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My Questions to You: Real-life standards for SL exchanges 

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Written by Xavier Mohr   
Wednesday, 14 November 2007

An Editorial

I have officially stepped away from the work side of SLR for a few days. I am not going to be logging into Gmail or Second Life, really, until probably the weekend.

Having read all the comments on all these stories, though, I have decided to ask our readers a couple questions. Now, take this as what it is: an editorial from a Second Life CEO that has been around the SL finance community for a while. But also take this as a bit of insight from a former official for the SL Capital Exchange... that still does work from time to time verifying IDs.

I'm asking your opinion on this, so please comment. Do you think SL exchanges changed the rules mid-game for existing CEOs? Do you think there is a double standard in the implementation of real-life standards by Second Life exchanges?

Here is why I ask. The World Stock Exchange - or WSE as it is regularly called - was the first major stock exchange to hit the grid about a year ago. In the financial community, it is apparent that the WSE has always been "game-player-oriented," in that they do not REQUIRE real-life disclosure from CEOs and are not as strict on business operation or IPO policy. Everywhere on their website it is apparent that the WSE heavily considers SL a game, and the Linden Dollar to be a fictional currency.

But times are now changing. We've seen CEO after CEO, bank after bank, simply disappear from the grid as companies have become insolvent or their operators have lost interest. Investors are angry, and rightfully so.

Changing the subject for just a moment...

Let's take a look at real life. When I log into my E*Trade investment account, a boxed disclaimer at the bottom of my portfolio page says:

"Investment Products: • Not FDIC Insured • No Bank Guarantee • May Lose Value"

Where is this investor accountability in Second Life? We seem to be putting a lot of pressure on CEOs... all the while not remembering that there are dozens of investors in their companies that simply clicked "Buy" without ever looking at a prospectus, asking questions, or even knowing what the business does.

Now, let's talk about buying stock in general. In SL, when I want to participate in an IPO, I simply pay an ATM, log onto the website, and buy the stock. If I am smart enough to look at the prospectus, I simply click the name of the company and a single screen of poorly-worded text is presented for my review - like this one.

In real life, if I want to participate in an IPO, I first click into the IPO center of the E*Trade website. I click the name of the company and APPLY to participate by completing an extensive survey. I answer questions about my investment experience, objectives, income, and affiliations and then submit the form. Per S.E.C. policy, the brokerage will now assess (automatically through their system) whether or not I am qualified to participate in the IPO.

If I am approved, I can THEN access a prospectus like this one (PDF File - 114 pages) to review before I place a Conditional Order for IPO shares.

If I am not approved, then my account is blocked from participating in the initial public offering.

As exchanges, we are not making sure that investors are well-educated enough to trade stocks without losing money. There are many smart investors, but there are many more that are not so smart.

Our exchanges are demanding real-life accountability from CEOs but not investors. They're often not even adhering to real-life standards themselves.

I am not bashing any exchange, I am simply asking if we have a double standard here. Someone commented that SL stock trading can either be a game, or it can be real, but it can't be both. I totally agree.

If we want to pursue real-life action against SL CEOs that scam us, then up the exchange standards. Qualify investors, make CEOs submit a more detailed prospectus, and for goodness sakes introduce some trading options that will stabilize stock prices a bit!

Are the steps the exchanges are taking, such as verifying IDs, really justified... or are they just a step in the wrong direction?

Is this just a feel-good campaign for investors that have lost money in companies... to make sure these profitable stock-trading games are perpetuated... or is this really a valid attempt to increase the legitimacy of listed companies?

Do exchanges have the right to hold CEOs to real-life standards when said business-owners started their public listings under different rules? When the exchanges are not adhering to real-life standards themselves?

And what about the CEOs that IPO'd their businesses under the guise of the systems being a game? Strict financial reporting, regular updating, evaluation of assets are being imposed by exchanges under the threat of real-life action. Is this fair?

I am all for legitimacy, transparency, and honesty in listed companies. I just have to play devil's advocate for a moment. What needs to happen to make our markets more lifelike?

I do feel, while increased reporting measures and tougher listing requirements are a good thing for new IPOs, that we need to be sensitive to companies that have been around for a while... operating under different standards. I also feel like our improvements in the SL stock market should not stop with the companies, but should extend to the individual investors and even the exchanges themselves.

Just a random opinion. What do you think?

Xavier Mohr

Comments
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Guardian Market   | 2007-11-14 15:27:53
I think that verifying real-life identities presents a real problem to exchanges. First of all, there isn't any guarantee that the CEO in question will be faxing their RL ID, or just some fake ID.

Secondly, by taking the RL ID of a CEO, that (to me) implies that you intend to do something with it. Now just what is it that you intend to do? SLCapEx has been reluctant to release CEO RL information to investors, so that can't be it. The one possible lawsuit I've heard of in SL (TNW v. Investor Allen, for lack of a proper title), isn't using their subpeona to get a SLCapEx's information, but rather at Linden Lab's information, so it apparently isn't to start lawsuits. What on Earth, besides the threat of sending a lynch mob at Sal Ackland, does the exchange use the RL identity for? Spam? To me, something doesn't sit right with the idea of taking the RL identity and then sitting on it for no reason. That's trouble brewing.

As to your article, I agree that investors ultimately need to be held accountable for their purchases. I really would prefer to NOT see the SEC in Second Life, because I really doubt that they would adjust their rules to accommodate the relatively small values traded here. Going to your IPO example, when I look at my IPO page in my RL brokerage, it also informs me of a $10,000 USD minimum to place an order. SEC compliance also requires very specialized knowledge that is often very expensive. That's not a cost you can pass on to your consumers in this game, where things are (relatively) cheap.

Thoughts?
SLReports.net User   | 2007-11-14 16:28:44
Xav,

I'm not sure that what's happened shopuld be portrayed as arbitrarily changing course mid-stream. A better portrayal would be that as the market has EVOLVED (matured? hardly), and as a direct result of a number of high-profile failures, the Exchanges (a couple anyway) have begun looking at ways to actually provide SOME LEVEL of protection for potential investors. It's much harder to run and hide if people know who you really are (let's call it transparency). That DOES require some verification and a certain level of implied trust that the Exchanges and verification parties won't abuse or violate the Identification Process Trust without cause. (Now, who dtermines such "cause" at the moment is still a very small percentage of the populace - frankly the Exchange Operators. Nonetheless, it is a step in the right direction).

As to requiring potential Investors to authenticate or offer RL ID, I'm not sure the value proposition is equivalent. I do believe it COULD BE WISE to require a questionairre of some sort in addition to a conscious acknowledgement of the EULA before a new trader could participate in markets, however, as in the real world, I still believe a Caveat Emptor warning is generally sufficient. If a person is foolish enought to part with their $L without clearly understanding the risk/reward scenario can you honestly classify that party as an INVESTOR, or are the really just a GAMBLER on a fools errand?
Samantha Goldflake - Changing the rules mid-game, y     | 2007-11-15 01:03:30
A lot has changed since the very first WSE days. More and more companies entering the markets and more companies more failurs, be them fraudulent or not.

A now long (for SL) time ago there was the WSE view. Then more stock exchanges came to life, each one with a different, maybe similar to others, vision.

Soon it became evident that it was very easy to "take the money and run" and it was hard to tell the different companies apart. A not very detailed prospectus, no financial reporting, just a few news once in a while (if any news at all).

Some companies were different, yet something had to be done. Each one on its own, stock exchanges have expanded their set of rules and requirements (for sure we did).

I can talk for ourselves, we have 2 companies who originally came from another exchange and listed with us when we had just some basic regulations.

We then had some IPOs and when they were over we had additional regulations. New regulations are also scheduled to have full effect from January 1, 2008.

Is that fair to CEOs? Well, it's not like we add new regulations just for the sake of it or because we have some sadistic attitude. Rules are added as there's a need for them (CEOs may sometimes not agree).

I was reading (I think on the SLCAPEX forums) that we can put just so much pressure on CEOs. Accounting, financial reporting, not everybody can get round to that. Hiring pro help may be expensive.

Publicly traded companies must do their accounting and financial reporting right, but we'll try to make it simple enough yet useful for investors.

Our take anyway is work first on regulations and CEOs, to concentrate on investors education at a later stage (and we'll try to come to that stage asap.)

Samantha Goldflake
VSTEX Communication and Public Relations Director
http://www.vstex.net
Xavier Mohr - Thinking More   | 2007-11-15 08:20:39
First of all, thanks for the comments. I should have written a bit clearer but it when early yesterday when I wrote that, LOL - Not my most shining moment.

I was talking in-world the other day with someone about exchanges in general, and he brought up an interesting comparison. This is a lot like a poker game in that there are a lot of usaid, but ASSUMED, MORAL expectations.

For instance, if I wager $50 on a poker game and lose, I am expected to pay up. By playing the game period, I am expected to be playing fair and not cheat. It's just "moral."

SL CEOs are expected to use their money wisely, pay dividends, and do everything by the books. It's just "moral."

So what happens if I run off without paying the $50 I owe from our poker game? Odds are you are going to pursue me until I pay up. If I am just a total ass, I may duck and try to avoid you for a while, or I may eventually pay. Probably would not go much further than that.

Are you going to call the police? Probably not. Even though I have done morally wrong by not paying you what I owe, in most jurisdictions (even where REGULATED gambling is legal) PRIVATE gambling such as this is technically illegal.

If I am a Second Life CEO that runs off with IPO money, how is that different?

Now, as exchanges we can use the real-life ID we collect to ATTEMPT to PERSUADE run-off CEOs to pay up, but are we going to call the police or file a lawsuit? Why don't you answer that one. ;)

My guess is, "No."

Are we going to pursue it really hard and heavy?

My guess is, "No."

Why? Because I personally feel the odds of a run-off CEO successfully filing harassment charges against fictional exchanges pursuing them are just about as good as the exchanges actually collecting what is owed. Be it moral or not, we have seen this numerous times in the past with online games.

So what needs to be done?

I am not attempting to put an unnecessary shift of responsibility towards the exchanges themselves by any means. From what I see however there is this growing trend of where we leave everything up to the listed companies rather than balancing our expectations equally between companies, the exchanges, and investors.

For the companies: regular updating, reporting, and verification is a good thing - and I feel it is also a "moral expectation." But expecting to stop with that is a bit ridiculous.

I am of the opinion that exchanges need better policies in regard to selecting potential IPO companies. I am not suggesting 114-page PDF prospectuses by any means.

However, a good start might be requiring all potential CEOs to have been in world a minimum of 90 days. Perhaps require potential CEOs to upload their transaction history for the 30 days prior to their IPO application. More detailed use of capital projections. A project timeline for the first 90 days post-IPO. Check references. Release IPO money a third at a time. All of these are things that could easily be done.

We should also ensure our investors know the risks. The days of people complaining that "Oh, the exchange approved the IPO so I thought it was safe," need to be gone. Click-through disclaimers before purchasing stock, regular investor education sessions, and a hard-line stance of "you are responsible for the stock you buy" would be great.

I agree that the value of SL stock really doesn't dictate pre-qualifying investors the way that is done in real life. But how about requiring all traders to have "Payment Info On File" with Linden Lab, or perhaps restrict stock-trading to avatars over 60 days old?

Bottom line is we are an emerging market. If you think the way things are right now are the way they should be forever, you are wrong. I just feel rather than improvement from the company side SOLELY, we also need improvement from the exchanges and from investors... to make sure everyone is protected.

And for the CEOs that do run off, we need to make sure we are not fostering a "hunt them down in real life" attitude among investors. I fought vigorously against groups that wanted to go after Jasper Tizzy in RL after the Bank! collapse. Because although he did wrong by running off, his investors and depositors shared responsibility in that they knowingly put real money into a fictional financial institution, unregulated by any agency, offering interest unseen anywhere in the real world.

Investing... making a deposit... in SL are big risks. They should not be treated as guaranteed, sound, transactions.
Samantha Goldflake - VSTEX stance     | 2007-11-15 09:32:38
First off Xavier, you talk about requiring potential CEOs to have been inworld for 90 days.

Well, that's something that has been on our mind for a while now. We were thinking about a different number, but yes. The potential CEO should have some "history" behind him.

Such a rule will be introduced, along with something else that for now I'm not authorized to disclose.

As for CEO, RL data, we don't collect anything special. RL country is even optional.

We believe that investing into a company should be a matter between the investor and the company itself. If the investor doesn't feel right about the CEO not disclosing his RL identity, then he should not invest in that company.

Over at the VSTEX we had a few "failed" companies. Some people asked us if we were gonna go after the CEOs.

Answer was and will be: "No". Again, it's a matter between the investors and the company. We only provide a trading platform.

Anyway there's something we do, for the investors. When a VSTEX listed company collapses, we don't just delist it and "game over".

First we try to "restart" it looking for interested and reliable parties. As an example, I'll mention Monkey Canning and AVC. Tizzy gone, Canning in and now AVC is alive and kicking.

Should this fail, we have a risk fund, to partially compensate our shareholders.

We believe this to be an ethical approach. And investors always have the option to resort to RL civil laws against the old CEOs, if they want.

Again, I concur that investors should be trained and educated. We'll get there.

Samantha Goldflake
VSTEX Communication and Public Relations Director
http://www.vstex.net
Samantha Goldflake - Errata corrige     | 2007-11-15 09:35:40
compensate our shareholders should be read:

compensate the shareholders.

Freudian lapsus, since we do care about each and every shareholder.

Samantha Goldflake
VSTEX Communication and Public Relations Director
http://www.vstex.net
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Copyright (C) 2007 Alain Georgette / Copyright (C) 2006 Frantisek Hliva. All rights reserved.

 
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