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Tezos founders push for legal bailout from Swiss foundation (reuters.com)
137 points by petethomas on Dec 1, 2017 | hide | past | favorite | 88 comments



1. ICO founders are getting a quick education in the fact that "anyone can sue anyone at any time" -- no matter what paperwork you have folks sign.

2. What are the damages if they just give the money/coins back? That's the easiest solution for these ICOs: a 100 days buy back/escrow period?

3. Another easy solution is to have these ICOs hold the proceeds in escrow and release of funds quarterly for five years to the startups/projects and giving the investors the ability to refund half or 75% of their remaining commitment (i.e. a 25-50% penalty for leaving the project early).

had the founder on recently https://youtu.be/rdRSUJkvmxM -- seems like people who invested knew what they were doing going in.


>3. Another easy solution is to have these ICOs hold the proceeds in escrow and release of funds quarterly for five years to the startups/projects and giving the investors the ability to refund half or 75% of their remaining commitment (i.e. a 25-50% penalty for leaving the project early).

I've seen something similar to this in another ICO. They set up an ethereum smart contract that would distribute 90% of funds raised to the project over 4 years. If an investor wanted out, they could send their tokens to the contract and (iirc) it would burn them and refund the investor with ETH at a 10% haircut to the original buy price. Alas can't quite remember the ICO or the exact details (it was in a random whitepaper I read).


Not fun for them, but nevertheless a very interesting lawsuit. What I am interested in is the fact they used a Swiss foundation that they don't actually control.

What happens when a US judge allocates damages for certain actions? They declare personal bankruptcy? US judgements are also not always enforceable abroad, so is it imaginable the foundation gets to keep the money regardless of the outcome of any lawsuit? I would guess so.


Ethereum was the first cryptocurrency to form a foundation in Zug, and its a popular structure. Generally the code and system are open sourced, and a nonprofit foundation controls the money raised in the ICO.

https://www.swissinfo.ch/eng/500-million-business_crypto-pig...


All those Zug-incorporated ICOs exploiting loopholes in civil law:

1. Tokenizing non-profit foundations (stiftungs), while traditional "stiftung foundation has no shares or members" [1]

2. Pretending that token allocations are unrelated to donations/contributions.

3. Using nonprofit foundations for clearly for-profit speculative activity.

[1] https://en.wikipedia.org/wiki/Stiftung


It's not so clear. For Ethereum, it worked well. The foundation is non-profit, financing the creation of an open-source system. And those who donated get to use one instance that system. The rights to use the system come in the firm of transferrable coins, and can turn out to be valuable.

It is not an ideal construction, but can make sense. The foundation is used as a funding vehicle for a common prpject, but it is still non-profit.


As a Swiss, I'm saddened that my country seems to have found yet another way to get involved in shady financial dealings.


The problem is not that setting up such a structure is possible, the problem is the lack of suitable alternative legal structures that are better suited for the job. For that, regulation needs to be relaxed.


Are they 'exploiting loopholes' or are they simply looking for a hole from which to escape exploitation?


> ICO founders are getting a quick education...

It's not fun for them, but after raising a couple of hundred million dollars, I don't feel too sorry for them either.


Video is a great background on Tezos, why they chose a Swiss foundation in Zug, how the money is budgeted, how they chose the trustees for the foundation, the token presale, etc


my podcast is a complete front for me figuring out if i should invest in startups. :-)

just had coinlist on the show as well.... they did filecoin's $200m+ ICO http://thisweekinstartups.com/andy-bromberg-coinlist/


They say if you want to master something, teach it.

Looking forward to more crypto-focused podcasts. It's always preferable to hear from more technical guests who aren't just trying to sell something.


Unchained is probably the best crypto podcast currently, but would love other recommendations.


CoinMastery is quite good, although more focused on market analysis. I think Unchained gets great guests but I cannot stand the interviewer's style.


There's Epicenter on iTunes.


Wow! I think you need a dedicated podcast called "This week in ICOs" or "This week in crypto" ;)


So honest it sometimes hurts, lol. Great show btw.


Tezos, the Theranos of ICOs.

When you know enough rich people, you can raise a lot of money on a PDF of promises.

With all the money Tezos has, they're probably going to do what Theranos did with Walgreens: pay their way into a fancy big partnership that gives the impression that there's something actually going on.


That's an easy but lazy reduction, and not accurate.

- They raised from the public

- Founder comp tied to release of a product that works

- They are focused on making a product that works, not on optical theatrics (in fact one of their biggest weaknesses is they've been horrible at optics)


> - They raised from the public

Not quite right. They raised from their own investors and the public, which may be part of the problem.

If their own investors bought into their own ICO to "seed" it, which tricked the public into thinking there was genuine demand, that might constitute fraud.


Ummm doesn’t a regular VC founded startup that IPOs does the exact same thing?

Some of them without even making money... actually loosing money!


If a startup never finds any paying customers, it will never IPO. The IPO is a separate step from the initial investment, governed by rules intended to protect the public. ICOs don't seem to represent anything of intrinsic value (e.g. a successful business) so the public probably faces greater danger from unscrupulous behavior.


In the biotech / pharma world, it's common for startups to IPO years before they have a single paying customer.

The difference between a biotech startup and many ICOs is that the former typically has years of validated and peer-reviewed scientific research backing up the hope of eventually having a product.


In that case, the "customers" are other scientists and drug companies that _consume_ the research, will pay for partnerships, will pay for research to be done by that lab, etc.. ICOs on the other hand don't have an acclaimed lab or anything special other than a PDF with some buzz-bullshit.


Or a startup could be paying for customers more than the customers pay them? And still IPO right? E.g.: Groupon?


> They are focused on making a product that works, not on optical theatrics (in fact one of their biggest weaknesses is they've been horrible at optics)

Is bad optics the new 'fake news' because it seems like the Breitmans have been focused on who controls the billion dollars they have.


> Founder comp tied to release of a product that works

Who decides what is a "product that works"?


Probably the foundation, which is already seemingly doing a good job at managing the money (and not just throwing it to the founders willynilly).


The foundation is doing exactly nothing. They are not spending money on development, marketing, education, outreach, nothing. They are sitting on about a billion dollars raised for the project, and twiddling their thumbs.


You know what's ironic? Tim Draper, the first investor in Theranos, is also an investor in Tezos (according to the article).


It bothers me that the top comment is a snarky dismissal from someone who doesn't have any idea what's going on. I've already learned not to expect quality discussion from HN regarding cryptocurrencies, but still, I'd like to think we can do better.


Why don’t you write that better comment? It’s not like mine has that many upvotes (11 at current count). If you explain your position in a reasonable way with evidence, it should displace mine.


I could go and point out all the things you are wrong about and why. Or you could go, and do some research before commenting. It doesn't take a long time to look at a project, their code, or whatever. Or to look at the "PDF of promises", for that matter.

It's even more absurd because Tezos was one of the few ICOs that had some actual technology, not just PR technobabble.


In other words, they tried to be clever in their structuring and now it's biting them in the ass. Hoisted by their own petard.


So what exactly happened here? There was an ICO for a big new smart-contract blockchain with some cool features, and the blockchain never materialized?


It was a project that was and continues to be promising from a development and utility standpoint, but that has been marred by terrible governance, internal politics, and amateurish management


And worst of all, their product is about improving governance. Not a promising start.


In fairness, the foundation arm of the token's development appears to be operating in a reasonable and pragmatic way along their planned roadmap. It is a related company, helmed by the previous "frontpeople" for the project that has run into significant bumps and legal jeopardy.

Whether or not that means that the project will ultimately release, I have no idea (nor vested interest in).


>the foundation arm of the token's development appears to be operating in a reasonable and pragmatic way along their planned roadmap

Oh, yes? What have they done?


Read: it's a shit show across the board


The Bitcoin Uncensored interview with Arthur Breitman is interesting to watch: https://www.youtube.com/watch?v=gsY5wXj4Xm8


It was a very interesting interview, mostly for the parts that weren't about Tezos. Breitman explains the use case for Turing complete smart contracts: Spending limits.

Everything else can be implemented by m-of-n multisig and off-chain oracles. This is something anyone about to invest in smart contract technology should think long and hard about.


> Breitman explains the use case for Turing complete smart contracts: Spending limits.

Does he have a good explanation for this? Because I fail to see how something as simple as spending limits requires Turing completeness.


Can someone explain briefly the Tezos unique features and why would someone want it?

In my understanding it is just a Bitcoin copy that has a voting feature to decide protocol changes.


In addition to on-chain governance you mention (i.e. the built-in voting features to decide protocol changes and avoid the civil war that's going on in Bitcoin world), they use a functional programming language that is supposed to be much safer and easier to code than the Ethereum language.


The idea of non developers voting on protocol changes fascinates me. I wonder if the early adopters of the car would vote for it to have four legs and combust hay?

Taking the risk to appeal to some developer elitism here, it is still important to realize the different needs of those who will build future products on the technology as opposed to those about to turn a quick buck on a use case that already exists.

I guess we will never know for sure as there is nothing that can differentiate democratic voting from Sybil attacks without identity.


Well said. What you describe is not well understood by both those leading these projects and the coin flippers looking for a quick buck.


Why not just write a compiler for that functional language (I think OCaml) that outputs EVM bytecode? Seems very doable from afar...


No one's yet figured out how to ICO a compiler.


ahahahah


There are architectural issues associated with EVM which prevents it from being properly used for building something like that (like a functional programming language which converts to EVM).

https://www.reddit.com/r/ethereum/comments/7bdm1g/so_can_we_...


Tezos itself is written in OCaml: https://github.com/tezos/tezos So what you say is exactly what they did but to their chain not EVM.


I know, I was referring to that in my post. My question is why it required their own chain. Ethereum's is open source, so more bytecodes and functionality could be added to the EVM to make it appropriate for safer languages to compile down to it. I suspect the reason Tezos didn't do that is because they wanted to cash in on the hype.


So it supports arbitrary code execution like Ethereum?


just a Bitcoin copy that has a voting feature to decide protocol changes

This feature alone is probably worth a billion dollars given the value unlocked by various cryptocurrency forks.


> In my understanding it is just a Bitcoin copy that has a voting feature to decide protocol changes.

That's the main value, yes. It sounds kind of minor but let's not forget that's actually a huge step in the right direction and would solve a lot of problems we've seen in other blockchains. Even if thier's never really materializes, it is a great idea that should live on in future blockchains.


$257 million? Who are the morons keeping this hamster wheel spinning?


That's pre Bitcoin inflation. Its probably valued over a billion USD now, assuming they kept a decent chunk of the BTC in BTC.


So what's the likelihood my pre-sale in tezos ever gets returned or turned into a viable coin?


If you like the idea of Tezos, have a look at Cardano. It has on-chain governance voting, formal verification, and the ability to upgrade the protocol without the need for hard forks. Basically, all the stuff that got me interested in the Tezos project.

https://www.cardanohub.org/en/what-is-cardano/

In the interest of full disclosure, I do own some Cardano.


I think I saw someone shilling for Cardano in a different thread as well. While I won’t deny you your excitement about cryptocurrency, imagine how boring HN would be if every discussion about this topic devolved into “check out this coin that I am invested in, check out that coin” etc.


Thanks for the full disclosure. Good luck with your investment but the comments section for this article is probably not a good place to pump coins.


I don't think that letting people who are interested in Tezos know about a coin with very similar features is "pumping" the currency. Tezos has some really interesting features, but they have stumbled with the ICO and delayed their release. As someone who was waiting for Tezos to launch I was excited to hear about Cardano and I'm sure there are other Tezos enthusiasts here who are happy to learn about the existence of similar coin. To say that I'm "pumping" the coin implies that I will dump the coin, when I'm really just interested in the Tezos technology, which is also present in Cardano.


I love what IOHK have been doing with Cardano. There are lots of really notable faces[1] and institutions working on this project, and I'm excited to see what they bring to the Haskell and greater mathematics communities.

Here is a good whiteboard summary of Cardano[2], by Charles Hoskinson, who is co-creator of Ethereum as well as Cardano and other associated notable works.

[1] - https://iohk.io/team/

[2] - https://www.youtube.com/watch?v=Ja9D0kpksxw


>by Charles Hoskinson, who is co-creator of Ethereum as well as Cardano and other associated notable works.

As it happens, he's also the creator or Ethereum Classic, a hard fork of Ethereum, not unlike what Bcash is to Bitcoin (i.e. an attempt at co-opting the brand and capturing value by confusing newcomers).

Apparently he tried to inflate the ETC coin supply by 20% and give the new coins to his company IOHK, which of course didn't sit well with the ETC community:

https://medium.com/@classicether/an-analysis-of-charles-hosk...


Decred has had on-chain governance voting for nearly two years now.

https://www.decred.org/


I know that ICOs get a lot of negativity on HN. Sure, a lot of them deserve it, but not all ICOs are started for the sole purpose of raising cash that they otherwise wouldn't be able to raise. ICOs as a form of funding are equally likely to be manipulated as traditional VC funding following trends and hypes (one might argue that they ICO investors are even more gullible to dishonest founders since they are generally less experienced than VCs).

However, certain ICOs are actually bringing products to market that would never otherwise exist. Some of them are trying to fundamentally change how some industries operate. Others are fundamentally improving blockchain technology. But in order for their products to operate they need enough stakeholders to make them viable. And this is where ICOs come in. There were many of us who believed that Tezos was one of those ICOs. Their product could still be greatly useful if executed correctly. Given that they have raised more money then they could ever have hoped for, it is incredible that they are being silly enough to embark on a public dispute between themselves and get involved in lawsuits with their investors. Just getting back to work and executing their initial vision (which they can do many times over with that amount of funds) seems like an obvious thing to do. They would lose a lot more money (or worse) by continuing on this trajectory. It is incredible how short-term greedy they seem from the outside.

Or maybe I am missing some information that would explain this stupidity. I would love to know more.


I hold the opinion that if you need a public ICO to "get stakeholders" you already failed, or are already successful as a scam.

There are a ton of ways to find and secure proper, reliable stakeholders who are committed to your technology or your cause/product. (Private ICO being one of the ways. Keep things under wrap, develop the technology, have a proof of concept, sell some product, and then MAYBE if it makes sense, go public.) A public ICO blasting across the internet when there is no product, no plan, and no real engineering already done is nothing but a cash grab, and I am not at all surprised that they are embroiled in lawsuits.


> A public ICO blasting across the internet when there is no product, no plan, and no real engineering already done is nothing but a cash grab, and I am not at all surprised that they are embroiled in lawsuits.

Is this really a property of ICOs? the behavior you describe may be very common nowadays, but from what I understand there is nothing intrinsic in this kind of funding model to be necessarily like that. Maybe after a crash the market will get a bit more mature and start using public ICOs for real stuff, and I think that could evolve into something really interesting :)


It's not about the method (ICO), it's about the people and teams behind the ico's being 1) amateurs with no clue 2) very prepared scammers who have really nice fancy websites but no intention to at all to followup or honour the sale and 3) well meaning but totally immature ideas and teams who are doing a cash grab.

This case sounds like #3 - where they have an idea, but immature company structure, poor legal structure, and no governance that is supposed to bind a team together - in this case they are fighting about the money ...

As always - in the end it's all people. Public ICO is a tool, and it's really NOT the tool to use if you want to find a real base of support and well-intentioned stakeholders (who won't turn around and sue you the moment the ico completes :)


You can't stop a person from buying some minimal amount (the lawsuits claim damages of 1BTC, IIRC) just to sue you later.

One hostile contributor doesn't tell you anything about the intentions of the rest.


I can't remember a single ICO that has brought anything useful to the market yet.

You can say Ethereum, but it wasn't an ICO properly speaking. Even if it was, a single good example in hundreds isn't enough.

Ripple didn't have an ICO, Bitcoin Cash didn't, Zcash didn't, Monero didn't, Stellar didn't.


Ironically the only ethereum dApp which people actually use - EtherDelta decentralized exchange - was never ICO'd and makes piles of money.

The incentives for token sales are to raise as much Eth as you can, spend as little of it as possible on the actual project while watching its value appreciate, then either have a product launch that semi-fails or have some good excuse why the project just couldn't work for some reason while minimizing the chance that people bring legal action against the project.


Why wasn't Ethereum an ICO?

Arguably that was the model for all other ICOs and the platform for the vast majority.



Qtum has shipped and met all its promises so far: https://qtum.org/en/

Basic Attention Tokens are already integrated in Brave browser: https://basicattentiontoken.org/


BAT is a borderline scam. Previous discussion here: https://news.ycombinator.com/item?id=15722299


zrcoin did. the market is still young but it can be a powerful tool where traditional VC are not present.


Who was born first the chicken or the egg?

And Ethereum did a crowdsale. On Counterparty and Ommi. It’s literally in the first paragraph of their Wikipedia article:

>> Ethereum was proposed in late 2013 by Vitalik Buterin, a cryptocurrency researcher and programmer. Development was funded by an online crowdsale between July and August 2014.[5] The system went live on 30 July 2015, with 11.9 million coins "premined" for the crowdsale.[6] This accounts for approximately 13 percent of the total circulating supply


Wabi seems to be doing it right: https://www.wacoin.io/


None of this product requires the blockchain though. They're applying RFIDs to baby formula. The currency is nothing but an unnecessary lock in


Well, you could use a generic blockchain to keep an audit trail of the label certification process. But yeah, special-purpose cryptocurrencies are just walled gardens in disguise.


what you're missing is why would people invest in an ICO then sue before the project is completely dead? just asking for regulation and trouble, while still losing your investment. i guess the attorneys will make money.


When the underlying value of the ETH/BTC has appreciated significantly, and the likely value of the Tezos token has plummeted, trying to extract core investment is reasonable.

Personally I would do it quietly, with good legal backing, and as a single entity or with a small group of investors rather than a large class action - and reach an early settlement to get our own investment back without causing too much of a stir for other investors.


The value of the Tezos token can't be lower than the value of the raised funds now, can it? That would be like saying a company with 100k in cash is only worth 50k. Since the foundation kept most of the raised BTC and ETH, the funds appreciated at the same rate as if they were kept by the investors. The investors have tokens that represent shares of the funds raised. Those derive their value from 1. the money raised and 2. the technology being developed (that will be useful hopefully). Therefore, it would be very strange if the token was worth less than the share of funds used to raise it, XTZ "futures" price notwithstanding.

"Futures" because they are just a pile of tokens bought by the exchange, and you can't sell your own tokens before release, so no way to get them into the exchange and no functioning market.


I suppose if the funds are earmarked for development only and can't be liquidated or used for buybacks then they're essentially already gone. If you assume that development has decreasing marginal utility (so spending $1B won't make Tezos much better than spending $200M) then I can imagine that investors would rather have their money back than have Tezos. Kind like how I'd rather have 1 BTC than my Trezor.


You are missing one very important detail: the people behind any and all ICO's (or any venture really) need money to eat, to pay mortgages, alimony, child support, and maybe even bribes, overdue tax payments, salaries and healthcare copays for their employees. Maybe they just want some money to blow in Vegas.

They raised some money - they now want to extract that money. Obviously, they can't for some reason, either being blocked by investors or other members of their company who are disputing it (or want the money for themselves too).

It's super transparent, and in the end, people are people. An ICO or blockchain, or any technology isn't going to change that fact.




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