The Gox Initiative

The Gox Initiative: A PLAN FOR A TRANSPARENT TRANSPARENT EXCHANGE OWNED BY THE COMMUNITY An Initial Draft for for Public Comment Prepared by Daniel J. Kelman, Esq For News and Updates visit danielkelman.com

TABLE OF CONTENTS

Table of Contents………………………………………………………… ……………………………………………………………………………………………..…..1 …………………………………..…..1 Acknowledgements…………………………………………………..…………… …………………………………………………..……………………… ………… …………………4 Foreword:

An Open Letter to the Community …………………………………………………. 5

Part I:

Summary For the TLDR Crowd: 10 Step Plan ……..…………………………… ……..……………………………7

Part II: Legal Considerations ………………………………………..……………………………………..14 .14 A.

B.

Bankruptcy in Japan ………………………………………………… …………………………………………………………………….. …………………..14 (a)

Minimum Requirements Needed From Mt. Gox Estate ………...15

(b)

Barriers to Acceptance of Our Plan ……………………………………. .16

KYC and Personally Identifiable Information of Mt. Gox Customers……..………………………………………… ………………………………….18

C.

Jurisdiction ………………………………………………………………………………..... 19 (a)

Political Stability ………………………………………………………… ………………………………………………………….……20 .……20

(b)

Commitment to Free Market ………………………………………….…..22 ………………………………………….…..22

(c)

Bitcoin Permitted ………………………………………………………….… ………………………………………………………….…..23

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D.

(d)

English and Chinese Speaking Worlds Meet ………………………..25

(e)

Superior Talent Pool and Infrastructure ……………………..………25 ……………………..………25

Regulatory Compliance …………………………….………………………….……… …………………………….………………………….……… 26 (a)

Incorporation ……………………………………………………………… ……………………………………………………………………26 ……26 (i)

History and Modernization of Companies Ordinance …………................................................................................................26

(ii)

Registering a Hong Kong Public Company ……………..…27

(iii)

Hong Kong Public Company Reporting Requirements ………………………………………………………………………………29

(iv)

Other Important Information Concerning Hong Kong Public Companies ………………………………………….………..30 ………………………………………….………..30

(v)

Public Listing On the Hong Kong Stock S tock Exchange (let’s

not get carried away) …………………………………….…..……33 …………………………………….…..……33 (b)

E.

Money Service Operator License ………………………………………..34 (i)

Ultimate Owner ………………………………………………………35

(ii)

Fit and Proper Person …………………………………………….. ……………………………………………..35

(iii)

Applic ation Procedure …………………………………………….36 …………………………………………….36

(c)

Regulation of the Sale of Shares Generally ………………………..37

(d)

Hong Kong KYC Rules …………………………………………………..……38 …………………………………………………..……38

(e)

Hong Kong Usury Laws …………………………………………………..….38

Capital Structure: Designed to Repay Losses While Remaining

Competitive ……………..…………………………………………… ……………..…………………………………………………………………………......41 ……………………………......41 2 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

F. Part III: A.

B.

Company Charter and Bylaws ………………………………………………….……43 Business Considerations.……………………….……………………………………...43 43 Business Model …………………………………………………………………………….43 (a)

The Standard Model ………………………………………………………. .…43

(b)

The Chinese Model …………………………………………………………….44

(c)

Blending the Two …………………………...................................................45 (i)

Transparency Justifies a Premium …………………………...45

(ii)

Profit from Cross Border Cash Flow …………………………45

(iii)

Bitcoin Lending ………………………………………………………4 ………………………………………………………46 6

Initial Capitalization & Branding…………………………………………………....47 (a)

Customer Lists …………………………………………………………… …………………………………………………………….…….47 .…….47

(b)

Mt. Gox Name and Media Hype …………………………………….…….47

(c)

Large Creditors of Mt. Gox ………………………………………………....48 ………………………………………………....48

(d)

Outside Investors Seeking Exposure to Virtual Currency Infrastruct ure……………………………………………………………….……48 ure……………………………………………………………….……48

C. Part IV: A.

New Depositors …………………………………………………………………………...49 Security ……………………….........……………………………………………………..….59 Financial Industry Securit y Practices …………………………………………….50 …………………………………………….50 (a)

Rotating Work Detail ……………………………………………………..…..51 ……………………………………………………..…..51

(b)

Mandatory Vacation …………………………………………………..………5 …………………………………………………..………51 1

(c)

Regular Audits by Outside Firms ………………………………………..52 ………………………………………..52


Acknowledgements Thanks are owed to Myron Davis. Davis. His efforts to promote this idea since its inception helped everyone realize its importance. importance. His generous support has also greatly contributed toward my being able to remain in Tokyo to fight. Credit must also be given to Daniel Kong, Weili Huang. Huang. And Allen Liu Daniel has helped organize a discussion of this Plan in New York, provided valuable insight and analysis and is working working on a Spanish translation translation of this Plan. Weili and Allen have organized an impressive number of Chinese creditors, provided considerable analysis for this Plan and are now organizing efforts for a Chinese translation. Lastly, I need to thank everyone from IRC ##mtgox-statement who lent me their ear and gave me support and encouragement to take the initiative and do something to help the Community—you know who who you are! Redditors and Bitcointalkers who gave feedback on my initial letter, An Open Letter to Mark Karpeles: Voluntary Reorganization Reorganization is the Best Option for us All, you also deserve thanks.


Foreword: An Open Letter to the Community Dear Bitcoin Community, This is an initial draft of a plan to create an exchange owned by those who lost funds on Mt. Gox ( the “Plan”). This Plan is the product of weeks weeks of discussions with the Community. It is consistent with our belief in self-regulation, asking asking us to put the interests of the Community before our immediate right to spendable bitcoins. It seeks to right right wrongs wrongs not through force, but through through reasoned consensus. We have nothing to lose: at worst, History will will look kindly upon us for our efforts; at best we will recoup losses, give the Community a reliable place to trade virtual currency and set an example in self-governance. You are not required to accept this plan. You are not required to consider it. But if you desire to further the adoption of bitcoin, if you recognize the importance of the freedom to choose a currency and want to increase the chances Mt. Gox depositors recoup losses, please read this Plan and engage in a public debate about it. Please maintain maintain optimism while remaining remaining open to to reasoned disagreement. disagreement. If we cannot view ourselves honestly we are doomed to failure. We are all connected: negative headlines impact the price of bitcoin and harm adoption. An exchange embodying embodying core values of Transparency, Transparency, Honesty, Professionalism and Long-Term Long-Term Vision is what what this Community deserves. Such an exchange would be committed to (a) regular independent audits of its books and records, (b) clear and consistent communication with its customers, (c) a professional image to show the world bitcoin has come of age and (d) promotion of 5 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

management committed to the principles upon which bitcoin was founded while avoiding promotion promotion of management motivated by short-term short-term profit. Because these issues affect us all, participation should not be restricted to those who lost their investment on Mt. Gox. Mark Karpeles’ actions affected everyone in bitcoin and everyone should weigh in. Since I posted An Open Letter to Mark Karpeles: Voluntary Reorganization Reorganization is the Best Option for Us All on Reddit 1 and Bitcointalk, 2 the idea of an exchange owned by those who lost money on Mt. Gox has gained traction. traction. This Plan grew out of that letter, but its details are the product of the discussion that followed with all of you. My life savings were robbed by Mark Karpeles the day Mtgox.com went offline. That same day I joined IRC for the first first time and therein discovered this Community. Mt. Gox is now gone and we have an opportunity opportunity to rebuild. Let’s show the world what we are capable of.

Sincerely Yours, Daniel J. Kelman, Esq. danielkelman.com IRC: Lao_Ban_ QQ: 1770955913 [email protected] Support the Cause: Bitcoin: 18r6dwWZYseeyVdqU7W 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg tmyqdnh5aucCLqg Dogecoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

1http://www.reddit.com/r/Bitcoin/comments/ http://www.reddit.com/r/Bitcoin/comments/1yyrvf/open_letter_to_ 1yyrvf/open_letter_to_mark_karpel mark_karpel

es_voluntary/ 2 https://bitcointalk.org/index.php?topic= https://bitcointalk.org/index.php?topic=488483.0 488483.0 6 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

The Gox Initiative: A Plan for a Community-Owned Exchange Initial Draft for Public Comment Part I: Summary for the TLDR Crowd Step 1: 51% Bankruptcy Coalition Step one is to bring together a 51% coalition in the Mt. Gox bankruptcy in Japan to obtain approval approval from the court for our Plan of rehabilitation. rehabilitation. We are getting close. Our Plan requires that we be given given the lists of the customers who lost funds and their balances, balances, allowing us to recreate the exchange. Customers will need to give permission for us to use their information to create a new company and issue them shares—they have everything to gain and and little to lose in so doing. Any other assets from Mt. Gox will be a cherry on top when they are distributed. Step 2: Incorporate in New Location Step two is to pick a location and incorporate. incorporate. This Plan proposes to open an exchange in Hong Kong to bring the Chinese and English speaking bitcoin worlds together. This exchange will require (a) the formation formation of a Hong Kong Public Company (the “Company”), (b) the issuance of a Money Service Operator (“MSO”) License from the Hong Kong Monetary Authority (the “HKMA”), (c) the possible issuance of other licenses for loaning out bitcoins, (d) compliance with the Hong Kong Companies Ordinance Ordinance and other provisions of Hong Kong Kong law. The Company will own and operate the exchange, and the Company will in turn be owned by everyone who lost money at Mt. Gox, as well as new investors needed for initial capitalization. Step 3: Agree on a Capital Structure 7 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

Step three is to pick a capital structure. structure. This Plan proposes three (3) classes of shares: Class A shares will be issued to those who held bitcoins on Mt. Gox, Class B shares will be issued to those who held fiat, and Class C shares will be issued to new investors. The Class A and Class B shares will have have increased voting power to make them more valuable to create an incentive for new investors to first seek to purchase shares from those who lost money, though we may need to initially restrict transferability in order to capitalize the exchange through the sale of Class C shares. Class C shares will be convertible into an equivalent of the more valuable valuable Class A and B shares provided Class C owners later purchase a certain amount of Class A and B shares. This is intended to further help those who lost money recoup losses, while maximizing incentives for investors to purchase Class C shares and provide initial capitalization The difference in attributes between Class A and Class B shares, to the extent we agree there should be differences, will be the most contentious issue for the Community to agree on. We must debate debate this while while not letting it it divide us. All shares will eventually be transferable, but we will not be a publicly traded company, at least initiall y (let’s not bite off more than we can chew for now). Sales of your Class A and B shares will need to be privately negotiated and brokerage houses may be of use in securing a private placement to accredited investors. Step 4: Capitalize the New Exchange


Step four is to capitalize capitalize the new exchange. exchange. Accredited investors3 will be solicited to recapitalize the exchange and sold Class C shares. These C shares will be convertible into the Class A and B shares (or an equivalent new class of shares) provided the Class C owners later purchase a certain number of Class A and B shares (this ratio is yet to be determined). Negotiation and compromise will no doubt be required with respect to voting power allocated to different classes of share. A budget will need to be proposed determining what we need to start —one is proposed herein but should be discussed by the Community to ensure it holds up. Investors who doubt if bitcoin will be the virtual currency to ultimately prevail but believe in virtual currencies generally (think AOL vs. Google) are seeking se eking out investments in infrastructure related to virtual currencies. There will be interested buyers. Step 5: Implement Corporate Governance Step five is to set up the governance of the new company. company. After capitalization capitalization and issuance of shares, the first meeting of the shareholders will be called, as required by Hong Kong law. law. Physical attendance is not required, required, proxies may be issued and effort will be made to make electronic attendance attendance possible. There, we will vote on a corporate charter, by laws, (I am now turning to drafting a proposed charter and by-laws), elect a Board of Directors and vote on any other provisions as required by the charter and by-laws by-laws . We plan to have support for these measures 3 Securities

Regulations were enacted to protect the public and such regulations contain exemptions permitting companies to sell securities to such “Accredited Investors” (as used in America) or “Sophisticated Investors” (as used in Hong Kong.


secured online through discussion beforehand, beforehand, so this is a mere formality. As per the charter, the Board will then be responsible for selecting many of the officers of the Company, though I propose that the shareholders at least initially be responsible for selecting the CEO —such a diversified and large group of shareholders should have the opportunity to directly select a leader. Step 6: Decide on and Implement a Business Model Step 6 is to implement a business model that t hat takes advantage of Hong Kong’s unique position between China China and the rest of the bitcoin world. The company could have a business model blending elements of Huobi.com (0% trading fees, interest bearing bitcoin loans to trade on) and other more Standard exchanges (making money off of trading trading fees). The Hong Kong market for bitcoin consumption provides a unique opportunity opportunity in this respect. Hong Kong allows us to cater to investors in both China and the rest of the world, both of whom we will want to attract by giving them a safe and transparent place to store and trade bitcoins. Investors from China will feel safer storing their bitcoins in Hong Kong than in the PRC4, meaning we should be able to charge a premium above Huobi’s zero percent (0%) for trades. We should also attract attract to Chinese clientele by offering offering the same services to borrow bitcoins as Huobi. Lastly, the exchange will also seek to profit f rom rom the large cash flows funneled between between Hong Kong and the People’s Republic of China,5 which may be done by charging a fee for withdrawals. Expansion may be

4 Chinese investors are looking for

opportunities to move capital offshore. is important to also understand how bitcoin is currently being used to facilitate trade. By way of example, merchants who who import luxury goods from Hong Kong to 10 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB 5 It

made into other virtual currencies currencies later. Market surveys may may need to be conducted in the coming weeks to further develop this aspect of the Plan. Step 7: Attract New Depositors and Customers Step seven is to attract new depositors and users. The company will attract attract new depositors by (a) promoting our commitment to being the first fully transparent and regularly audited exchange, and (b) le veraging the media’s fixation on Mt. Gox as a method for obtaining advertising and (c) showing that trading with our exchange is also a public good that that benefits the Community. Essentially, we are run by the Community, for the Community and we will open our books to prove it — something no other exchange exchange has done. Helping those who lost lost funds on Mt. Gox can be accomplished without resorting to naked charity, you can help simply by doing business with us. This same pitch will will be used with outside investors investors to obtain the capital we need to begin operations. (I am assuming there is no capital left at Mt. Gox). In addition, we will depend on the shareholders shareholders to promote the exchange online and help put the word out. Step 8: New Investors to Purchase Class A and B Shares Step 8: New investors may later enter the company by purchasing existing shares or through a new issuance of shares after a vote by the Company to do so. The goal is to cash out those who lost money on Mt. Gox by building value in their the Mainland will (1) sell luxury goods for cash, (2) purchase bitcoins with the cash in the PRC, (3) send the bitcoins to an exchange in Hong Kong, (4) withdraw them, (5) purchase more luxury goods and and (6) repeat. Bitcoins are used because it is a faster, more simple way of moving moving money. We can make money off this cash flow because merchants will pay a small premium for superior reliability and customer service. 11 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

shares, which is likely if the figures in the Mt. Gox Crisis Document 6 are to be relied on. (See Chart Chart 1 below).

Chart 1 The Company may offer share buy-backs or dividends at some point, but to remain competitive promises promises should not be made. The best method for compensating everyone is to create Class A and Class B shares that are more valuable than other issues and provide Class C shareholders incentives for purchasing them (e.g. convertibility of C shares through purchasing A and B shares). Bear in mind, many sophisticated investors looking to enter bitcoin are also looking to invest in infrastructure infrastructure that may be used by any virtual currency. Such investors are bullish on virtual currency, currency, but are not certain if bitcoin is AOL or Google. Google. This is See [http://www.scribd.com/doc/209050732/MtGox-Situation [http://www.scribd.com/doc/209050732/MtGox-Situation-Crisis-Strategy -Crisis-Strategy-Draft] (note that Mt. Gox went back into this scribd file and redacted the information in Chart 1, which was downloaded while it was still posted at scribd). 12 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB 6

our chance to gain exposure to such an investment or cash out by providing this investment to outside investors. Step 9: Coding of a New Trading Platform and Security Step 9 is, as far as I know, currently in progress (and should be described as an earlier step, but as a lawyer this is not my department) and it is the coding of the new exchange and development of technology technology we will need to conduct trading. The code for a new exchange is currently under construction, as we will need something more reliable than Mark’s php experiment. I am not a developer , so I am relying on

others among us here, who inform me that such a project is under construction and progressing rapidly. rapidly. I encourage those of you with expertise in this area to contribute to this part of the discussion. It will be heard by those working on this project. Step 9 also involves deciding upon security measures to safeguard bitcoins. Methods used in the traditional financial system can be employed for people handling the cold wallets: regular job rotation, mandatory vacations vacations and regular outside audits can all work to prevent opportunities for collusion and the appearance of impropriety impropriety among otherwise otherwise honest employees. Proposals for a new trading system based on three-way signing may also be considered for future implementation. Step 10: Cashing Out Step ten is cashing everybody out. The best method will be through a private private sale of shares to an investor. Through the advantages we plan plan to build into Class A 13 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

and B shares, new investors will have an incentive to purchase your shares at a premium. Sophisticated investors investors seeking exposure to virtual currencies are not not just looking at investing in virtual currency itself, but are considering infrastructure to hedge against a possible new virtual currency emerging and dominating the market (e.g. AOL and Google). Brokerage houses can be used to sell shares to accredited or sophisticated investors. The Company cannot promise share buybacks or dividends, as the t he market is competitive and we will need flexibility in our ability to allocate capital to remain competitive. But if the opportunity presents itself, itself, we should certainly pay dividends (they are not taxed under Hong Kong law, but may be under your home jurisdiction). There is also a possibility that in the the future we could apply for a listing on the Hong Kong Stock Exchange, but this is too ambitious an idea right now and we should be focusing on the more immediate and substantial obstacles we face. For now, please take a long term view of what is happening and plan on negotiating a private sale of your shares to a third party after a couple years. If the focus is on building a transparent exchange with excellent customer service, the money will follow. Success will not happen overnight, but if bitcoin was a long-term investment for you then we ask you view this project in the same light. Part II: Legal Considerations Considerations This section entitled “Legal Considerations” Considerations” is a step -by-step set of practical considerations for a Plan supported by legal analysis and research. A: Bankruptcy in Japan Japan 14 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

The issue is how to maximize our return from the Mt. Gox bankruptcy in Japan and obtain what we need to hit the ground running with our new exchange. This requires analysis of (a) the minimum we need from Mt. Gox to start our own exchange, (b) how to convince J apan’s bankruptcy court to grant us the relief we desire. (a)

Minimum Requirements: What We Need from the Mt. Gox Estate

The issue is what we need from the Mt. Gox estate to move forward with our Plan. All we need are the names of account holders, proof the accounts accounts are theirs,7 and their account balances. balances. With this information we can determine with accuracy exchange. From this, we will be be able to determine each person’s stake in the new exchange. and issue shares pro rata. rata. For each person’s percentage of the entire Mt. Gox debt and example, if we assume Mt. Gox had $500,000,000 in total liabilities to depositors and a depositor was owed a total of $5,000,000, such person would hold one percent (1%) of the debt and be entitled to an equivalent percentage of shares in the new exchange, less a pro rata portion of any equity set aside for new investors brought in to recapitalize the exchange. At present we are working with a team of Japanese lawyers to obtain Mt. Gox’s customer lists and account balances. balances. These customer lists and account

7 There

has been discussion of purchasing the information, with the consent of all users, from hackers who hacked the Mt. Gox database. database. This is not advisable for at least a couple reasons: (1) we need to maintain an appearance of legitimacy, and (2) the hackers have incentive to create phony accounts for themselves, diluting us all. For these reasons, we will not consider this option unless Mark Karpeles has destroyed the records (a criminal offense in its own right), making what we propose impossible. 15 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

balances are required to determine with accuracy who is owed by Mt. Gox and in what amounts. These amounts can then be used as a basis basis for determining issuance of shares in a new Company. Company. We are confident we will be successful because of the receptive nature the Community has shown toward the idea of a voluntary reorganization into a community-owned exchange. (b)

Convincing the Bankruptcy Court to Accept Our Plan

The issue is what is needed to convince the bankruptcy court to accept our Plan. Japanese Bankruptcy Bankruptcy law8 is similar to its American counterpart, but places greater emphasis on a rehabilitation plan providing for continued employment of company employees. Additionally, Japanese Japanese Bankruptcy law does not recognize recognize a “cram-down9”as does America, instead allowing the judge t o exercise broad power

to fashion a remedy. A simple fifty-one percent (51%) majority of the shareholders should be able to convince the judge to grant our Plan, though a greater percentage can be achieved. First, Mt. Gox’s business model sought to make use of independent contractors. The Japanese cultural ethos of the company honoring honoring a commitment to employees will therefore not benefit Mt. Gox. Second, all evidence points to fraud and embezzlement at Mt . Gox. Mt. Gox’s own “Crisis Document” Document” and submission to

8 For an overview of

Japanese Bankruptcy law, s ee A Practical Practical Guide to Japanese Japanese Insolvency Procedures, Bingham Bingham McCutchen LLP, 2011. Find it on the web at: http://www.bingham.com/Publica http://www.bin gham.com/Publications/Files/2012/02/Ations/Files/2012/02/A-Practical-Guide-toPractical-Guide-toJapanese-Insolvency-Procedures 9 A “cram-down” is a statutory mechanism allowing a percentage of creditors (those owed money by Mt. Gox) in a bankruptcy bankruptcy can force others to accept a plan. plan. Most jurisdictions require a 66% to 75% majority. 16 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

the bankruptcy court stated they had only 2,000 bitcoins left, yet there have been attempts to move more than 200,000 bitcoins off of Mt. Gox’s servers since they filed for bankruptcy 10 (lawyers have been fighting this issue as well) . Mark Karpeles’ actions here are punishable by incarceration under Article 255 of Japan’s Civil Rehabilitation Act (in pertinent part): A person who, before or after the commencement of rehabilitation proceedings, for the purpose of harming creditors, has conducted any of the acts listed in the following items shall be punished by imprisonment with work for not more than ten years or a fine of not more than ten million yen, or both, when an order of commencement c ommencement of rehabilitation proceedings against the debtor becomes final and binding. The same shall apply to a person who has served as the other party to the act set forth in item (iv) while knowing such purpose, when an order of commencement of rehabilitation proceedings becomes final and binding: (i) An act of concealing or damaging the debtor's property Mark Karpeles can argue in defense that he was not trying to harm us, only trying to protect the assets. But this will not explain the hundreds of thousands thousands of bitcoins being broken into small amounts or the fact that more coins have been moved than were reported to have been in his possession to the bankruptcy court. We will push to have him incarcerated to the fullest extent of the law in both Japan and America. America. An example must be made of him.

10 During

the weekend of March 8-9, 2014 hundreds of thousands of bitcoins were moving through the Mt. Gox API. API. Blockchain.info and and Coinsight.org provided a clear window into this activity. 17 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

For Mark Karpeles to prevail in bankruptcy he will need a viable competing plan showing he can earn our money back. This will be difficult for him since, in addition to the foregoing, investors will not want to participate in a project in which he is involved. For these reasons, but chiefly because a fifty-one percent (51%) majority can be obtained, the customer lists and balances are recoverable. B: KYC and Personally Identifiable Information of Mt. Gox Customers The issue is whether and under what circumstances the Mt. Gox customer lists and corresponding balances balances can be used. More specifically, the issue is what must be done to obtain permission to use such lists and balances. balances. Our intent is to accurately determine the pro rata issuance of shares in the Company as a percentage of loss shareholder loss. To do this, we need proof of who owned what and their balances. We can get this information, but we will need you, the customer’s permission to use such information and issue you shares.

Many have signed up for the mailing lists or joined forces with other creditors. We can begin by using these mailing lists, lists, as well as contacting other groups of creditors with separate mailing lists, and asking Mt. Gox depositors to sign a Waiver and Authorization Agreement allowing for the use your personally identifiable information to issue you shares in the Company. These documents will contain terms outlining the use of your personally identifiable information and the steps that must be taken to protect it.


Some people will not want to be a part of this, and that is okay —more equity for everyone else. There are others who may not hear of this Plan Plan and will subsequently not execute the agreements needed to use their information to issue them shares. To remedy this, the Company will (a) (a) add up the total balances of customers who sign agreements and are issued shares, (b) subtract that figure from the total liabilities Mt. Gox owed depositors and (c) issue shares representing the resulting amount to the Company to be held in trust for any such members for six months. A website will be designated and a contact email provided therein for any such investors who have not claimed funds—they need only fill out the necessary agreements to be issued shares. After six months Company management management will determine whether shares will be sold and any sums allocated toward capital investments in the Company, or dissolved. C: Jurisdiction The first issue is where to locate an exchange: Hong Kong is an excellent choice. Our exchange should be located in a jurisdiction jurisdiction where (a) (a) there is commitment to free-market principles, (b) the regulatory bodies have made affirmative statements to the effect of allowing bitcoin exchanges to operate uninterrupted, (c) both English and Chinese speaking worlds can come together, (d) there is a large talent pool and excellent infrastructure that can support a growing business. Of the two obvious obvious11 candidates, Hong Kong and Singapore, Hong Kong is

11 It

bears mention that the US is not an obvious obvious choice. Aside from the lack of exposure to the large Chinese market, the US is a regulatory nightmare for a Bitcoin exchange. All fifty (50) states have different regulatory regulatory schemes for costly money 19 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

superior because it has closer proximity to the large and active Chinese market and because there is a large cash flow between Hong Kong and China that will help our exchange’s business prospects.

Before we analyze those issues an overview of the Hong Kong Special Administrative Administrative Region’s government government is in order. It must be noted to those unfamiliar with the “One China, Two Systems” model that Hong Kong has substantial independence independence from the People’s Republic of China (the “PRC”).

(a)

Political Stability and Economy

Hong Kong is a Special Administrative Administrative Region of the PRC. In 1997 it was transferred from the United Kingdom to the PRC, an event dubbed “the Handover”. Since such time, Hong Kong has remained one of the most politically stable environments in the world (see Chart 2 below), with a World Bank political stability rating as of 2012 surpassing that of the United States, Germany and the United Kingdom.

licenses that must be obtained and complied complied with. Additionally, FinCen has has regulations that must be complied with. with. For this reason the US will likely not be the center of Bitcoin trading activity for the foreseeable future (unless an effort comes from mainstream finance, an interest group who cares only to profit from Bitcoin). 20 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

Chart 212 In order to facilitate the Handover, the PRC made amendments to their Constitution to ensure businesses and individuals in Hong Kong and Macau that substantial changes would would not be made to their way of life or to the economy. At the fifth session of the fifth National fifth National People's Congress (the PRC legislative body), the PRC Constitution was amended to include a new clause which stated that the country may establish a special a special administrative region (SAR) when necessary. This additional clause holds tremendous significance because its sets forth the legal framework for the “One Country, Country, Two Systems” policy that has prevailed. This

system has permitted China to pursue its domestic agenda as it sees fit without causing apprehension in the West regarding investments held in Hong Kong. The actual transfer of sovereignty over Hong Kong was governed by the “Joint Declaration of the Government of the United Kingdom of Great Britain and

Northern Ireland and the Government of the Pe ople’s Republic of China on the Question of Hong Kong” (commonly referred to simply as the “Joint Declaration”)13

signed on December 19, 19, 1984 in Beijing. Under the terms of the Joint Declaration, he China promised that Hong Kong would “enjoy a high degree of autonomy” and “t he current social and economic systems in Hong Kong will remain unchanged” unchanged” for fifty

(50) years. The Joint Declaration also required China’s National People’s Congress (NPC) to pass “a Basic Law of the Hong Kong Special Administrative Region”

See http://www.theglobaleconomy.com/create_cha http://www.theglobaleconomy.com/create_charts.php rts.php complete text of the Joint Declaration is available at: [http://www.info.gov.hk/cab/topical/bottom1_2.htm]. 21 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB 12

13 The

(generally referred to as the “Basic Law”) stipulating China’s policies on Hong Kong that are consistent with the terms of the Joint Declaration. The National People’s

Congress passed the Basic Law14 on April 4, 1990. (b)

Commitment to Free-Market 15

Hong Kong has a strong commitment to the maintenance of a free market and is dedicated to being a business business friendly environment. Hong Kong is in the the business of business: it is efficient, cosmopolitan, safe, and most importantly has a strong commitment to free trade and operates operates as a free market economy. Important for the bitcoin exchange business, Hong Kong has the most liberal foreign exchange policies in the world. Local transactions typically take place using the Hong Kong Dollar, but the currency is fully convertible. This means our exchange exchange can have accounts denominated in numerous numerous different currencies currencies should we so choose. There are also no laws limiting currencies or amounts of currencies that may be exchanged, though anti-money laundering laws will permit monitoring to ensure funds are not being used for illicit drug transactions or terrorist terrorist financing. There are no foreign 14 The

complete text of the Basic Law is available at: [http://www.info.gov.hk/basic_law/fulltext/index.htm]. 15 References for this subsection include: Genzberger, Christine, The Portable Encyclopedia for Doing Business with Hong Kong, World Trade Press, 1994 (fact checked to ensure currency control discussion still accurate); see also [http://www.internations.org/hong-k [http://www.internations.org/hong-kong-expats/guide/ ong-expats/guide/15944-economy15944-economyfinance/money-transfer-in-hong finance/money-transfer-in-hong-kong-15938]; -kong-15938]; see also [http://www.gov.hk/en/about/abouthk [http://www.gov.hk/en/about/abouthk/factsheets/docs/fina /factsheets/docs/financial_services.pdf] ncial_services.pdf] (“There are no barriers of access to the market by foreign businesses and no restrictions on capital flows into and out of Hong Kong. There are also no exchange controls.”). 22 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

currency controls, no restrictions on ownership of foreign currency or foreign currency accounts (which are confidential) and no restrictions on transactions using foreign currency accounts. No rules exist limiting inward inward or outward remittance of any currency. 16 You are free to bring into Hong Kong and and bring out of Hong Kong as ment to free market principles has much currency as you like. Hong Kong’s commit commit ment made it such an attractive place to do business that it has the confidence to allow currency to freely flow across its borders. Hong Kong has the freest foreign exchange exchange controls in the world. This is part of its business model and commitment toward being the easiest and most efficient place to transact international international business in the world. world. It is only fitting that Hong Kong would seek to accommodate a bitcoin exchange. (c)

Bitcoin Shall be Permitted

At issue is the legal status status of bitcoin in Hong Kong. Kong. The Hong Kong Kong Monetary Authority has clarified clarified that bitcoin is not a currency. HKMA Chief Executive Norman Norman Chan has affirmatively announced announced that it will not regulate bitcoin since it does not fall under the HKMA’s jurisdiction, which is currency regulation. 17

This means bitcoin is a commodity. commodity. Commodity regulation in Hong Kong is separate from the PRC and is at present mainly concerned with the import and

See [http://www.hongkongpost.hk/eng/ [http://www.hongkongpost.hk/eng/publications/guid publications/guide/content/9.11.pdf] e/content/9.11.pdf] (“There is no restriction on the import or export of banknotes or currency notes. ”) 17 See [http://planetbtc.com/Bitcoin_News/h [http://planetbtc.com/Bitcoin_News/hong-kong-monetar ong-kong-monetary-authorityy-authoritydecides-not-to-regulate-bitcoin/]. 23 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB 16

export of physical goods.18 There are plans to boost the local markets for commodities trading,19 though many believe Hong Kong is not likely to become a commodities trading center.20 It remains unclear what added regulation regulation the development of a mature commodities market in Hong Kong could bring to bitcoin exchanges located there, but this same uncertainty is also present in Singapore and elsewhere. Based on bitcoin’s classification by the HKMA as a commodity , bitcoin ATMs

have been permitted in Hong Kong, as they are more akin to vending machines than cash tellers. 21 Money laundering rules in Hong Kong already cover bitcoins and financial institutions have have shown confidence in the “virtual commodities.”22 Local financial local regulatory environment, investing in previously established Hong Kong-based bitcoin exchanges.23 That being said, Hong Kong continues to monitor bicoin closely, continues to issue circulars to banks, financial instutitons and money transmitters reminding

See generally [https://www.stc.tid.gov.hk/english/circular_pub/st [https://www.stc.tid.gov.hk/english/circular_pub/stc7_04.html] c7_04.html] 19 See [http://www.scmp.com/business/commodities/a [http://www.scmp.com/business/commodities/article/1444653/challengesrticle/1444653/challengesahead-hong-kong-unveils-plans-com ahead-hong-kong-unveils-plans-commodities-trading] modities-trading] 20 See [http://www.scmp.com/business/commodities/a [http://www.scmp.com/business/commodities/article/1444653/challengesrticle/1444653/challengesahead-hong-kong-unveils-plans-com ahead-hong-kong-unveils-plans-commodities-trading] modities-trading] 21 See [http://www.coindesk.com/hong-kong-tr [http://www.coindesk.com/hong-kong-treasury-official-issues-b easury-official-issues-bitcoinitcoinwarning/]. 22 See [http://www.bloomberg.com/news/2014-03-13/ [http://www.bloomberg.com/news/2014-03-13/singapore-to-regula singapore-to-regulatetebitcoin-operators-for-money-laun bitcoin-operators-for-money-laundering.html] dering.html] (Singapore announces new money laundering rules for bitcoin, Hong Kong maintains existing AML rules cover bitcoin). 23 See [http://www.coindesk.com/new-hong-kon [http://www.coindesk.com/new-hong-kong-bitcoin-exchang g-bitcoin-exchange-welcomese-welcomesmainland-customers/]. 24 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB 18

them to report suspicious activity related to money laundering and terrorist financing.24 (d)

English and Chinese Worlds Meet

Hong Kong has a foot in both Western and and Chinese culture. It has a large Chinese population due to its location in China, but also a sizable population of Westerners due to its status as a former English Colony. Colony. It is also a cosmopolitan city attracting people from all over the world. This makes it a particularly particularly attractive location for an exchange, since Hong Kong is a familiar and friendly place for much of the bitcoin world. As is discussed more in depth in Part III, bitcoin has has emerged as a phenomenon in China, Europe, the United States and Canada. Though Japan is host to Mt. Gox, the first bitcoin exchange, and bitcoin’s founder Satoshi Nakamoto is apparently Japanese, most of the bitcoin world exists outside of Japan and conducts its affairs in either English English or Chinese. It therefore makes sense to host an exchange in a location that can cater to both the English-speaking and Chinese-speaking bitcoin worlds. (e)

Superior Talent Pool and Infrastructure

Hong Kong is the financial center of Asia and is equipped with a large pool of talented financial professionals and infrastructure to accommodate a growing business. Perhaps because the city is also an enjoyable enjoyable place to live it will retain retain this advantage over other competing financial centers in Asia. 25 There are currently currently

See [http://www.info.gov.hk/gia/gen [http://www.info.gov.hk/gia/general/201403/14/P201403140751.htm]. eral/201403/14/P201403140751.htm]. See [http://www.scmp.com/comment/insight-opi [http://www.scmp.com/comment/insight-opinion/article/1404 nion/article/1404658/hong658/hongkongs-talent-pool-gives-it-edge-over-shanghai]. 25 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB 24 25

members of the finance community in Hong Kong who are looking to pursue entrepreneurship in bitcoin 26 and a new exchange will have an excellent selection of talent lined up to work in this exciting new industry. D: Regulatory Compliance At issue is what steps will we need to take to satisfy the Hong Kong Special Administrative Administrative Region’s requirements to open a b itcoin exchange. exchange. Here, we will need to (a) incorporate a Hong Kong Private Company, (b) obtain a MSO License, (c) engage local counsel to assist in compliance with Hong Kong Securities laws, (d) continue research and analysis as to whether there are any other regulatory hurdles presented by our Plan. (a)

Incorporation

The issue is which corporate entity to select for incorporation in Hong Kong. We need an entity that will accommodate the thousands of shareholders to whom we plan to issue shares on day one. The Hong Kong Public Company (the “Public appreciate why this entity works, we must Company”) fits our needs. To fully appreciate consider (i) the effort Hong H ong Kong has recently put into modernizing their Companies Ordinance, (ii) the requirements for filing and obtaining a registered Public Company, (iii) the reporting requirements and other aspects of the Companies Ordinance as they affect the administration of Public Companies. (i)

26

History and Modernization of the Companies Ordinance

See [http://www.scmp.com/business/bankin [http://www.scmp.com/business/banking-finance/ar g-finance/article/1396917/virtua ticle/1396917/virtuallcurrency-entrepreneurs-fight-future-bitcoin-hong]. 26 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

The Hong Kong Companies Ordinance dates to 1932 when it was enacted under the British Colonial government. government. It remained substantia substantially lly unchanged until 2012, remaining in effect after the enactment of of the Basic Law in 1990. After the 2008 Financial Crisis, Hong Kong saw the need to modernize the Companies Ordinance and substantial efforts were undertaken by legal scholars to overhaul and simplify it. The New Companies Ordinance Ordinance was passed in 2012 and took effect on March 3, 2014. The main objectives of the new Companies Ordinance are to enhance corporate governance, facilitate business, ensure better regulation, modernize the law with a view to strengthening Hong Kong’s competitiveness as a corporate

domicile and enhance its status as a major international business and financial center. (ii)

Registering a Hong Kong Public Company

Registering a Hong Kong Public Company is simple by comparison to other jurisdictions and can be done online. It requires several forms to be filled out and some small fees to be paid. The process takes roughly a week (perhaps (perhaps several weeks in the case of a more complex company) to complete. complete. A review of the Government Government of Hong Kong SAR Companies Registry (the “Companies Registry”)

website27 provides instructions and forms.

27 See

[http://www.cr.gov.hk/en/public/services.htm] for details and access to [http://www.cr.gov.hk/en/public/services.htm] for forms. 27 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

The name of a Hong Kong Public Limited Liability Company must first be approved by the Companies Companies Registry. The Companies Registry website website provides a downloadable downloadable pdf entitled “Guidelines “Guidelines on Registration of Company N ames for Hong Kong Companies.” Essentially, these rules seek to prevent companies from

registering similar names, offensive names, names that could be confused with government entities, etc.

Once the name of the Company is approved, the following documents (available online) are submitted to the Companies Registry:



The Memorandum and Articles of Association of the Company.



A declaration of compliance with the Companies Ordinance.

Once the company is registered the following documents should be filed with the Companies Registry:



Notice of appointment of first secretary and director.



Consent to act as Director.



Notice of situation of registered office.



Letter of appointment of first directors.



Minutes of first directors' meeting.

In addition, once the company is incorporated, it should apply to the Business Registration Office, for a Business Registration R egistration Certificate (can be done online)


within one (1) month after its incorporation. The business registration number shown on the Business Registration Certificate is also the profits tax file number.

(iii)

Hong Kong Public Company Reporting Requirements Requirements

The following is an overview of the requirements for Hong Kong Public Company financial financial reporting. These reporting requirements may may be viewed by most businesses as burdensome regulation, but for us they may serve as guidelines for providing transparency transparency in our operations that will gain the trust of our customers.

(aa)

Filing Requirements

Companies are required to submit an annual return to the Companies Registry. The annual return should be filed within forty-two (42) days of the holding of the annual General Meeting if the financial year of a company begins before the commencement of the New Companies Ordinance (i.e. 3 March 2014). If the financial year begins on or after the commencement of the New Companies Ordinance (as ours will) then the annual return should be filed within forty-two (42) days after the company's return date (i.e. nine (9) months after the e nd of the company's accounting accounting reference period.) The company's annual annual accounts are not filed with the Companies Registry.

Every company needs to file an annual tax return and submit its annual accounts to the Hong Kong Inland Revenue Authority. Tax returns are issued by the Inland Revenue in early April each year and should be submitted within 1 month. 29 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

(bb) Accounting Records

A Hong Kong Public Company needs to maintain accounting records for at least 7 years. The accounting records can can be kept outside Hong Kong and in any currency.

(cc)

Financial Statements

A Hong Kong Public Company needs to prepare annual financial statements. These should be prepared under Hong Kong Financial Reporting, which are in line with the International Financial Reporting Standards (IFRS).

(dd) Audit

The Law requires the annual accounts of a Hong Kong Public Company to be audited.

(iv)

Other Important Hong Kong Public Company Info

(aa) Liability of Shareholders

The liability of the shareholders of a Hong Kong Public Company is limited up to the unpaid amount of the shares they hold.

(bb)

Shareholders


The minimum number of shareholders of a Hong Kong Public Company is fifty (50) and the maximum is unlimited. unlimited. There is no restriction on the nationality nationality or residency of the shareholders. The shareholders of a Hong Kong Public Company Company can be individuals and/or legal persons. A director can be a shareholder.

(cc)

Directors

A Hong Kong Public Company Company should have at least one director. There is no further restriction on the nationality nationality or residency of the directors. Corporate directors are not allowed.

(dd)

Shareholder Meetings

A Hong Kong Public Company should have its first shareholders' meeting within eighteen (18) months from incorporation. incorporation. Thereafter an annual annual shareholders' meeting should be held no later than fifteen (15) months from the previous one. Shareholders' meetings can take place outside Hong Hong Kong.

(ee)

Capital

There is no minimum capital requirement for a Hong Kong Public Company. The share capital of a Hong Kong Public Company can be denominated in any currency. Shares of Hong Kong companies do not have have a par value (under the New Companies Ordinance). All shares issued before the commencement of the New Companies Ordinance (i.e. 03.05.2014) are deemed to have no par value. In addition, 31 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

the amount in a company's share premium account and any amount outstanding to the credit of the company's capital redemption reserve are deemed to be amalgamated with with the company's existing share capital. capital. Bearer shares are not permitted. There is no capital duty on the issuance issuance of shares (capital duty was was abolished as of 1 June 2012).

(ff)

Registered Office

It is a legal requirement for every company in Hong Kong to have a registered office in Hong Kong.

(gg)

Company Secretary/Registered Agent

Every company in Hong Kong Kong should appoint a company company secretary. The company secretary can can be either an individual or a company. company. If the company secretary is an individual, he/she should be a resident in Hong Kong. If the company secretary is a company it should be a company registered in Hong Kong.

(hh)

Restrictions to Foreign Investors

There are no restrictions on foreign investors investing in a Hong Kong Public Company.

(jj)

Registration Fees


The following fees are payable upon incorporation of a Hong Kong Public Company:



Registration fee HK$1,720



License fee HK$450 (to be reduced to HK$250 as of 19 July 2013).

(kk) Annual Fees

The following annual fees are payable by a Hong Kong Public Company:



License fee HK$450 (to be reduced to HK$250 as of 19 July 2013)



Annual return filing fee HK$105.

(ll)

Confidentiality

The details of the beneficial owner are disclosed to the service provider but are not available on public public record. The details of shareholders are available on public record. The details of directors are available on public record. The accounts are publicly accessible. accessible. The use of nominee shareholders shareholders is allowed.

(v)

Public Listing on the Hong Kong Stock Exchange

We do not want to get ahead of ourselves, but the formation of a Public Company is a prerequisite to obtaining a listing on the Hong Kong Stock E Exchange xchange (“HKSE”). If our business prospers, one possibility may may be to seek a listing and take

on the added regulatory reporting requirements required by publicly listed companies in Hong Kong. Kong. This would provide shareholders the easiest method for 33 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

cashing out and recouping their their losses. Publicly listed companies companies in Hong Kong are required to use the Public Company, meaning we will be closer to a possible IPO than other bitcoin exchanges in Hong Kong, all of which are Limited Companies not bound by any reporting requirements and all able to operate without any transparency. (b)

Money Service Operator License

A Money Service Operator License (“MSO License”) is likely required to operate a bitcoin exchange exchange in Hong Kong. It is issued by the Hong Kong Customs and Excise Department (the “C&ED”). “C&ED”). One of the purposes behind the issuance issuance of a MSO License is to combat money-laundering, money-laundering, and since bitcoin is going to be scrutinized by the money-laundering community, it is important we comply in all respects with the MSO licensing procedure. procedure. Essentially, a “money “money service business” business” is one that exchanges currencies. While bitcoin has not been deemed a currency currency by the Hong Kong Monetary Authority (see Part II(C)(b) above, discussing bitcoin being labeled a “virtual commodity” by the HKMA’s Commissioner) it is not clear whether

this license is required. But because we do not want to potentially create create issues with the Hong Kong government, and because other exchanges in Hong Kong (anxbtc.com, for example) have obtained a MSO License, we should seek to comply as well. It should be noted that failure to comply with the MSO Licensure Licensure procedure may result in a fine of $100,000 HKD and imprisonment for up to six months. The issue is what is is needed to qualify us for a MSO License. License. Under Section 30(3) of the AMLO (Hong Kong’s Anti -Money Laundering Ordinance) “where the


applicant is a corporation, each director and each ultimate owner of the corporation [must be] a fit and proper person to be associated with the business of operating a money service.” This poses the questions of (i) who is an ultimate ultimate owner and (ii) what is “a fit and proper person to be associated with the business of operating a

what is needed to complete an money service.” Lastly, we must address the issue of what application to the C&DE. (i)

Ultimate Owner

An ultimate owner in relation to a corporate applicant for a MSO License means an individual who (a) owns or controls, directly or indirectly, including through a trust or bearer share holding, not less than 10% of the issued share capital of the corporation; (b) is, directly or indirectly, entitled to exercise or control the exercise of not less than 10% of the voting rights at general meetings of the corporation; or (c) exercises ultimate control over the management of the corporation. This means that we will need to first identify any shareholders owning ten percent (10%) or greater of the Company’s shares, identify any shareholders

controlling at least ten percent (10%) of the Company’s voting power ( see discussion on Class A and B shares) shares) and also select our company officers. Once we have identified our large, powerful shareholders and selected sele cted company officers, we can apply for our MSO License. (ii)

Fit and Proper Person

The issue is who will be a “fit and proper person” under Section 30(3) of the


Hong Kong AMLO. In determining whether a person person is a fit and proper person, the Commissioner of the C&ED must consider whether any Ultimate Owners have: (aa) been convicted of any money-laundering offenses, drug-drug dealing offenses or terrorist financing related offenses in Hong Kong, (bb) been convicted in other jurisdictions of any such equivalent crimes, (cc) whether any such person has previously violated any regulations regulations set forth by the Commissioner of the C&ED in Hong Kong and (dd) whether any such person is currently the subject of any bankruptcy proceedings. We will need to vet our officers closely with respect to these requirements and perhaps issue a set of Class D shares with reduced voting power to issue to any large shareholders who would not be approved as “fit and proper persons” by the

Commissioner of the C&DE. (iii) MSO License Application Procedure Applications may be accessed and submitted online at http://customs.gov.hk. http://customs.gov.hk. The application may be completed in either English or Chinese, or both. The completed form must be submitted to the Customs and Excise Department (C&ED) together with the photocopies of the requisite documents (see the checklist of supporting documents in the Application Form) by post or in person to the Money Service Supervision Bureau, Customs and Excise Department, 13/F, Customs. On receipt of the MSO License application, the applicant will receive an acknowledgement from the C&ED. The submitted documents will be examined and clarification will be made made with the applicant if necessary. necessary. After that, the applicant 36 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

will receive a notice for an interview together with a demand note for the payment of fees regarding the application for the grant of a license and fit and proper person test. The applicant will be required to bring along with the notice, payment payment record, and the relevant original documents to attend an interview at the allotted time with the officers officers of the department. department.

During the interview, interview, the original documents and

the payment record will be verified, and the applicant will be required to sign on the formal application for the grant of an MSO license in the presence of the C&ED officers. The processing time may vary and depend on various factors including the time taken in collecting requisite documents from the applicant, on‐site inspection

at the business premises, and the time required in obtaining records from other authorities to perform a fit and proper person test. (c)

Regulations on the Sale of Company Shares Generally

At issue are the laws and regulations our Company will have to comply with if we intend to sell shares to raise capital. Because we do not intend to sell shares publicly, we need to determine what exceptions to the securities laws of different nations we can use to market market our company. Securities regulations are intended to protect ordinary investors and prior to marketing securities to the general public substantial and cumbersome disclosure regulations must be complied with. Exceptions are made, however, where securities are targeted for sale to more experienced experienced investors, termed “accredited”, “sophisticated” or “professional”

investors depending on the jurisdiction. jurisdiction. Each jurisdiction has specific specific definitions as 37 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

to which investors are accredited and once we determine which jurisdictions we would like to sell shares, we can reference the accredited investor exceptions there when the time comes. Generally speaking, speaking, the services of a licensed broker-dealer can be retained to qualify and and sell shares to accredited investors. I am currently in discussions with broker-dealers in New York gaining information about this process.

(d)

KYC and Personally Identifiable Information under HK Law

Hong Kong has clearly defined KYC (Know Your Customer) and Anti Money Laundering legislation in line with the rest of the developed world. Compliance with Hong Kong’s Anti-Money Laundering Ordinance (the “AMLO”) is heavily dependent

on KYC compliance. In fact, an excellent argument can be made made that with adequate KYC compliance bitcoin transactions are actually more traceable transfers than those used in the mainstream financial system.28 This is because the blockchain is traceable and IP addresses can be associated (although concurrent use of a proxy or TOR anonymizer can frustrate IP tracking). The Hong Kong Monetary Authority, Authority, the regulatory body in charge of implementing such legislation, provides a thorough overview of KYC laws and ordinances at: [http://www.hkma.gov.hk/eng/key[http://www.hkma.gov.hk/eng/keyinformation/guidelines-and information/guidelines-and circulars/guidelines/20 circulars/guidelines/20001222.shtml.] 001222.shtml.] (e)

Usury in Hong Kong 29

See [http://gatecoin.com/gatecoinIntervi [http://gatecoin.com/gatecoinInterview.pdf]. ew.pdf]. Hong Kong Money Lenders Ordinance can be found at: [http://www.legislation.gov.hk/blis_pdf.nsf [http://www.legislation.gov.hk/blis_pdf.nsf/6799165D2FEE3FA948257 /6799165D2FEE3FA94825755E0033E5 55E0033E5 32/CC0DC5405B229FE3482575EE004868A6?OpenDocument&bt=0]. 38 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB 28

29 The full text of the

At issue is whether Hong Kong usury laws will restrict the ability to lend bitcoins at a Hong Kong exchange. Hong Kong’s usury law does not permit interest to be charged at a rate of more than sixty percent (60%) per year. 30 Hong Kong’s Money Lenders Ordinance (the “MLO”) als o requires any company 31 in the business of money lending32 to obtain a license 33 from the Registrar of Money Lenders 34 (the unclear. “Registrar”). Whether this applies to bitcoin is unclear. Because the HKMA has stated that bitcoins are commodities and not currency, bitcoin exchanges may not required a license under the MLO if they seek to lend only bitcoins. The reasoning here is that bitcoins are not money. The assumption is that the HKMA and and the Registrar will be in agreement. agreement. The HKMA (in charge of defining money) and the Registrar (in charge of regulating money lenders)35 are different government entities with different objectives and each has a

30 See

MLO sec. 24(1) (“Any person (whether a money lender or not) who lends or offers to lend money at an effective rate of interest which exceeds 60 per cent per annum commits an offence.”). 31 See MLO sec. 2(1)(a) ((1) "company" (公司) means a body corporateIn this Ordinance, unless the context otherwise requires- (a)incorporated under the Companies Ordinance (Cap 622); 622); (Amended 28 of 2012 ss. 912 & 920)). 32 The MLO defines

“money lender” as “ every person whose business (whether or not he carries on any other business) is that of making loans making loans or who advertises or announces himself or holds himself out in any way as carrying on that business . . .” MLO Sec. 2. 33 See MLO sec. 7(1)(a) “ No person shall carry on business as a money lender without a license”). 34 See generally MLO sec. 11. 35 See MLO sec. 4(1) (“ (1) The Chief Executive shall appoint a public officer to be the Registrar of Money Lenders. ”) 39 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

different department chief appointed appointed by the Chief Executive of Hong Kong. It is possible they may differ in their opinion regarding whether bitcoin is money. 36 One reason the Registrar may treat bitcoin as money is that parties who make usurious loans are often clever enough not to make such loans look like loans of money. Historically, parties seeking to charge charge usurious rates on loans have sought to disguise such loans as rent or service se rvice fees.37 The quasi-currency, quasi-currency, quasicommodity nature of bitcoin has made it a unique issue for regulators and we cannot assume that because one regulator calls it a currency others will follow. It is therefore advisable that we seek an opinion from the Registrar of Money lenders as to whether a bitcoin exchange lending bitcoins is required to obtain such a license. The MLO provides for a method method whereby a party can apply for for an exemption to all or any part of it. 38

36 Indeed,

section 34 of the MLO empowers the Chief Executive in Council to prescribe regulations concerning the MLO. Such regulations regulations could be used to provide clarity that bitcoin loans are regulated the same as currency. 37 See Attorney General General v. Shimizu Corporation Corporation, 3 HKC 175, par. 4 (1996) (“ As a consequence attempts were made to avoid payments being construed as usury or interest by disguising then as a rent or annuity.”). annuity.”). Available at: [http://www.hklii.hk/cgibin/sinodisp/eng/hk/cases/hkcfi bin/sinodisp/eng/hk/cases/hkcfi/1996/805.html?stem=&synony /1996/805.html?stem=&synonyms=&query=usur ms=&query=usur y]. 38 See MLO sec. 33B (“ (1) A person (whether a money lender lender or not) may make make an application- (a) in the prescribed form; and and (b) accompanied by the prescribed fee, to the Registrar to be exempted from all or any of the provisions of this Ordinance. (2) Where the Registrar receives an application under subsection (1) he shall, after consultation with the Financial Secretary, by notice in writing served on the person who made the application- (a) (a) grant the exemption subject to such conditions, conditions, if any, as he may deem fit; or (b) refuse to grant the exemption. (3) Without limiting the generality generality of the Registrar's power under subsection 40 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

E. Capital Structure: Designed Designed to Repay Losses While Remaining Competitive Competitive At issue is how ownership of a new company company should be structured. An ideal ownership structure will balance the best method for providing those who lost money on Mt. Gox a way of recouping losses with the practical realities of running a competitive business in a rapidly rapidly developing market. market. The goal of this exchange is to repay those who lost money on Mt. Gox, but the realities of the business world require that for a company company to grow capital must be efficiently allocated. allocated. Dividend payments and share buy-backs, though possibilities if we experience success, are not efficient methods of capital allocation that we can rely on with our new venture. The best method for recouping our losses is to allocate capital as efficiently as possible, thereby adding value to the Company, and to issue those who lost money on Mt. Gox special shares calculated to give an new investors an incentive to purchase such shares at a premium and before the purchase of other issues of shares.

(2)(a) to impose conditions on an exemption granted under that subsection(a) such conditions conditions may may include a condition condition that the exemption shall apply apply to a loan, or class of loans, specified in the exemption; and (b) the Registrar Registrar may, may, by notice in writing served on the person to whom the exemption is granted, revoke, vary, or add to any condition subject to which the exemption is granted. (4) An exemption exemption granted granted under under subsection (2)(a) shall shall be in the prescribed form and- (a) may be revoked revoked at at any any time by the Registrar Registrar by notice in writing served on the person to whom the exemption is granted; and (b) unless sooner revoked under paragraph (a), shall remain in force for a period of 3 years, or such lesser lesse r period as may be specified by the Registrar after consultation with the Financial Secretary, commencing on the date on which the exemption is so granted or, if the exemption specifies a later date, that later date, and that exemption may be renewed from time to time by further applications made under under subsection (1).”) 41 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

These goals can be accomplished by a multi-tiered shareholder structure. Class A and Class B shares will be issued to Mt. Gox holders of bitcoin and fiat respectively, Class C shares and any other issue there after can be issued to new investors as per our funding needs. needs. There are many options here and and Hong Kong securities lawyers should be consulted to determine the specifics. specifics. At present it seems best that Class A and B shareholders should possess shares that have added voting power and other attributes superior to Class C shares, but Class A and B shareholders should have a period where they are restricted from selling shares so that new investors have incentive to purchase Class C shares and capitalize the exchange. In addition, Class C should be convertible to Class Class A and/or B shares at a later date if the Class C shareholders subsequently purchase a certain number of Class A and/or B shares in proportion proportion to their Class C shares. Class C shareholders will have less of an issue purchasing shares with decreased voting power if they know they are convertible, and Class A and B shareholders will have more assurance that demand is being built into their shares. The voting power of Class A and B shareholders will also need to be balanced with our initial needs for capital to run our operation, funded by Class C shareholders (and/or bondholders, bondholders, as may be seen fit). The convertibility ratio ratio through the subsequent purchase of Class A and B shares will also need to be negotiated and should be discussed by the Community Community beforehand. This is an issue we are currently looking into, but suffice it to say there are interested investors and


brokerage houses are being contacted to gauge interest in locating interested accredited investors. F. Company Charter and and By-Laws By-Laws We will need to determine rules as to how the Company will will operate. With the completion of this Initial Draft of the Plan, we will have time to work on a proposed Charter and By Laws. Part II: Business Considerations Considerations A. Business Model We should strive to be innovative and consider alternative business models to the one employed by Mt. Gox. Exchanges in China operate operate use different business models than the rest of the the world and both should should be considered. A discussion must be had as to the extent these two models could be harmonized and market surveys should be taken to determine with greater specificity how such a model would work in Hong Kong. (a) The Standard Model The standard business model is the one formerly employed by Mt. Gox and used by most other exchanges. exchanges. It seeks to charge users fees to trade on their account. The exchange maintains full full balances and does not operate as a fractional reserve. Instead, the exchange simple lines up buy and and sell orders and charges customers a set percentage for each trade. trade. Some exchanges, Mt. Gox for example, would reduce this percentage charged to trade on account on a monthly basis if customer trading reaches a certain volume. 43 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

(b) The Chinese Model The “Chinese model” is defined by Huobi.com’s “freemium” exchange exchange

model.39 Huobi’s CEO Rui Ma believes that the Internet is about free access to products and that businesses that can monetize such freemium models (such as Google and Facebook, Facebook, for example) will will succeed over time. Huobi has therefore sought to build its base through a commitment commitment to zero percent (0%) trading fees. It makes its money by lending bitcoin bitcoin to depositors at interest. Huobi never lends more bitcoin and never lets more interest accrue than the customer can lose trading and is therefore able to collect on every loan by taking a set-off against the customer’s account. This zero percent (0%) fee structure structure explains why Huobi was

able to gain the largest market share of any bitcoin exchange very rapidly. Huobi is not without risks. Western bitcoin depositors do not understand understand the Chinese government and understandably have apprehension about placing their bitcoins on Huobi. Chinese bitcoin depositors do not have have the same apprehension,40 but will readily admit that an exchange in Hong Kong is a safer place to store and trade their bitcoins, since Hong Kong benefits from clearer guidance from the local authorities and freer capital controls . Even Rui Ma, Ma, Huobi’s CEO, has voiced uncertainty regarding regarding the legal status of Huobi to operate in the PRC:

See [http://www.coindesk.com/huobi-ceo-addresses-fa [http://www.coindesk.com/huobi-ceo-addresses-fake-trading-volum ke-trading-volumeerumours/] (discussing commitment to freemium business model). 40 But see [http://www.reddit.com/r/Bitcoin/comments/ [http://www.reddit.com/ r/Bitcoin/comments/1usf77/huobi_playi 1usf77/huobi_playing_a_very_dang ng_a_very_dange e rous_game_thoughts_from/] rous_game_thoughts_from /] (excellent analysis from a Chinese bitcoin investor on risks Huobi is facing in China). 44 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB 39

there is no point in guessing. guessing. The government will do do “You and I both know there what it will do, and it is impossible to predict. And you see too that other countries are taking this wait-and-see approach .”

The “Chinese model” of a freemium exchange is currently enjoying success in

China, though the lack of clarity with respect to regulation by the PRC government hangs as a cloud over the market, which provides an opportunity for competition. (c) Blending the Two: Options for a Hong Kong Exchange Hong Kong presents many options options for the exchange we have planned. planned. This section presents a few. (i)

Transparency Justifies a Premium

Because our exchange proposes to be the first fully transparent exchange, allowing our books to be independently audited and open to the public, we can justify a premium premium charged to our customers. customers. In other words, Huobi’s freemium model may be free, but people will pay to ensure that trading volumes are not fakes, that the company accounts are adequately accounted for and that the local everything. As such we government won’t unexpectedly step in and confisc ate everything. should be able to charge a fee for trading justified by the piece of mind customers will receive due to our transparent books and records and friendly jurisdiction. (ii)

Profit From Cross Border Cash Flow


There is a sizable cash flow between the PRC and Hong Kong that our exchange can profit from. 41 In order to appreciate appreciate how this could could work, one must first understand how bitcoin is currently currently being used by Chinese merchants. merchants. By way of example42, a merchant who imports luxury goods from Hong Kong to the PRC will (1) sell them for cash, (2) purchase bitcoins with cash in the PRC, (3) send those bitcoins to an exchange in Hong Kong, (4) withdraw them, (5) purchase more luxury goods in Hong Kong and (6) repeat. We can make money off this this cash flow because merchants will pay a small premium for superior s uperior reliability and customer service. Bitcoin is not just an investment; it is a tool that allows for speedy cross-border cash transfers. A forward-looking forward-looking business model will treat it as such. (iii)

Bitcoin Lending to Compete with Huobi

Huobi’s business model has proven successful over the past few months and there is every reason to believe that market share could be taken from t hem by opening a transparent exchange with a similar operation in a more stable-yetfamiliar jurisdiction jurisdiction for Chinese bitcoin enthusiasts. Huobi suffers from a serious lack of clarity with respect to the PRC government’s position on bitcoin that can be

taken advantage of. During January, prior to the Mt. Gox fiasco that has disrupted the markets, Bitcoiners were concerned about the regulatory uncertainties in the PRC and in

41 For

an excellent discussion on PRC and Hong Kong cash flows, see the following paper by the Hong Kong Monetary Authority: [http://www.bis.org/publ/bppdf/ [http://www.bis.org/publ/bppdf/bispap44k.pd bispap44k.pdf]. f]. 42 The author speaks Chinese and this example comes directly from conversations the author has had with Chinese merchants. 46 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

particular the effect on prices that would result if the world’s largest exchange,

Huobi, were taken offline by the PRC. 43 Many Bitcoiners Bitcoiners who traded traded at exchanges exchanges were holding cash, predicting that the January 30 deadline for Chinese banks to cut ties to bitcoin would negatively impact impact the price. There is no reason these fears regarding the PRC and Huobi should have subsided, rather they have merely been overshadowed by the events that have taken taken place at Mt. Gox. Market research by by the author consisting of conversations with individuals using Huobi.com indicates an equivalent product in Hong Kong would be likely to win market share. B. Initial Capitalization Capitalization and Branding Branding At issue is how to capitalize the new exchange. exchange. New investors will will need to help provide initial capital and they will need to be convinced there is still value left Mt. Gox. We can show there is by reference to the assets left in Mt. Gox and branding strategies using the “Gox” name.

(a)

Customer Lists

The customer lists would provide a valuable marketing tool for alerting proven customers as to the presence of a new exchange —the customer base still exists. There is no reason reason to believe that the Mt. Gox customers—that is, us—have lost faith in bitcoin. Rather, we lost faith in Mark Mark Karpeles ability to run an exchange. Any savvy investor will will see the value of a new business with access to a built-in customer base. (b) 43

Mt. Gox Name and Media Infatuation

One memorable quote that appeared on Reddit: “I’m just wondering which day will be ‘Huobi Day’”. 47 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

There is still value left in the Gox name—it is still recognizable and will command media coverage. coverage. Rather, it is Mark Karpeles’ name that is is dead. Perhaps because it was the first exchange, the media never ceases to me ntion Mt. Gox when it mentions bitcoin. This drove new investors investors into Mt. Gox and increased its popularity and size. There is still value in the free media coverage that will be generated by the Gox name. Additionally, the Mt. Gox name will forever be a stain on bitcoin unless it is transformed. There is no reason why a new Gox would not succeed if it were made made abundantly clear that neither Mark Karpeles nor any of the prior management are a part of the new Gox. Consultants will be needed who had access access and knowledge of the Mark Karpeles ’ Mt. Gox inner-workings, but pains must be taken to ensure the new Gox is recognized as an entirely new company. (c)

Large Creditors of Mt. Gox

Large creditors of Mt. Gox—those who lost a lot of bitcoins on Mt. Gox —have a big incentive to recoup losses. We believe that this Plan represents the best option to recoup the depositor’s losses while also giving the Bitcoin Community a stable

environment to trade in, which will will work toward price stability. Large creditors who like this Plan will have an opportunity to use other funds (hopefully they weren’t wiped out completely) to purchase Class C shares, with proceeds from the

newly issued Class C shares going to fund the new operations of the exchange. (d)

Outside Investors Seeking Exposure to an Exchange


Outside investors may also be interested in ownership of Class C shares, funds from which will go toward the the operations of the new exchange. Outside investors will be interested in this exchange for all the all the same reasons as the large creditors and new depositors. One issue here is that outside investors may initially want to purchase the Class A and Class B shares instead of Class Class C. This was our intent, but those Class A and B shares will not be worth much if we cannot cannot capitalize a new exchange. exchange. We will need to consider an initial restriction on the transfer of Class A and Class B shares until the exchange has been up and running for a period of several months. This would ensure investors are willing to consider purchasing the Class C shares as an initial matter. Attributes of Class C shares may depend depend on the desires of such new investors and market we can create for them among wealthy, accredited investors in a private placement sale. One attribute of Class C shares that will entice investors will be convertibility to Class A and/or B shares based on ownership of a certain proportion of Class A and B shares. This will be especially enticing for large Class A and B shareholders, since their Class C shares can easily be converted to the more powerful A and/or B class.

C. New Depositors: If We We Build It, They Will Come Come Presently there are no transparent transparent exchanges on the market. Any one could be operating a scam like like Mt. Gox. The Community is simply forced forced to trust them. 49 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

There are products appearing, such as Bitcoin deposit insurance, 44 but even they do not provide the level of transparency and protection needed (I can only imagine the number of exclusions Lloyd’s has built into such a policy). Storage of bitcoins on a

paper wallet also poses issues, since paper can be lost, destroyed and numbers can be smudged and can fade. There is a reason why people have have used banks for a millennium: banks keep keep money safe. The biggest risk in banking banking is the fractional reserve element. element. If our exchange exchange secures people’s people’s bitcoins while while turning a profit

without resorting to a fractional reserve system, we will have isolated and minimized the risks inherent in bitcoin bitcoin investment. This is what will build a valuable exchange. Part IV: Security A.: Security Using Traditional Traditional Financial Industry Industry Security Practices At issue is how to apply security practices from the financial industry to secure a cold wallet. The finance industry has has developed a set of best practices to prevent internal theft and and fraud. The philosophy behind such practices practices does not assume that dishonest employees have been selected for such jobs per se, but rather that the appearance of impropriety should be at all times kept to a minimum. Employees should not be placed in a position where where reliance on their honesty creates a situation where they are automatically the number-one suspect in the event of a theft. In addition to reducing temptation temptation to steal by otherwise honest

44

See [http://www.businessinsider.com/as-bitcoin[http://www.businessinsider.com/as-bitcoin-grows-in-pop grows-in-popularity-bitcoinularity-bitcoinstartups-seek-ways-to-provide-fdi startups-seek-ways-to-provide-fdic-style-insurance-2014-1]. c-style-insurance-2014-1]. 50 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

employees, such a system is designed to make theft t heft as difficult as possible from a social engineering stand-point. These practices include (a) rotating work detail for employees, (b) mandatory vacation vacation time and (c) outside audits of employee work product. Because Mt. Gox alleges coins were stolen from their cold wallet (whether this is in fact the case is debatable, their wallet was not cold as I understand it and it appears they have engaged in wholesale theft/fraud), it is very important we have a sound plan to prevent this from occurring. (a)

Rotating Work Detail

In the finance industry, employees with work detail covering sensitive areas are rotated to prevent the appearance of impropriety and to lessen the risk of theft. This practice amounts amounts to moving employees to different practice practice areas every few months or so. Employees with access to sensitive information information and valuable assets become less useful to a would-be attacker since any such attacker cannot rely on them for a prolonged period of time. Additionally, such employees become more more useful to the company since they gain a wider skill set and can be brought in to assist on different projects as demand requires, making the company more flexible and better able to respond to issues in real time. time. Lastly, rotating work work detail is generally desirable for employees because it breaks up the monotony of their daily work and gives them variety, making their work more interesting. (b)

Mandatory Vacation


Another tool used by the finance industry to lessen theft opportunities and prevent the appearance appearance of impropriety is mandatory mandatory vacation time. time. Employees working in sensitive areas are required to take extended vacations, typically two weeks at a time several times per year. The theory here is that any employee hired hired to be part of a scheme to steal or defraud the company or investors will have difficulty maintaining their their usefulness to the scheme if they are forced to leave their privileged post for a prolonged prolonged period of time. This also doubles as a nice perk for employees tasked to such an important job, which works to keep them satisfied with their work detail. (c)

Regular Independent Outside Independent Outside Audits

Professional firms hired for the sole purpose of auditing employee performance should be used as a fail-safe to protect against any shortfalls in the Rotating Work Detail Detail and Mandatory Vacation Vacation security mechanisms. Independent auditors are an excellent solution for several several reasons. First, professional professional auditors bring experience to the table, which may allow them to spot holes in our security plan our team overlooked. Second, because professional auditors auditors have a significant investment in their reputation--they earn fees from many clients providing professional advice--it is harder for them to use a cost-benefit cost -benefit analysis to justify any theft of bitcoins from a cold wallet. Lastly, the benefits of using an independent independent outside auditor can be magnified by rotating the independent auditing firm with each audit, preventing the same firm from being used un multiple successive audits. This, when combined with the Rotating Rotating Work Detail for Company Company 52 Support the Cause! Bitcoin: 18r6dwWZYseeyVdqU7Wtmyqdnh5aucCLqg DogeCoin: D5pQo2WqiyYrFFZFPmnAA6CzenHisFF6zB

employees, prevents special relationships from developing among insiders that could compromise a cold wallet.


The Gox Initiative

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