned-VC, bringing the total to $6M at a $80M valuation (which, by the way, I set myself).
What flipping the fundraising script allowed us to do:
We started with private investors instead of 2–3 VCs to show VCs what we were worth. This gave Lawtrades the ability to:
- Without meetings, share our vision. Many people saw our Journey link. I ended up taking meetings with people who planned to contribute $50k+, but still, the ratio of views-to-meetings was outrageously good for us.
- Leverage ourselves. Instead of us selling ourselves to VCs, they did. Some people with large checks or late arrivals were turned away.
- Maintain voting power. No board seats were lost.
- Utilize viral network effects. People-powered.
- Preemptively halt churn by turning our users into owners. People are more loyal and respectful to things they own. Our users make us who we are — no matter how good our tech is, we need human beings to use it. They deserve to be owners.
I don't blame founders for being hesitant about this approach. Pump and RUVs are new and scary. But it won’t be that way for long. Our approach redistributed some of the power that normally lies entirely with VCs, putting it into our hands and our network’s hands.
This is the future — another way power is shifting from centralized to decentralized.
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Vitalik
3 years ago
An approximate introduction to how zk-SNARKs are possible (part 2)
If tasked with the problem of coming up with a zk-SNARK protocol, many people would make their way to this point and then get stuck and give up. How can a verifier possibly check every single piece of the computation, without looking at each piece of the computation individually? But it turns out that there is a clever solution.
Polynomials
Polynomials are a special class of algebraic expressions of the form:
- x+5
- x^4
- x^3+3x^2+3x+1
- 628x^{271}+318x^{270}+530x^{269}+…+69x+381
i.e. they are a sum of any (finite!) number of terms of the form cx^k
There are many things that are fascinating about polynomials. But here we are going to zoom in on a particular one: polynomials are a single mathematical object that can contain an unbounded amount of information (think of them as a list of integers and this is obvious). The fourth example above contained 816 digits of tau, and one can easily imagine a polynomial that contains far more.
Furthermore, a single equation between polynomials can represent an unbounded number of equations between numbers. For example, consider the equation A(x)+ B(x) = C(x). If this equation is true, then it's also true that:
- A(0)+B(0)=C(0)
- A(1)+B(1)=C(1)
- A(2)+B(2)=C(2)
- A(3)+B(3)=C(3)
And so on for every possible coordinate. You can even construct polynomials to deliberately represent sets of numbers so you can check many equations all at once. For example, suppose that you wanted to check:
- 12+1=13
- 10+8=18
- 15+8=23
- 15+13=28
You can use a procedure called Lagrange interpolation to construct polynomials A(x) that give (12,10,15,15) as outputs at some specific set of coordinates (eg. (0,1,2,3)), B(x) the outputs (1,8,8,13) on thos same coordinates, and so forth. In fact, here are the polynomials:
- A(x)=-2x^3+\frac{19}{2}x^2-\frac{19}{2}x+12
- B(x)=2x^3-\frac{19}{2}x^2+\frac{29}{2}x+1
- C(x)=5x+13
Checking the equation A(x)+B(x)=C(x) with these polynomials checks all four above equations at the same time.
Comparing a polynomial to itself
You can even check relationships between a large number of adjacent evaluations of the same polynomial using a simple polynomial equation. This is slightly more advanced. Suppose that you want to check that, for a given polynomial F, F(x+2)=F(x)+F(x+1) with the integer range {0,1…89} (so if you also check F(0)=F(1)=1, then F(100) would be the 100th Fibonacci number)
As polynomials, F(x+2)-F(x+1)-F(x) would not be exactly zero, as it could give arbitrary answers outside the range x={0,1…98}. But we can do something clever. In general, there is a rule that if a polynomial P is zero across some set S=\{x_1,x_2…x_n\} then it can be expressed as P(x)=Z(x)*H(x), where Z(x)=(x-x_1)*(x-x_2)*…*(x-x_n) and H(x) is also a polynomial. In other words, any polynomial that equals zero across some set is a (polynomial) multiple of the simplest (lowest-degree) polynomial that equals zero across that same set.
Why is this the case? It is a nice corollary of polynomial long division: the factor theorem. We know that, when dividing P(x) by Z(x), we will get a quotient Q(x) and a remainder R(x) is strictly less than that of Z(x). Since we know that P is zero on all of S, it means that R has to be zero on all of S as well. So we can simply compute R(x) via polynomial interpolation, since it's a polynomial of degree at most n-1 and we know n values (the zeros at S). Interpolating a polynomial with all zeroes gives the zero polynomial, thus R(x)=0 and H(x)=Q(x).
Going back to our example, if we have a polynomial F that encodes Fibonacci numbers (so F(x+2)=F(x)+F(x+1) across x=\{0,1…98\}), then I can convince you that F actually satisfies this condition by proving that the polynomial P(x)=F(x+2)-F(x+1)-F(x) is zero over that range, by giving you the quotient:
H(x)=\frac{F(x+2)-F(x+1)-F(x)}{Z(x)}
Where Z(x) = (x-0)*(x-1)*…*(x-98).
You can calculate Z(x) yourself (ideally you would have it precomputed), check the equation, and if the check passes then F(x) satisfies the condition!
Now, step back and notice what we did here. We converted a 100-step-long computation into a single equation with polynomials. Of course, proving the N'th Fibonacci number is not an especially useful task, especially since Fibonacci numbers have a closed form. But you can use exactly the same basic technique, just with some extra polynomials and some more complicated equations, to encode arbitrary computations with an arbitrarily large number of steps.
see part 3
Will Lockett
3 years ago
Tesla recently disclosed its greatest secret.
The VP has revealed a secret that should frighten the rest of the EV world.
Tesla led the EV revolution. Elon Musk's invention offers a viable alternative to gas-guzzlers. Tesla has lost ground in recent years. VW, BMW, Mercedes, and Ford offer EVs with similar ranges, charging speeds, performance, and cost. Tesla's next-generation 4680 battery pack, Roadster, Cybertruck, and Semi were all delayed. CATL offers superior batteries than the 4680. Martin Viecha, Tesla's Vice President, recently told Business Insider something that startled the EV world and will establish Tesla as the EV king.
Viecha mentioned that Tesla's production costs have dropped 57% since 2017. This isn't due to cheaper batteries or devices like Model 3. No, this is due to amazing factory efficiency gains.
Musk wasn't crazy to want a nearly 100% automated production line, and Tesla's strategy of sticking with one model and improving it has paid off. Others change models every several years. This implies they must spend on new R&D, set up factories, and modernize service and parts systems. All of this costs a ton of money and prevents them from refining production to cut expenses.
Meanwhile, Tesla updates its vehicles progressively. Everything from the backseats to the screen has been enhanced in a 2022 Model 3. Tesla can refine, standardize, and cheaply produce every part without changing the production line.
In 2017, Tesla's automobile production averaged $84,000. In 2022, it'll be $36,000.
Mr. Viecha also claimed that new factories in Shanghai and Berlin will be significantly cheaper to operate once fully operating.
Tesla's hand is visible. Tesla selling $36,000 cars for $60,000 This barely beats the competition. Model Y long-range costs just over $60,000. Tesla makes $24,000+ every sale, giving it a 40% profit margin, one of the best in the auto business.
VW I.D4 costs about the same but makes no profit. Tesla's rivals face similar challenges. Their EVs make little or no profit.
Tesla costs the same as other EVs, but they're in a different league.
But don't forget that the battery pack accounts for 40% of an EV's cost. Tesla may soon fully utilize its 4680 battery pack.
The 4680 battery pack has larger cells and a unique internal design. This means fewer cells are needed for a car, making it cheaper to assemble and produce (per kWh). Energy density and charge speeds increase slightly.
Tesla underestimated the difficulty of making this revolutionary new cell. Each time they try to scale up production, quality drops and rejected cells rise.
Tesla recently installed this battery pack in Model Ys and is scaling production. If they succeed, Tesla battery prices will plummet.
Tesla's Model Ys 2170 battery costs $11,000. The same size pack with 4680 cells costs $3,400 less. Once scaled, it could be $5,500 (50%) less. The 4680 battery pack could reduce Tesla production costs by 20%.
With these cost savings, Tesla could sell Model Ys for $40,000 while still making a profit. They could offer a $25,000 car.
Even with new battery technology, it seems like other manufacturers will struggle to make EVs profitable.
Teslas cost about the same as competitors, so don't be fooled. Behind the scenes, they're still years ahead, and the 4680 battery pack and new factories will only increase that lead. Musk faces a first. He could sell Teslas at current prices and make billions while other manufacturers struggle. Or, he could massively undercut everyone and crush the competition once and for all. Tesla and Elon win.
Robert Kim
3 years ago
Crypto Legislation Might Progress Beyond Talk in 2022
Financial regulators have for years attempted to apply existing laws to the multitude of issues created by digital assets. In 2021, leading federal regulators and members of Congress have begun to call for legislation to address these issues. As a result, 2022 may be the year when federal legislation finally addresses digital asset issues that have been growing since the mining of the first Bitcoin block in 2009.
Digital Asset Regulation in the Absence of Legislation
So far, Congress has left the task of addressing issues created by digital assets to regulatory agencies. Although a Congressional Blockchain Caucus formed in 2016, House and Senate members introduced few bills addressing digital assets until 2018. As of October 2021, Congress has not amended federal laws on financial regulation, which were last significantly revised by the Dodd-Frank Act in 2010, to address digital asset issues.
In the absence of legislation, issues that do not fit well into existing statutes have created problems. An example is the legal status of digital assets, which can be considered to be either securities or commodities, and can even shift from one to the other over time. Years after the SEC’s 2017 report applying the definition of a security to digital tokens, the SEC and the CFTC have yet to clarify the distinction between securities and commodities for the thousands of digital assets in existence.
SEC Chair Gary Gensler has called for Congress to act, stating in August, “We need additional Congressional authorities to prevent transactions, products, and platforms from falling between regulatory cracks.” Gensler has reached out to Sen. Elizabeth Warren (D-Ma.), who has expressed her own concerns about the need for legislation.
Legislation on Digital Assets in 2021
While regulators and members of Congress talked about the need for legislation, and the debate over cryptocurrency tax reporting in the 2021 infrastructure bill generated headlines, House and Senate bills proposing specific solutions to various issues quietly started to emerge.
Digital Token Sales
Several House bills attempt to address securities law barriers to digital token sales—some of them by building on ideas proposed by regulators in past years.
Exclusion from the definition of a security. Congressional Blockchain Caucus members have been introducing bills to exclude digital tokens from the definition of a security since 2018, and they have revived those bills in 2021. They include the Token Taxonomy Act of 2021 (H.R. 1628), successor to identically named bills in 2018 and 2019, and the Securities Clarity Act (H.R. 4451), successor to a 2020 namesake.
Safe harbor. SEC Commissioner Hester Peirce proposed a regulatory safe harbor for token sales in 2020, and two 2021 bills have proposed statutory safe harbors. Rep. Patrick McHenry (R-N.C.), Republican leader of the House Financial Services Committee, introduced a Clarity for Digital Tokens Act of 2021 (H.R. 5496) that would amend the Securities Act to create a safe harbor providing a grace period of exemption from Securities Act registration requirements. The Digital Asset Market Structure and Investor Protection Act (H.R. 4741) from Rep. Don Beyer (D-Va.) would amend the Securities Exchange Act to define a new type of security—a “digital asset security”—and add issuers of digital asset securities to an existing provision for delayed registration of securities.
Stablecoins
Stablecoins—digital currencies linked to the value of the U.S. dollar or other fiat currencies—have not yet been the subject of regulatory action, although Treasury Secretary Janet Yellen and Federal Reserve Chair Jerome Powell have each underscored the need to create a regulatory framework for them. The Beyer bill proposes to create a regulatory regime for stablecoins by amending Title 31 of the U.S. Code. Treasury Department approval would be required for any “digital asset fiat-based stablecoin” to be issued or used, under an application process to be established by Treasury in consultation with the Federal Reserve, the SEC, and the CFTC.
Serious consideration for any of these proposals in the current session of Congress may be unlikely. A spate of autumn bills on crypto ransom payments (S. 2666, S. 2923, S. 2926, H.R. 5501) shows that Congress is more inclined to pay attention first to issues that are more spectacular and less arcane. Moreover, the arcaneness of digital asset regulatory issues is likely only to increase further, now that major industry players such as Coinbase and Andreessen Horowitz are starting to roll out their own regulatory proposals.
Digital Dollar vs. Digital Yuan
Impetus to pass legislation on another type of digital asset, a central bank digital currency (CBDC), may come from a different source: rivalry with China.
China established itself as a world leader in developing a CBDC with a pilot project launched in 2020, and in 2021, the People’s Bank of China announced that its CBDC will be used at the Beijing Winter Olympics in February 2022. Republican Senators responded by calling for the U.S. Olympic Committee to forbid use of China’s CBDC by U.S. athletes in Beijing and introducing a bill (S. 2543) to require a study of its national security implications.
The Beijing Olympics could motivate a legislative mandate to accelerate implementation of a U.S. digital dollar, which the Federal Reserve has been in the process of considering in 2021. Antecedents to such legislation already exist. A House bill sponsored by 46 Republicans (H.R. 4792) has a provision that would require the Treasury Department to assess China’s CBDC project and report on the status of Federal Reserve work on a CBDC, and the Beyer bill includes a provision amending the Federal Reserve Act to authorize issuing a digital dollar.
Both parties are likely to support creating a digital dollar. The Covid-19 pandemic made a digital dollar for delivery of relief payments a popular idea in 2020, and House Democrats introduced bills with provisions for creating one in 2020 and 2021. Bipartisan support for a bill on a digital dollar, based on concerns both foreign and domestic in nature, could result.
International rivalry and bipartisan support may make the digital dollar a gateway issue for digital asset legislation in 2022. Legislative work on a digital dollar may open the door for considering further digital asset issues—including the regulatory issues that have been emerging for years—in 2022 and beyond.