The Harvard Business Law Review (whose articles we’ve covered before) has published a piece concerning Delaware allowing blockchain to be used for company stock ledgers. While we have written about blockchain repeatedly, the new HBLR article examines how blockchain-based securities could fundamentally change corporate governance. Using Dell and Dole as examples, the author discusses how blockchain can solve delayed settlement and unrecorded transfers issues – issues that can be critical when it comes to determining the entitlement to appraise.

The author notes that blockchain implementation may create value for the economy as a whole but would not necessarily distribute the gains evenly. This issue–effectively a tragedy of the commons–could be resolved through government action. But markets may also play a role. As readers of this blog know, the majority of large U.S. companies are incorporated in Delaware, a state with less than 1 percent of the U.S. population. Part of the reason for that is a market for legal rules–Delaware law, and the Delaware courts, are a more hospitable environment for incorporation than other places. Likewise with blockchain. If early adopters find distributed ledgers result in lower transaction costs – and thus additional investors, more liquidity, easier (and cheaper governance) or similar – this may encourage regulatory reform in states looking to compete with Delaware.  Regulatory reform may, in turn, beget further adopters.

We expect continuing developments with blockchain, and its use with securities, in the future.

 

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Photo of Marc Kramer Marc Kramer

Marc Kramer has recovered over $1 billion for investors, focusing on value-generating litigation including class action opt-out/direct actions, bondholders’ rights, and investor appraisal rights. Marc founded Rolnick Kramer Sadighi LLP with his partners because his view was that a traditional hourly billable model…

Marc Kramer has recovered over $1 billion for investors, focusing on value-generating litigation including class action opt-out/direct actions, bondholders’ rights, and investor appraisal rights. Marc founded Rolnick Kramer Sadighi LLP with his partners because his view was that a traditional hourly billable model did not properly align value-creating lawyers and their clients.  By pursuing a model focused on results, rather than on hours, Marc works within a structure where compensation is based solely upon value-creation. Accordingly, Marc typically represents investors on a contingent basis, sharing the risk with his clients and matching incentives to results. Marc is a partner of Rolnick Kramer Sadighi LLP.

Photo of Rich Bodnar Rich Bodnar

Rich is an experienced securities litigator focusing on value-generating legal strategy.  Rich brings to each matter a deep knowledge of the quantitative methods side of securities litigation, especially damages computation, event studies, econometrics/economics and the theories, tools, and strategies involved in the preservation…

Rich is an experienced securities litigator focusing on value-generating legal strategy.  Rich brings to each matter a deep knowledge of the quantitative methods side of securities litigation, especially damages computation, event studies, econometrics/economics and the theories, tools, and strategies involved in the preservation and maximization of the value of client’s securities claims.