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How Blockchain Technology will change the financial sector

blockchain-technology

Blockchain technology has been the guideline of many debates and evaluations about the future of the financial sector. It is clear that it is a concept with the potential to change the logic of the market and create new business opportunities.

Blockchain can be defined as a digital system of nodes that act in parallel and allow self-certification and exchange of information. Technically it is a process of adding cryptographically signed data blocks to form perpetual and immutable records.

blockchain-technology

That is to say, it is a chain system of blocks, used mainly in cryptocurrencies such as the famous Bitcoin or Ethereum, which allows online transactions without the need of an intermediary thanks to “smart contracts” guaranteeing an agreement between two parts. This system based on parallel and simultaneous processing of information is extremely safe.

The data of the transactions after registered cannot be falsified or deleted, and are stored in a history that contains all operations since its creation: a kind of digital account book that records transactions and information in a verifiable and permanent way.

The concept of blockchain arose to support the Bitcoin protocol, but is no longer limited to the monetary sector. The blockchain goes beyond the application to currencies, because it allows registering any type of financial transaction, which can be bonds, shares, transfer of property and any type of right or obligation.

Since the Blockchain technology was created primarily to support virtual currency transactions such as Bitcoin, its use was initially for the financial sector. However, over the years, the new technology has been developed and is now incorporated in most industries.

A 2018 study by Tactrica indicated that the 5 main sectors of the industry for the adoption of blockchain would be: finance, manufacturing, governments, health care and insurance. In 2019, those predictions are happening.

blockchain-transformation

It is expected that the top 10 business use cases for business blockchain will be:

  1. Trade finance
  2. International currency transfer
  3. Syndicated loans
  4. Post trade: compensation and settlement
  5. Automated compliance
  6. M2M IoT asset management
  7. Payments
  8. Crowdfunding + VC
  9. Supply chain management
  10. Patient registration management

For researchers Sander Duivestein and Patrick Savalle, bitcoin and blockchain technology are the third technological democratization of our era.

“The first came thanks to the internet, and enabled the democratization of information. The second democratization began with 3D printing, it is the democratization of manufacturing in which factories became obsolete. They are no longer needed to build a product Now we are about to meet the third democratizing force, the democratization of money and finance, there will be no more monopolies controlling our money or our business. “

That impacts the financial sector, generating new business opportunities. The big challenge of the companies is to adapt to this new scenario, with agility, but with a lot of security that is the key point of the sector.

Some relevant numbers of what the blockchain achieved and will achieve in the upcoming years:

blockchain-benefits

  • The financial sector has spent a total of USD 552M on blockchain in 2018 and the distribution and services sectors invested almost USD 379M.
  • 90% of North American banks and European banks are investing in blockchain to make their services more secure and transparent. According to Accenture, banks could save around USD 8-12 billion annually with this technology.

According to some Wintergreen studies, the global blockchain market was valued at USD 708M in 2017 and is expected to reach USD 60 billion by 2024.

In this image you can have an idea of the ecosystem that is around the blockchain and its main actors:

blockchain-ecosystem

The blockchain technology can and should be seen as a strategic ally and not as a competitor of financial companies. “This technology is not going to make banks disappear, but it will allow them to explore new niches and market areas,” says Antonio García-Lozano, consulting leader of Grant Thornton, in an interview with the newspaper.

The blockchain will remain during 2019 as one of the first ten strategic trends to consider in the industrial and government spheres globally.

A BBVA report from the end of 2019 indicates that the next steps and challenges for the blockchain in 2019 are summarized in 3 words: privacy, scalability and sustainability.

The third wave of Blockchain will have to solve the slowness of transactions, generating the capacity to increase transactions per second, maintaining security, and achieving scalability.

It is necessary on the other hand, the establishment of private channels between the different actors that make use of technology, granting privacy.

Sustainability will be centered on moving from the current financing model, based on ICOs in the past and exhausted years, towards a model in which companies receive a constant flow of money over time for the different services and operations, and thus be more sustainable.

Capital Markets Digitalization: Trends and Transformations

Given the significant changes that have occurred in recent years, financial markets are facing important transformations and new trends are emerging in the world’s financial system. The main cause: capital markets digitalization. It takes different forms around the globe.

More and more in Europe, stock exchanges get together and merge to ensure better cost efficiency and asset distribution. Even though those benefits have a huge impact on the acquisition decision, the main reason of the fusion is to compete with a new trend raised by new technological innovations. The increase of multilateral trading facilities (MTF), as an alternative to the traditional stock exchanges generated an important competition with the existing Stock Exchanges on the financial market.

Nowadays, with some exceptions such as BME and some peripheric markets, all European stock exchanges are concentrated in one of the 4 most important stocks groups: London Stock Exchange (LSE), Euronext, NASDAQ-OMX and Deutsche Börse.

Euronext is a good example of those fusions between stock exchanges, since it’s composed of the main stock exchanges of Europe such as Paris, Amsterdam, Brussels, Dublin and Lisbon, forming together the largest European stock exchange operator. Another important fusion that happened in 2007 is the London Stock Exchange formed by London and Milan’s stock exchanges.

However, this fusion trend started a few years ago, in 1998, when the Stockholm stock exchange was acquired by futures exchange OM and then merged with Helsinki stock exchange to form the OMX in 2003. The Swedish structure bought in 2008 Nordic stock exchanges and is now part of the NASDAQ operating under the name Nasdaq OMX Stockholm AB. Recently, NASDAQ and Euronext are battling to acquire Oslo Børs stock exchange. Even though Euronext’s offer is higher than NASDAQ’s, shareholders are still discussing both options since neither of the two buyers has a significant derivatives market capable to compete with other European stock exchange operators.

However, although those fusions are an increasing trend in the majority of Europe, the German stock exchange Deutsche Börse remains an exception. When the fusion trend emerged, Deutsche Börse preferred to offer their electronic trading platform, Xetra, to other stock exchanges in order to have certain control instead of acquiring them. Even if the group intended a fusion with LSE back in 2017, the European Commission blocked the bid and imposed certain conditions on LSE in order to avoid having a monopoly in Europe created by the fusion of the 2 main European market operators. However, the German group is in charge of the operations of Frankfort Stock Exchange as well as Xetra and Eurex.

Even though fusions are an increasing trend in Europe’s financial markets, the North American markets are going the opposite way. Lots of actors want to revolutionize financial markets, which is why we observe more and more the creation of “low-cost” stock exchanges such as MEMX (member exchange), Small Exchange and MIAX (Miami Equities Exchange). Their common objectives are to avoid the high fees charged by NASDAQ, CBOE Global Markets and NYSE for data feeds, transactions, listing, among other things, to create competition and to simplify the execution of equity trading in the United States.

We will review the different factors for capital markets digitalization. What are the factors that led to those trends in Europe and the United States? What are the effects of the technological upgrade on the debt/bond markets? What are the new technologies leading to new forms of capital markets digitalization?

 

 

Impact of regulation in Europe

Within the last few years, we observed a lot of movement in the area of European Stock Exchanges. They obliged markets and operators to innovate and implement new technologies to cope with the changing regulatory environment. Hence, it has been one of the main factors for capital markets digitalization.

The European directive, MIFID 1, that regulates the provision of investment services and aim to protect the client, had an important objective, which was to increase the competition among financial entities. As a result of the implementation of MIFID I in 2007, we observed an important increase in Europe of Multilateral Trading Facilities (MTF), technological structures with similar trading services as stock exchanges.

The removal of concentration rule allowed other trading platforms to compete with regulated markets. These regulated Markets and MTF were allowed to “bring together multiple third-party buying and selling interests in financial instruments” according to the directive proposed by the European Commission in 2004.

However, the implementation of MIFID I led to some issues that needed to be addressed, mainly regarding the regulation of those new markets. In the second version of MIFID (MIFID II) implemented in 2018, the law had to be stricter in order to ensure investor’s protection.  MIFID II reviewed the policy regarding the best execution, and specified that firms must take “sufficient steps” to ensure a favorable execution of client orders, as opposed to “reasonable steps” in MIFID I. As a consequence, the new policy regarding the best execution has had a noticeable impact on small and medium companies since it limits the access to stock market financing as well as the competition, and reduces the liquidity available for those companies. Therefore, small and medium firms will have to rely on electronic trading through main operators in order to survive. This major consequence leads directly to the capital markets digitalization.

Also, another important change related to MIFID II is that the information provided by the brokers to their client needs to be sold and not given in exchange of the order execution within the broker. Indeed, with MIFID II, asset managers are no longer allowed to attract an order flow by providing investment research, which benefits the investors and increases the capital market digitalization.  

Finally, in MIDIF II, the watchword is transparency. In order to stop the dark trading of shares and other equity instruments, strict rules have been implemented and limit over-the-counter trades. In MIFID II, the establishment of a new trading venue, the OTF (Organized trading facilities), will “replace” OTC trade in order to increase transparency in pre and post-trade.

Reduced costs of technology impulse new markets in the US

As mentioned above, North American markets are developing different strategies than the European ones, in order to create a competitive environment and reduce the monopoly of the main stock exchanges such as NASDAQ, CBOE Global Market and NYSE. Even though most of those trading platforms are not launched yet, shares of NASDAQ have significantly fallen (more than 2.5%) right after MEMX’s launch announcement, which predicts it will have an important impact on the current stock exchanges in the United States.

Furthermore, the emergence of these trading platforms reinforces capital markets digitalization. Since all those trading platforms provide or will provide trading support to investors through online support, the exploitation of the new trading form has a huge impact on the capital market.

The most important “low-cost stock exchange” that uses new technologies to compete with current Stock Exchanges on the US financial market is the MIAX, created by Miami International Holdings Inc. The MIAX offers three fully electronic options trading exchange: MIAX Pearl, MIAX Emerald and MIAX Options. The launch of trading operations took place on March 1st, 2019 and is now regrouping more than “80 % of the overall U.S. options market volume, representing a daily combined average volume of approximately 20 million contracts” according to the Senior Vice President, Head of Sales for MIAX.

Another emerging “low-cost” stock exchange arriving on the market is called Member Exchange (MEMX). The exchange will be composed of 9 banks, brokerages and other firms including Morgan Stanley and Fidelity plan. It has been planned to be launched in early 2019. As announced by the group during the official announcement, “MEMX will seek to offer a simple trading model with basic order types, the latest technology, and a simple, low-cost fee structure”. Furthermore, they commented that “participants in today’s equity markets deserve an innovative alternative that is aligned with their interests, which is why we are pleased to support the launch of this new trading platform”.

Moreover, during 2019 Q3, US financial market is expecting the arrival of Small Exchange between the “low-cost” stock exchanges in emergence. According to the Small Exchange official website, the online platform wants to deliver a wide array of offering focusing on self-directed investor in order to be accessible and simple. The products offered will have standard size and expiration date to facilitate trading and increase the transparency.

Furthermore, Turquoise intended to reproduce the US trends on the other side of the Atlantic. The multilateral trading facility, now owned by one of the European giants in stock exchange, London Stock Exchange, was at first created by European and International banks such as PNB Paribas, Citi Group, Morgan Stanley… It aimed to persuade exchange operators to reduce data fees by trading cross-border shares. However, the MTF did not succeed completely before it’s acquisition by LSE.

Corporate bonds Electronification

Only a few years ago, trading was mainly made over the phone and through emails. Prices were written on paper, information was stored in spreadsheets, and the interaction between parties was direct.

However, a technological trend is currently taking place in the corporate bonds asset class. This part of the capital markets digitalization is taking the name of Electronification in the current financial jargon. It covers the creation of new platforms to enable the exchange of information among actors in private placements and follow up (see article on PREF-X) and  trading solutions. With the emergence of new technologies on the global markets and the drive for cost efficiency, we observe an acceleration of the electronification.

Technologies are present at every stage of the trade lifecycle. During the first stage, collection of “raw” data from global stock exchanges and redirecting them to a broker’s order management system needs to be quick and cost-efficient in order to have the best order possible to propose to the investors. Technologies allow this process to be as efficient as possible and accessible to everyone around the globe.   

Furthermore, technologies are nowadays indispensable to establish the link between real time data or to follow the evolution of the data so that the decisions are based on complete data, reducing risks.

During the execution stage, dealer benefit of the opportunity to trade anonymously, which would be impossible without technologies. Even though some parties tend to benefit more than others, one of the advantages of anonymous trading is the reduction of the executing costs which makes technologies the cornerstone of capital markets digitalization. Another interesting new feature used during the execution stage is the automated intelligence execution, which allows the dealer to set pre-programmed executions rules to automatically execute trades meeting its parameters, which would be impossible without technology.

Finally, during the post-trade level, “electronification” continues. Technologies enable brokers and investors to confirm trades. Technologies perform an important role since they guarantee the efficiency of the operations.

 

 

New technologies such as smart contracts and blockchain

The blockchain technology and smart contracts are both new technologies that are part of the main factors of capital markets digitalization.

First of all, smart contracts have been designed to save time and money by reducing the parties involved in the transactions and decrease the length of the process. Indeed, it provides an automated contractual relation between parties without the presence of a third-party in charge of the legal paperwork. The smart contracts ensure trust between parties and guarantee that both receive the same information since it’s a direct communication. It also decreases the risk of document falsification since everything is made through the platform.

The use of DLT (digital ledger technology) and blockchain ensures a better transparency and decrease hacking risks. As well as the DTL technology, the blockchain consists in a decentralized database (log of records) that is managed by various participants. In the area of financial markets, the blockchain technology its greatly welcomed. However, people tend to be skeptical when it comes to valuable information stored in this new technology so few of them decide to trust it.

For the moment, in the US financial market, NASDAQ seems to be the one of the first to dive into this new world and proves us that capital market digitalization is an expanding phenomenon that is reaching global stock exchanges. NASDAQ partnered with blockchain services such as CitiConnect and Azure to provide end-to-end transactional process and improve it in order to offer secure and efficient services to its clients.

However, on the other side of the globe, Australia is already considered as a leader in distributed ledger technology. The Australian Stock Exchange (ASX) is planning to increment the first blockchain platform for equity settlement globally. Even though some people are skeptical regarding this new platform mainly because of the removal of a central reconciliation authority, others find that using blockchain technology within stock exchange could be a brilliant step in order to increase its efficiency. This innovation will put ASX on the forefront of innovation in the world financial area.  

Slowly but surely, capital markets digitalization is set to take off thanks to technological breakthroughs and is becoming a global phenomenon.

New forms of capital raising: ICOs, STOs, ITOs, etc.

Capital markets digitalization is also led by the crypto assets industry and the rising of Security Token. The Security Token Offering provides financial securities that are, contrarily to the ICO Token, regulated and backed by assets, profits or revenue of the company. In the case of the ICO (Initial coin offerings), they compare to the STO since they basically have the same uses. However, the lack of security and regulation in the area of ICO increases the investors risks at the time of the acquisition and restrain the rise of it.

By using the blockchain technology as well as the smart contract, the security tokens are becoming more and more popular. Even though there are a lot of regulations and limitation restraining the use of security tokens, they have lots of advantages which arouse people’s interest and eventually increase capital markets digitalization.

First of all, security token offering is cost-effective. Since they don’t require any administrative cost for buying or selling the tokens and eliminates third-parties that might be involved in the acquisition process with the smart contracts, security tokens offering is cheaper than traditional methods such as Initial public offering (IPO).

Furthermore, the fact that they can be traded 24/7 and all around the globe makes them more accessible and desirable than traditional models. Their accessibility is also highlighted by the fact that everything, from the acquisition to the trading and the selling, can be made from everywhere in the world as they are eligible for global trading.

Finally, with the high level of liquidity generated by these Security Token Offering, the capital markets digitalization has been boosted. People are more and more interested in the trading of those Security Tokens knowing that it generates important returns on investment.  

Recently, a French start-up called Kriptown designed a new form of investment, the ITO (Initial Token Offering). Based on the IPO, the traditional method mentioned above, the ITO was specially created to create liquidity when investing in a Start-up. Their method is an interesting innovation since it enables fundraising in a simple and fast way with reliability, transparency and ethics.

Innovation does not stop in capital markets digitalization.

Marine Bougeard

Corporate governance tool

Law Firms are increasingly seeking tools to manage corporate information on behalf of their clients, as they normally do it in a decentralized/dispersed manner and often manually. When it comes to acting as secretary of the board of directors or managers of corporate governance, there is a lot of manual work to manage corporate information of the customers, few opportunities to innovate in the services offered and difficulties to facilitate the transparency of its customers with stakeholders in a safe and controlled manner.

In this scenario, we present the solution of Private Investments Network:

The platform of Private Investments Network facilitates the use of a tool for managing the corporate governance of law firms´ clients, by allowing:

  • Saving time and costs when they act as secretary of boards of directors, or when they manage information from different customers, such as startups, private equity and family businesses
  • Creating a new lasting bond with their corporate customers given that, through the platform, they gain control of a position in the middle of the relationship between the company and its shareholders and investors
  • Being seen as innovative by offering current and prospective customers a digital solution managing the relationship with their shareholders and investors that complements the traditional legal services
  • Provide a better service than the competition at all levels through a low-cost tool that can significantly increase revenues

In addition, good corporate governance allows offering advantages to different customer profiles:

Startups

  • Have a list of shareholders updated with all the information necessary for the company and all organized and accessible internal documents quickly and easily
  • Initiate relationships with investors from the incipient point of the creation of the company and facilitate management of their corporate operations

Mergers, acquisitions and private equity

  • A permanent data room which can be easily adapted to make a due diligence at a very affordable cost
  • Capital increases management in a private environment, with controlled access to information and a communication channel between the company, shareholders and potential investors

Family business

  • Permanent availability of specific information as, for example, family pact, family values, history and family structure, meetings, task management, voting, etc.
  • Facility in informing shareholders and the possibility of doing it with potential investors. All according to the values of the company, control, transparency, legal compliance and privacy
  • Facilitating the access to liquidity for these companies (capital increase management), for family shareholders and for potential investors (Matching tool)

If you want to know more, send us an email to info@privateinvestmentsnetwork.com and you will be advised on how to take full advantage of this tool for outstanding corporate governance.

You can see a video of some of the things you can do with the help of our web platform:

Are you on charge of corporate governance of a company? Tell us your experience by leaving a comment here.

 

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Financial Crowdfunding and the law

Before focusing more deeply on the subject that concerns us, it’s worthwhile to distinguish the differences in kind between financial and non-financial crowdfunding activity. The activities corresponding to the latter (which include donation and reward Crowdfunding) fall mainly under consumer protection. There is also a more ambiguous form of reward based crowdfunding, which is one based on royalties’ attribution. In the countries where it has appeared, it is usually not regarded as a financial product.

The regulatory complexity considerably increases for the financial forms of crowdfunding (equity or debt). In this field, Crowdfunding’s fundamental logic resides in the involvement of the mass – which means anyone interested in the proposal – which clashes with the financial laws developed in the past 80 years: the willingness to protect private investors, being less qualified than professional ones to understand the risks of financial products.

The result of this conceptual clash between traditional financial laws and crowdfunding needs is causing sudden changes in the Law throughout the world and it is not yet fully stabilized. For these reasons, we will focus on the laws applied to crowdfunding within the financial activity.

Crowdfunding’s fundamental logic resides in the involvement of the mass – which means anyone interested in the proposal – which clashes with the financial laws developed in the past 80 years: the willingness to protect private investors, being less qualified than professional ones to understand the risks of financial products.

Due to the USA’s leadership in crowdfunding, we will start by quickly reviewing its evolution in this field. The Jumpstart Our Business Startups (JOBS) act of April 5th 2012, one of Obama’s first administration flagship legislation, provided, inter alia, the possibility of creating exemptions applicable to crowdfunding to facilitate access to financing for small and medium enterprises.

The SEC (Security and Exchange Commission), has been mandated to write the implementing provisions of the law. Being by definition the defender of the traditional view of investor protection law, it is understandable that it considerably delayed the finding of a formula for the implementation of the Crowdfunding section, called title III (The Jobs Act has 7 parts called titles) due to its intrinsic antagonism with the Crowdfunding logic. The result has been the development, as in the case of blue sky laws of the early 20th century about market regulation, of some intrastate exemption in most US states. In late May 2015, the web crowdfundinglegalhub.com had counted 24 states with approved exemptions, 13 awaiting approval, 12 without such process and California that denied its exemption law without creating an alternative. The delay not only put the US in a competitive disadvantage compared with the most developed countries of Europe (especially the UK), but it also worsened by the operational complexity with multiple local laws.

The big surprise came from the same SEC, on June 19th, 2015, when it implemented the title IV of the JOBS act on capital formation for small businesses. Under this section, it opened the door for American start-ups to raise up to $ 50 million of accredited and non-accredited investors. This means a Copernican revolution from the financial Law of the last 80 years. Although it opens the door to many doubts and risks, it creates, for those companies that will know how to use it, a formidable opportunity of extremely competitive direct financing (in comparison to the laws elsewhere in the world).

The big surprise came from the same SEC, on June 19th, 2015, when it implemented the title IV of the JOBS act on capital formation for small businesses. Under this section, it opened the door for American start-ups to raise up to $ 50 million of accredited and non-accredited investors.

The situation of the laws applicable to crowdfunding activities in Europe is following a slightly different evolution than the one in the USA, although with similarities. Unlike the US government will (which has set a precursor path with the JOBS act probably anticipating the need perceived by the majority of the market more or less a year), the desire to promote this new type of company financing set by the European Union and its representatives did not even reach the European regulatory field.

In the slowness of its operation, several enquires were launched to try to channel the process. One of the latest ones was the public consultation on the revision made by the directive of the prospectus that was carried out in May and reaped a large number of responses.

Some national governments did not wait for the emergence of a community framework and were much more proactive in promoting Crowdfunding. The UK is the paragon of this attitude, followed by France in a less efficient manner. Both have structured this new market in recent years. In the first half of 2015, several countries have chosen to try to enter into this group. It is clearly the case of Austria, to a lesser extent of Germany and, much less, of Spain.

Others are still debating between the vision of opening to a controlled risk-taking with crowdfunding, and the traditional perspective of bureaucratic regulations intended to protect investors. Several countries seem even entrenched in this attitude, such as Denmark and other northern European countries as well as several countries in Central and Eastern Europe.

We could talk about an oil spill effect, which started in the United Kingdom and is progressively spreading across the continent, often losing strength with the distance from the spill epicenter.

The result for all the parties involved in this type of transaction is more than confusing. There are differences in many aspects of the adopted laws on crowdfunding. The main ones are:

  • The statutes of Crowdfunding platforms and their activity authorizations are contradictory from one country to another. Hence, some fall under the rules of the financial services firms and plan to use the European passport (Mifid) to offer their services throughout the Union, while others have a ban on providing services abroad.
  • The levels of prospectus exemptions vary from 0 to 5 million euros.
  • The determining criteria for an accredited investor also vary significantly.

The result of the absence of best practices creates competitive regulation advantages for some and confuse everyone, especially in a world in which many investors try to hunt the best investment opportunities across the continent.

The result of the absence of best practices creates competitive regulation advantages for some and confuse everyone, especially in a world in which many investors try to hunt the best investment opportunities across the continent.

Given the pace of the crowdfunding laws and European regulatory disparity development, all the experts from the sector are invited to comment on this post with information that deepen on the subject and we commit ourselves to translating these comments into the other languages on our blog.

François-Eric Perquel

Sources:

  1. Review of Crowdfunding regulation, Tax & legal workgroup of the European Crowdfunding Network (ECN)
  2. Information from the EECA (European Equity Crowdfunding Association)
  3. crowdfundinglegalhub.com
  4. wikipedia.org