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ICOs, Tiny IPOs, & OTC Securities, Oh My…

Traders Magazine Online News, November 13, 2017


Perusing the press, one might think that the investment universe is fraught with the perils of the Wizard of Oz forest, where Dorothy once famously declaimed:  "lions and tigers and bears, oh my!"  My inspiration for this comment was a couple of articles published by Bloomberg on the topic of investing in small and emerging growth companies.

The first article, titled “Inside the Dangerous World of Tiny IPOs” misses THE key point about Initial PUBLIC Offerings, whether the “listing” is on a National Market System exchange,  on an OTC market, or a more exotic mechanism such as an Initial Coin Offering; early stage investing is risky.  Many ventures fail, but the risk means that the returns from investing in the companies that thrive are markedly higher than later stage investing.   The second article, titled a more hopeful “Murky Corner of U.S. Stock Market Takes Step to Clean Up Fraud” explains how OTC Markets and the SEC are (correctly) focused on ensuring that investors are aware of stock promotion schemes and that such promotion is truthful.

The point is that ALL early stage investing should be viewed through the same lens.  Small IPOs, Initial OTC listings, private equity / venture capital investments, crowdfunding, and even Initial Coin Offerings (ICOs) are ALL ways for early stage companies to raise capital.  In each case, there is a large risk of failure, that (theoretically) also carries with that large return potential.  NONE of these methods, should tolerate FRAUD, however, so whatever is disclosed to investors needs to be truthful and not omit key information or include obvious “red flags”.

Some regulators, however, developed a habit of intervening using the “rear view mirror” of asset performance to determine when to step in.   This is problematic since all asset markets have had and (and still have) their share of pure “story” stocks whose valuations can only be justified by the charisma of their founder or some variation on the “next big thing” story.  If we learned ANYTHING in the Dot com crash, it should be that stock price appreciation is NOT conclusive proof of business viability, even when it continues for years.   (And, the converse, that a declining asset value is not proof of business failure is also true.  There are many examples of long term focused companies whose stock prices suffered while carrying out their strategies.)

The reason for this column, however, isn’t to criticize Bloomberg’s coverage, but rather to point out that there are some serious issues facing both issuers and investors in the emerging growth arena.  Increased regulatory burdens & cost of litigation for listed public companies, coupled with the growth in power of venture capital and private equity funds as gatekeepers, with huge pools of investment dollars at their disposal, has led to both the rise of “unicorns” (private companies valued in multiple $billions) and a reduction in the number of listed companies overall.   The result is a two-tiered market, where the elites with access to private equity funds can grow their wealth at a markedly superior rate to the general public, which lacks access to such investments.

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