The Bitcoin ETF – is Bats the right exchange?

trading 700 - Bitcoin ETF exchange

The Bats exchange has been in the news this week – and not just because it is the preferred venue for the listing of the Winklevoss Bitcoin ETF, also much in the news recently.

Why the extra attention? Because CBOE Holdings Inc., has completed the acquisition of the operator of the Bats exchanges.

The merger represents a major shift in the exchange landscape in the US. CBOE Holdings Inc. is the owner of the Chicago Board Options Exchange, the largest options exchange in the US. Bats is the second largest stock exchange operator in the US, and the largest in Europe.

Could this affect the probability of the SEC approving the Winklevoss’ fund?

Let’s look at why they chose Bats for the listing. They were originally going to go with Nasdaq, but in mid-2016, they filed an amendment changing the exchange to Bats. Press comment at the time stressed the advanced technology of the trading platform, hinting that the Winklevoss brothers were choosing the more forward-thinking option.

No doubt the technology is part of it, but it’s likely that a larger role was played by Bats’ experience with ETFs: it is the largest ETF exchange in the US.

Nasdaq is no slouch in the technology department. Of all the US exchanges, it has invested the most in blockchain exploration. Its Linq platform enables private company shares to trade on the blockchain, and it recently released the results of a blockchain-based voting trial it conducted with Chain in Estonia last year.

But Nasdaq has fallen behind Bats in market share, and does not have its clout in ETFs.

Also, Bats technology is by many accounts the best in the business (all of CBOE Holding’s operations will migrate to Bats’ platform, a strong vote of confidence). However, at its first attempt at an IPO in 2012, the technology failed and the IPO had to be withdrawn at the last minute. The systems have been considerably strengthened since then, but the SEC could see the dependence on technology as a vulnerability.

That is unlikely, though, since the trend for exchanges is to move to electronic trading. Bats was founded in Kansas in 2005 out of frustration at the duopoly of trading markets, shared between Nasdaq and the NYSE. Unlike other, older exchanges that have incorporated technology bit by bit into their operations, Bats was technology-first.

The merger with the CBOE could be interpreted as enhancing Bats’ stability and reputation. The new entity is expected to have a market capitalization of approximately $10bn, close to that of Nasdaq. While Bats is a relative newcomer, the CBOE is over 40 years old. While Bats is known for its technology, the CBOE still operates physical trading pits. And CBOE Holdings is poised to join the S&P 500.

Furthermore, the CBOE is strong in options, and already talk is circulating of the new enterprise developing an exchange for options on ETFs. This could enhance the revenue prospects in a sector suffering from declining volatility, tougher competition and lower fees.

Even if the SEC denies approval for the Winklevoss ETF fund, it is only a matter of time before a proposal is presented that it will approve. When that day happens, the exchange of choice will probably be Bats.

The merger with CBOE is likely to work in favour of the ruling: if the SEC harboured any doubts about Bats’ durability and reliability, the additional clout and growth potential should put those to rest. Furthermore, the expertise in ETFs should facilitate sensible governance and compliance. And the combined entity’s reach across financial products and geographical jurisdictions underscore the potential that innovation in ETFs could bring to a diversifying segment of the economy.

That does not mean that approval is probable – there are a host of other complications to consider. It does mean that the choice of exchange unlikely to be a negative factor.

Bitcoin ETF approval: the long game

by Louis Blythe for Unsplash - Bitcoin ETF approval
by Louis Blythe for Unsplash

The looming decision by the US Securities Exchange Commission (SEC) is, according to market analysts, putting wind under the bitcoin price sails. Market attention and media headlines seem to be focusing on the short-term impact. A pity… they’re missing out on a more interesting story.

A brief summary of the situation so far: in June 2013, Cameron and Tyler Winklevoss – the owners of the New York-based Gemini bitcoin exchange – submitted a proposal to the SEC for a bitcoin exchange traded fund (ETF) to list on Nasdaq. Since then, the Winklevoss Bitcoin Trust proposal has gone through several amendments, including switching to the BATS exchange (newer, and allegedly more technologically advanced) and establishing pricing mechanisms and custodianship procedures. After seeking public comment and using up all the deadline extensions available, the SEC is due to make a decision on approval by March 11th.

Many doubt that it will be approved. In fact, BitMex is running a book on the outcome, which places the probability at less than 40%.

Why would the SEC say no? The decision is a complicated one, but can be broken down into three sections: the intrinsic (issues pertaining to the fund itself), the extrinsic (issues pertaining to the market) and the bigger picture.

Amongst the intrinsic considerations are the suppliers of the various services that the fund will need. The Winklevosses propose that price determination and custodianship be carried out by their Gemini exchange. In the ETF world, it is unusual for one entity to fulfil both of those functions and at the same time be the sponsor.

The SEC also has concerns about bitcoin and its market. Its recent request for information included questions about forks, immutability and hacking, which reveals uncertainty over the strength of the technology. Furthermore, most of bitcoin’s trading volume is in China and Japan, which raises the spectre of manipulation of a US asset by foreign entities.

While structure and market concerns are fundamental, the SEC is no doubt also considering abstract issues such as its own reputation, and the possible effect on financial instruments. Here’s where the more interesting long game shows itself.

The SEC’s main purpose is that of protecting investors. Supporting innovation is not on its list of priorities. Given the relative youth of bitcoin and the potential vulnerabilities of the technology (mining decentralization, accidental forks, quantum technology), the risks are high. And if the SEC approves and something negative happens, that’s their reputation shot.

So, will the SEC embrace evolution and innovation, and acknowledge that bitcoin is here to stay? If so, that would mark a precedent that could shape expectations for years to come.

Or, will the SEC play it safe and defer difficult decisions until a later date? In which case, think about the message sent to change-makers. While it’s impossible to suppress creativity, a “no” decision could send innovators scurrying to find alternative (and less-regulated) outlets.

It’s also important to think about the bitcoin market beyond the immediate impact.

The Winklevoss proposal was recently amended to increase the initial amount from $65m to $100m, which signals strong initial demand. Analysts Needham & Company estimate that $300m could pour into the fund if approved, which given the limited daily volume (US$ trading is usually under $50m/day) would push up the price. How much of that is already priced in, we don’t know. And it’s worth remembering that the estimated inflow is just that, an estimate based on the performance of other similar funds (which is tricky, given that this is a first).

If the SEC decides “no”, it’s probable that the price will fall sharply. But bitcoin has many other fundamentals in its favour, and the price is likely to find support at lower levels (how much lower, I don’t know).

So, the immediate impact, even if the ETF is approved, is uncertain. The longer-term impact, however, is clearer.

There’s the liquidity aspect. If approved, the increase in bitcoin demand will boost trading volumes overall, which will reduce volatility, making bitcoin even more attractive to investors. Most of the increase will be in the US, since the fund will be doing its trading on the Gemini exchange. This will even out the current geographical imbalance in trading volumes, and calm the unease of regulators. It’s worth noting that Gemini is one of two bitcoin exchanges to have a BitLicense, which makes it one of the most highly regulated exchanges in the world.

Beyond price and liquidity improvements, there’s the reputation. Bitcoin will go from being “something criminals use” to “something approved by the SEC”, which would add a lasting veneer of respectability. Institutions and investors, not just in the US, would start to see it as an asset class rather than a libertarian speculation.

This could rattle economists and policy makers, since bitcoin represents an alternative to the established system. But it is in line with increased interest in blockchain technology from institutions. Central banks around the world are studying cryptocurrencies, some with a view to launching their own. And the recent appointment of bitcoiner Mick Mulvaney as Trump’s Director of Office of Management and Budget could herald a shift in the official attitude.

Finally, it’s important to bear in mind that an approved bitcoin ETF would be the first “mainstream” fund to be based entirely on a digital concept, with no tangible underlying asset. This could unleash a stream of creative financial engineering which could usher in a new era of opportunity. Or, it could end up increasing market instability, especially when combined with a federal policy of more relaxed regulation of financial institutions.

So, the ramifications go well beyond a “yes” or “no” and the resulting impact on the price. The initial swings will be exhilarating or horrifying, depending on your position. But the bigger picture, which affects us all, is much more compelling.

Blockchain and settlements: why?

I used to work, many years ago, as a broker of Canadian equities in London (don’t judge, it was the ‘80s). It was so long ago that I confess that I don’t remember much about the process, other than that we would write down our clients’ orders on bits of paper, and hand them in at the end of the day to the head of the desk. From there they would get passed on to the settlements department, which had its own floor, it was so large. Several days of stock price and currency movements later, the settlement would go through. I never thought to question the efficiency, I just assumed that that’s what it took to get ownership transferred.

When I started studying the blockchain, I assumed that aha!, here was a way to save billions in tied up money, simply by reducing the settlement time to seconds rather than days. I assumed that the blockchain’s transparency and immutability would make the cumbersome checking of ownership and payments unnecessary. Matching, verifying and netting would be reduced to code. So it needn’t take several days, right?

As with most financial concepts, it’s not that simple.

by Josh Pepper for Unsplash - trading settlements
by Josh Pepper for Unsplash

To see why, let’s start with a simple example. You and I are together in a café. I have a share certificate in my hand, and you want to buy it. You hand me the cash, I hand you the certificate, and we have instant settlement.

But wait a minute: how do you know that that share certificate is not fake? How do I know that the cash is not fake? My doubts are easier to resolve than yours (I just happen to have a fake bill detector in my pocket). How are you going to check that the certificate was not forged or copied? That’s going to take you a while. We no longer have instant settlement.

Back in the day when share certificates were bearer items (pieces of paper that belonged to whoever held them, much like the €20 in your pocket), checking authenticity could have been enough for the transaction. But now you need to know for sure that I have the right to sell that certificate, because if not, once I’ve disappeared with the cash, you could find that the rightful owner appears and wants the sale declared null and void. How do you do that?

And while you’re doing all your checking, I could decide to change the price. Markets move, after all. How do you prevent that from happening?

The settlement is getting more complicated, right? Now let’s throw in the delicacies of electronic payment, and electronic transfer. To the same doubts about authenticity, we can now add doubts about settlement. Even if we’re satisfied that we are who we say we are, and that we have the right to send the digital certificate/payment, I’m not going to transfer ownership until you send the money, and you’re not going to send the money until I transfer ownership. Who can help us with that?

And, since it’s unlikely that I hold my digital certificates, I have to route all instructions through my certificate custodian. And, how did you and I find each other in the first place? Suddenly a lot of other parties are getting involved, and each is going to want to verify and check that everyone is who they say they are.

So, a lot of verification is going on. And it’s that verification that takes the time.

In theory, the blockchain can help us with verification, in that if something is stored on the blockchain, it’s fact. But is it? Let’s presume that I, personally, don’t have the power to publish my share ownership on the blockchain. My custodian would have to do that. (Why he would do that is an interesting dilemma, since once he has published all his clients’ shares to the blockchain, he is out of a job.)

And how do we know that my custodian will publish the correct information? That my share holdings are 100% intact (nothing has been siphoned off), verifiable, and in a universally accepted format? Who decides what that format is? Would that not be a very, gasp, centralized decision? For a technology that rests on decentralization?

Let’s assume that we figure out a way for my custodian to blockchain all of my holdings and manage to keep his job. So, he transfers the digital ownership of the shares I want to sell to my broker, who is in contact with your broker. Why is my broker going to trust your broker to make the payment on your behalf? It’s easy enough if they know each other or have done business before. But what if you are in Azerbaijan and I am in Iceland? (And let’s not even go into how long it would take a payment to get from Azerbaijan to Iceland…). Right now regulation makes this all work relatively smoothly. And regulation insists on verification and re-verification of the facts and identities. It’s very unlikely that just putting it on the blockchain would be “good enough” for the regulators.

And we shouldn’t want it to be. Efficiency is great, yes. But when it comes to large sums of money, reliability is more important. And when you think of all of the verification that needs to happen for a trade to take place, settlement of two or three days doesn’t sound like that much, after all.

It is possible that the financial sector could come up with a way to encode verification, identity and transactions. But to do it going back far enough for it to be useful would entail a colossal cost. And to do it in a uniform manner in a fiercely fragmented business would require almost magical management skills.

But that’s not to say that blockchain settlement is not a good idea. Some asset classes take longer to settle than others. So, it’s quite possible that we’ll end up seeing separate settlement practices for separate types of deals, and some of those may well use the blockchain. I can especially see blockchain-style settlement being used for future asset classes that haven’t even been invented yet. Building a new settlement system from scratch would be an excellent opportunity for the blockchain to show its power. Converting current systems? Not so much.

And while decentralized trading sounds efficient and, well, democratic, we need to take a look at the steadying role a centralized control can play. Imagine what could have happened in September 2001, and again in the 2008 crash, withoutSEC interference. And the need to reverse a trade, either because of error or because of contractual conditions, is a relatively common occurrence, and something that the blockchain is not set up to allow.

The “blockchain as a new settlement system” dream is appealing. But as with much of the information and talk surrounding this powerful technology, it is largely hype. An improvement on the current system would benefit liquidity and profits, and make the sector more resilient to shocks. And the blockchain does have a role to play in making payments and data transfer more efficient. But it would be a mistake to assume that technology alone is the barrier to an instant settlement system. There is much to explore, though, and much to learn, and things can always be improved, indeed should be if the solution is practical. The sector and the blockchain will find ways of working together if we can move away from sweeping proclamations and towards practical applications that can help today.

The blockchain and the stockchain

At the very end of last year, a major milestone was reached in the bitcoin world. Or it wasn’t, depending on who you listen to. And what your definition of “stock” is. Either way, what happened was a big step forward, and a harbinger of important changes coming to securities trading and business finance.

What happened is this: Chain, which specializes in enterprise blockchain platforms, issued shares on Nasdaq. Only they weren’t traditional shares, they were digital. And not on the “regular” Nasdaq, but on a subsidiary newly created to handle this kind of transaction.

stock exchange

But how does that work?

Nasdaq Linq, part of Nasdaq Private Markets, was set up to facilitate the issuance, transfer and settlement of shares of privately-held companies on The NASDAQ Private Market using a digital ledger technology similar to that which powers bitcoin. (For more on the difference between bitcoin and the blockchain, see here.) Rather than a stock exchange mirror, Linq is more a shareholding management tool, especially useful for de-mystifying the chaotic structures thought up in the early days of a business. The ledger allows settlement time to be slashed (minutes rather than days), issued shares to be easily tracked, and related documents to be dealt with and executed online.

The mechanism was developed by Chain, so it is appropriate (or symbiotic, if you prefer) that its own securities be the first to try it out. Chain creates Nasdaq’s Linq platform, Nasdaq owns part of Chain, Chain is the first to issue shares using this technology… You get the picture.

Yet Chain won’t be the last to use this technology. Nasdaq has hinted that further digital share offerings are in the pipeline from ChangeTip, PeerNova and other blockchain startups. NXT, Ripple and Digital Assets Holdings, among others, are working on similar technologies, and we will definitely see several more transactions of this type over the next few months.

peernova

And depending on your definition of “security”, it wasn’t even the first. In August of last year, smart contracts platform Symbiont sold its own digitized private equity on the blockchain to an investor, and registered its founders’ stakes as well as stock options and shares granted to employees. Symbiont’s innovation is the creation of “Smart Securities”, which not only settles and records transfers, but can also pay dividends and convert stock options automatically.

Broadening the definition a bit, in June of last year US-based retailer Overstock sold a $5m “cryptobond” on its tØ blockchain-based security trading platform. In December it got regulatory approval for the issue of company shares on the bitcoin blockchain.

Whoever came first, all three innovations stand to make a big impact: Overstock because its tØ platform and upcoming digital share offering “proves that cryptotechnology can facilitate transparent and secure access to capital by emerging companies”, according to founder Patrick Byrne; Symbiont because it is leveraging the decentralized power of the bitcoin blockchain to make trades cheaper, faster and “smarter”, which will expand the use cases for bitcoin and open up trading to non-market players; Nasdaq because it is a globally recognized name with exchanges around the world. All of them increase efficiency by reducing settlement time, increasing transparency and removing middlemen.

This is exciting, but at the same time fraught with significant obstacles.

One is the inherent conservatism of investors. New technologies can be scary, especially ones that are not easy to understand. Institutions are used to the delayed settlement systems currently in place, and could well prefer to bear the steep economic cost of that inefficiency rather than risk not only losing their investment due to a tech malfunction, but also of looking foolish.

Another is the lack of understanding of the mechanism on the part of the private companies, and the fear of attracting the attention of the regulators. Especially in the US, where each state has different securities legislation, a non-physical security residing in “cyberspace” is too much of a conceptual leap for most funds and investors to feel comfortable with.

Another is the need to balance the open nature of the blockchain with investors’ need for privacy. What some might see as an advantage – the ability to track the ownership history of a share or bond – others might see as an encroachment on their desire for anonymity.

Yet these obstacles can be overcome with time, just as other technology adoption obstacles have been overcome in the past (remember the “no-one will use the Internet” prediction?). The advantages of blockchain-based securities settlement are clear: faster, cheaper and global. The need for simpler financing is also clear: initial cap tables and shareholding structures are usually a mess, scribbled on napkins and promised in meeting rooms. A secure and inexpensive method of issuing shares will make setting up a business easier, which could help to foster entrepreneurial activity. And as more and more high-growth startups avoid regulation-heavy IPOs, a reliable and liquid alternative will empower businesses of all sizes and make them less beholden to Wall Street and its international counterparts.

Who will be the winner here? Which business model will triumph? Will shares be on private ledgers or the public blockchain? I expect we will see a combination of forms and formats, with various platforms offering different advantages, with smaller businesses benefitting from enhanced control and transparency, and with an explosive growth in creative instruments backed by cryptography and maths.

It won’t be a smooth transition, and it won’t be quick. Nor should it. When it comes to investors’ money and companies’ financing, care needs to be taken. But the shift will happen, and as it does, it will lead to a more accessible and fair financial system.

The new stockmarket: Issuing shares on the blockchain

With stockmarket crashes, Black Mondays and popped bubbles in the headlines recently, this news passed by pretty much unnoticed: last week Digital Asset Holdings successfully issued stock in a private company on a totally different sort of exchange.

Why is that even news, you ask? Because it’s the start of something potentially huge, that could increase investment overall, help the circulation of money, improve funding efficiency and give liquidity to previously illiquid markets.

stock-trading

Some background: Digital Asset Holdings (DAH) is a blockchain startup that aims to use the technology behind Bitcoin to improve trading settlement. Focussing mainly on digital assets, DAH has developed an efficient and secure exchange system for digitized shares, cryptocurrencies and more, and plans to offer the services of this platform to financial institutions. Technically it’s not Bitcoin, as instead of one decentralized, public ledger with a token of value (currency) attached, DAH offers many, centralized private ledgers with no currency attached. But the transmission method is based on the same principles. By encoding securities’ information onto something similar to a blockchain, the company can improve transparency of ownership, and speed of transaction, both of which will make regulators, investors and traders happy. And if regulators, investors and traders are happy, then financial institutions will be happy.

Last week DAH created shares in Pivit, an online betting platform that uses the power of crowds to predict outcomes of elections, games, or any other public event, and sold them to private investors. This is the first time that the blockchain principle has been used to issue and distribute shares in a company. Not a lot of details are available, as in how exactly it works, or even exact figures, but we will find out more over the coming weeks. What I find most exciting is the potential to make investments in private companies more liquid. With the “decentralized ledger technology”, ownership should be much more easily transmittable, without so many contracts, verification procedures and time-consuming steps.

A limitation is that this is still not open to “ordinary people”, as the stock market is. The investors in this latest crypto-round are all qualified investors. That is fair, as the risk in investing in private companies is even higher than investing in the stock market – less information, less liquidity. But it is a step towards improving the efficiency of the financing of private companies, and to potentially broadening the field of startup funding. Will this lead to a more creative business ecosystem? Let’s hope so.