RE: My thoughts on Soft Fork v0.22.2
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Thanks, appreciate a (legal) point of view that wasn't offered to me so far. Learned something :-) Cheers.
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Thanks, appreciate a (legal) point of view that wasn't offered to me so far. Learned something :-) Cheers.
Glad it helped!
After spending some time doing some basic researching it really doesn't matter that the shareholders (stakeholders) were notified or had a say, that lays with the fact the company was sold outright, lock, stock and barrel, when that happens there is no requirement or participation requirement of a board of directors, stakeholders or witnesses. That's under existing merger laws, as such Justin can do whatever he wants up to and including a forced merger, he can change the name, he can change how it operates, etc. The only recourse or obligation moving forward to the existing sharesholders or stakeholders is that he has by law offer market value buyout to every stakeholder on the platform that does not want to move forward into the merger with him. Now if Ned hadn't been the major stakeholder in the company he'd needed approval from the board of directors....now let's just assume he may have gone that route, in that case it would have had to have been determined exactly who the board of directors were, were they a separate lot somewhere at corporate headquarters or were they the witnesses. After that determination they'd had to go to all the stakeholders and get them to agree to the sell out by whatever percentage would have been stated in any by laws, if they were none greater than fifty percent then it usually goes by gaining approval of more than fifty percent. So let's look at this as maybe there was a board of directors somewhere in the corporate line of things that we didn't know about who held more than fifty percent of the shares, that could have created the needed over fifty percent whereas notifying the rest wasn't needed. I only mention it because there were many claims of high powered accounts powering down in the last year so it could be in the realm of possibilities. If it were the witnesses then yes the witnesses would have been required to get over fifty percent of the people onboard to sell. But as stated above the overall fact remains, he sold out lock, stock and barrel and in a incident like that there is no recourse other than Justin is now under the legal obligation to offer market value to any stakeholder who doesn't want to move forward with him.
As for this soft fork they need to fully understand the implications of that move. This has been all the way to the supreme court. No company, corporation, board, absolutely no one within a company can freeze another members shares for any reason what so ever. They can't even implement a new rule to avoid a stakeholder from doing something they don't like. Which was the premise upon which the supreme court ruled when a company in a bid to stop a stakeholder from selling to someone they implemented a new rule that restricted how the stock could be sold. The court ruled that if the rule had existed prior in a contract then the stakeholder/shareholder would have been held to it but since it did not exist the rule technically oppressed a minority shareholder and judgement plus losses were awarded. It's called The Oppression of Minority Stakeholder law but the law works in regard to any attempt to obstruct another stakeholders stake.
One other thing that may help people, this is in regards to the US and in Europe but despite the fact that shareholders think they own part of a company it's been ruled that they hold no stake in that regard, at best when a company is sold under any circumstances, meaning whether outright or by the majority voting to do so those who objected to the sale were entitled by right at the most to be offered market value for their stock if they wanted to opt out.
Hopefully everyone gets together and they can work out their differences, if not maybe this will give people a better understand of some basic legalities involved here.
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I hardly doubt it will go to court, who here outside some on the lower tier want to see them brought into full compliance with the laws. They may even find it hard to find any attorney's willing to take either sides case considering attorney's who specialize in corporate/business laws (outside mob attorneys, lol) will probably laugh them out of their offices once they see how the system was founded and operates. (lol) Neither side may want the prying eyes of the legal system upon them, especially if it hits the news and the disgruntled masses who've left start ringing phones off the hook. I can just see them all standing before a judge trying to explain that the whole block chain concept is built upon the ideology it's a wild, wild west frontier where everything goes until, of course, .....
the legal system slaps them upside their heads and tells them 1800's is no longer knocking. (lol) Even if Ned promised he'd do this or that with that stake it still doesn't hold Justin liable to do it, at best they can sue Ned to get it back as I am sure that stake was included in the sale, a verbal contract can be just as binding as a paper one especially if those promises have been put out on the immutable block chain....I guess if that came to fruition you could label it a concept whose time has finally come. (lol) Yup ol' Ned could be forced to give up every nickle, dime and penny of that mined stake.
So far I only see two unmasked villains in all this and they could be hedging on a bet that others may not be willing to unmask themselves, like I said even if they did outside of attorney's who make a living defending the indefensible will try and pass this through the legal system. The San Francisco meeting will resemble more of a pre ok corral meeting to try and decipher how they can all come to grips with each other before an all out frontal assault happens in any judicial system.
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One side point on the corporate legal issue, which I believe you have completely wrong: the new company is liable for claims made against the old company it acquired. Now, they do have the option of then filing a lawsuit against the shareholders that sold that company, if the liabilities were deceptively hidden.
But this is one of the real risks of a company merger: acquiring a company with unexpected liabilities from the past, and there's often terms in the company merger agreement, to allow for redress against the sellers in such cases or to hold back part of the payment for some time, to make sure no such hidden liabilities emerge.
I thought about elaborating upon that some more but decided it probably wasn't need but since you brought it up I will address that issue. There are questions involved as to whether he spent any of that money towards development as promised, if he did that may leave him off the hook if he didn't agree to use all the money for development. Since it was mentioned he did develop a few things it wasn't specifically stated that the money used came from the mining stake so I didn't know the particulars of where that issue stood.
He most certainly did state that ALL of the ninja-mined stake was for development of the ecosystem, including on a recorded program that was widely viewed by cryptocurrency investors. There can be no real doubt that such statements convinced investors to buy Steem (and certainly convinced some of us who were around at the time to not sell our Steem, or push forward with a fork much earlier).
Thank you for clarifying that he did indeed promise that all the stake would be used for development. With that clarification though does not come with the allowance of freezing the stake, that process has to be ordered by a court of law usually done upon request of a court action that funds be frozen until the dispute is solved through the judicial process. The burden of proof would fall on those filing the compliant that Justin was liable either via obtaining the buy/sell agreement through a court order to see if there was a stipulation in the buy/sell agreement or some other means that he knew in advance what the stake was promised to be used for. Barring any evidence of proof the burden would fall upon Ned to return the stake and/or face legal action to get the stake back.
If I were in any of you guys shoes this is what I would do. First I would attend his open invitation for discussion whether in person or some other video conferencing measure(s) to try and amicability settle your differences. Remember though that if he bought the company outright he does have the right to do whatever he wants with it even if he grants that he knew the conditions place upon the mine stake and moves forward to use it that way, (if he doesn't, like I said the burden of proof will fall upon the other stakeholders shoulders and still may require legal recourse), it's his option still to merge the companies if he wishes. In that regard he will hold the upper hand. Do you really know for sure he bought the mined stake? If he didn't then that opens it up to he didn't buy the company lock, stock and barrel and would to have had better than fifty percent of any governing board of directors to sell and if no governing board of directors existed then he'd had to have had over fifty percent of the stakeholders granting permission to move forward with the sale under the terms it was written under and/or their participation to revise the terms of sale until such a quota was meant to move forward with the sale. Like I said I would earnestly try and resolve all the issues and if a consensus could be reached make sure it's put in writing. Now if you can't resolve your differences then you guys need to find someone(s) willing to come out from underneath their rock(s), to be representative of all stakeholders involved and file the necessary paperwork to move forward in the legal system. Anybody or those willing can be representative but you could all agree to share the cost of litigation to relieve the financial burden from falling upon one persons shoulders. The same process can happen if it's found Justin didn't know about the stake and you moved to take legal action against Ned for it's return. Keep in mind that not all countries laws are the same so depending upon where one is at they may or may not agree anything I have said has in standing with them, regardless this is a US based company and all laws here are applicable not any laws in Timbuktu.
I am going to wish all of you luck, my hope is a compromise can be found and the platform can move forward in a more vibrant and cooperative manner for everyone. There is a great deal of a number of us with our hopes pinned high that this transaction would move Steem where it needed to be in a more productive and successful manner, that means there are a great deal of a number of us hoping for a positive resolution of concerns.
Best wishes to you all.
I suggest you read blocktrades' post about cryptocurrency forks. No one is making legal claims here, at least I'm not. People are deciding what software they want to use and what transactions they want to process, mostly on the basis of what is best for Steem, and what sort of substantive fairness, integrity, and consistency with stated purpose they have come to expect when it comes to usage of the ninja-mined stake.
You seem to think that you can force witnesses to process transactions they believe to be harmful and which they don't support, or that you can force stakeholders to elect witnesses who will do so. I don't see where that obligation comes from; they never made such a promise, nor entered into such a contract.
When you refer to freezing assets in the perhaps more familiar legal sense, that involves either physical seizure or an order (backed by the force of law, and ultimately, the threat of physical seizure) against a third party not to move or transfer the assets. In that case, yes, there is a burden of proof, legal process, and formalities that understandably must be followed to bring that use of force to bear.
That's also not at all what is happening here. The witnesses are voluntarily deciding what software they want to run and what transactions they decline to process. And stakeholders are voluntarily electing those witnesses, especially now after several days when stakeholders have had ample opportunity to vote those witnesses out, if that's what they wanted. In fact, stakeholders have, overall, increased votes for the witnesses supporting the fork and decreased votes for those not supporting it.
Anyway, I certainly agree with you in hoping for a positive resolution. But that doesn't mean that anything goes and we have to sign up for what many stakeholders see as a potentially devastating outcome by giving a potentially-hostile competitor controlling interest despite the stake the competitor is holding having been designated as non-voting. That is nuts.
Let's move forward to a positive resolution that works for Steem and that the voting stakeholders of Steem agree is positive.
Please reconsider this sort of us-vs-them mentality and phrasing. I'm not 'you guys', I'm a stakeholder just like you and for what it is worth I was not personally invited to the meeting. As as stakeholder, I support any effort to advance the success of Steem through meeting and discussions, though, to the extent it is productive.
You think the witnesses are responsible for you not being able to blog? (Ps communities makes you visible now)... the irredeemables list is something Steemit inc is in control of.. maybe if you ask Justin, he’ll fix it for you 🤷♀️ But it’s not the witnesses dear, they have no part in it.
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I actually went to bat for him and got him off the irredeemables list, but he found he was on another blacklist and lost his mind and just started raging flagging random people.
so in theory that could be 40-60mil$ and he would have to pay every one of the stakeholders. that is like 1mil accounts :)
Sorry I should have worded that differently since we are talking crypto's and not stocks, stocks can't be powered down like crypto's, in order for no harm to come financially he's had to offer them adequate time to power down their stake. The main concept when it comes to investing, in a buy out, take over or merger it can't harm the investors. The positive side is that with so much at stake here on both sides the equation is this could drive them to the bargaining table without legal recourse, I would imagine that hinges on the amount of value Justin deems those holding it are worth in their continued participation. Hopefully in the end everyone will find some compromise and appreciation for the value and contribution all parties can bring together in this new proposed collaboration.
thanks. i to don't think this would ever come to court. it would be really stupid for both sides to push for something like that.
It feels like you're missing the distinction between corporate shares and cryptocurrency. Shares in Steemit have no legal relationship to the Steem cryptocurrency, they are two very distinct things.
Cryptocurrency holds value only because users of the network decide to give it value. And if a cryptocurrency loses those users, the value, in fact, goes to 0.
Also, operators in a cryptocurrency network are voluntarily running software on their own computers to support that network. They are always free to change the nature of how that software operates: they are under no contractual obligations to run a specific version of the software that operates in a certain way. In cryptocurrency lingo, this is called a fork. It happens quite often in cryptocurrency.
And Steemit itself has written forks of the Steem blockchain code many times, including redistributing funds in accounts as part of a hardfork. When that happened, the people running the Steem software on their computers had three simple choices: 1) continue to run the old software, 2) run the new software, or 3) run something completely different that they liked better.
For a more detailed explanation of this, I respectfully suggest you read my recent post on this topic: https://steemit.com/cryptocurrency/@blocktrades/the-fundamental-underpinning-of-blockchain-consensus
It's not completely simple, but if you're able to research corporate law, there's a reasonable chance you'll understand it. If not, let me know, and I'll add clarifications where I can.
If that was to be held true then the issue of whether the mining stake is part and parcel belonging to Steemit does not exist. They are, after all just as you have stated, unrelated. But there is hope for you yet as.....
No, that would be the SEC Chairmans job of determining who and what holds value, his determination was that crypto's hold value just the same as fiat and are to be treated the same as fiat when moving forward in lawsuits.
https://www.sec.gov/news/testimony/testimony-virtual-currencies-oversight-role-us-securities-and-exchange-commission
...and yet thousands of inactive accounts have proven that theory to be wrong, yes, thousands have left this platform and it keeps right on ticking, it's value has gone down but arguing the point of losing users and the effect it has had on the value so far seems to fall on death ears. Believe the point has been debated so much one could cite it from memory.
Which was one of the reason I ended up filing a complaint over a year ago. That complaint was taken as the intake worker determined my compliant was valid after posing a series of questions to me. It is illegal to redistribute funds from the lower tier to benefit the upper tier....in the "real" world that is called a ponzi scheme or close enough to qualify as one. Just because they did it and haven't been brought to task over it doesn't mean it's legal, what it means is that nobody who can afford to hire a lawyer and take them task themselves has to wait for the slow churning wheels of the government to get involved. When they look at, for example, someone like me who complains on the virtue of the offense instead of a huge monetary loss they just sit in a pile, as explained by the intake worker, until enough of these complaints pile onto someone desk or they get tired of seeing the company name always being complain about before they will finally act.
One other point....like most on here Justin isn't hiding and he has the means, when it comes to the current issue at hand so I wouldn't underestimate that fact. He legitimately bought a business and he's entitled to do whatever he wants with it....unless it can be proven he didn't buy the company lock, stock and barrel whereas no input from anyone would have been required to be involved. Like stated above it would have to be determined what, if any, and how much came out of the mined staked for develop and if he was aware of that commitment would be the amount of liability held on his behalf, otherwise that would fall directly on Ned's shoulders....and still that would depend on whether he promised to use all that money or just some of that money as to whether he fulfilled his verbal commitment.
One of the first things I learned on this chain when I came here was that the witnesses don't represent the users, it was during debates on if the chain was centralized or decentralized. In a centralized platform the witnesses would be considered the representative of the users, in a decentralized platform there is no go between the users and upper management. In a decentralized platform all users would have a vote on what changes would be made. When I tried to argue that because people pick the witnesses through voting to represent them that made the platform centralized, I was told by a witness during the debate that they don't represent the users that the users only pick those whom they want to run the nodes. I have never seen, and as many people can attest, that the questions you pose above have never been brought forth in a vote of the people from the witnesses as to which one of those questions should they apply to their actions. Furthermore, as many can attest, the witnesses end up all falling into line with the hardfolk despite that many users objected vehemently to that/those action(s). I'll admit that in order to maintain their status as a witness they'll flip flop it around better than What's Up on her best dressed days but they always go with the corporate flow. So what actions the witnesses take have no bearing on the majority of stakeholders in a representative way.
I started to read your linked article but I didn't have to get far, really I didn't even really have to go there even once I seen the word consensus in the title but I decided to give you the benefit of the doubt.
Maybe now would be a good time for a refresher on that long arm of the law...
May I respectfully suggest you read the posted link again to what the SEC chairman had to say as that's the only persons consensus on the matter that really counts.
https://www.sec.gov/news/testimony/testimony-virtual-currencies-oversight-role-us-securities-and-exchange-commission
It's been nice chatting with you as I've often seen the name but have never had the opportunity.
i had no idea about the legal point of this.
The key detail he's missing is that cryptocurrency node operators run software on their own computers on a purely voluntary basis: they have no contractual obligation to run any particular version that operates in any particular way.
This means any node operator can fork the software to operate as they please. There's no reasonable argument for harm, because the party claiming harm can simply run his own desired version of the software on his own computer. This just means there are now two "forks" of the software on the internet.
The "winner/loser" in the above case is just who gets the most users and which token gains the most economic value.
Note this happens all the time in cryptocurrency: that's why there's Bitcoin, Bitcoin Cash, Bitcoin SV, etc...
and you learn new stuff every day :)
Thanks