Inversions
by Aegis J. Frumento, Partner, Stern Tannenbaum & Bell
We entered World War I desperately needing pilots. In 1917 the Army ordered over 5,000 Curtiss JN-4 biplanes, affectionately called the "Jenny," to mass-train a generation of flyboys. The Army let the Post Office have a few of them -- both planes and pilots -- and on May 15, 1918, scheduled airmail service began between Washington and New York. https://postalmuseum.si.edu/exhibits/current/airmail-in-america/the-airplanes/the-curtiss-jenny.html
Airmail soon became irresistible, and the Post Office had to hire private flyers to meet the demand. At about the same time, in November 1918, the War ended sooner than expected. The Army dumped thousands of surplus Jennies on the market, where you could buy one for $300. Newly-trained but out-of-work pilots took them barnstorming across the still-rural country. Some of them also carried mail, and those early mail carriers eventually became the airline industry. https://www.glennhcurtissmuseum.org/the-jenny.php
On
May 14, 1918, the Post Office commemorated the next-day's launch of its airmail
service by issuing a 24-cent postage stamp showing a Jenny. That morning,
William Robey bought a sheet of 100 stamps for $24. Robey, a stamp collector,
saw at once that all the Jennies on his sheet were flying upside
down.
Robey took his stamps and left as fast as he could. Postal inspectors soon discovered the error and recovered all misprinted sheets, except Robey's. He owned the only so-called "Inverted Jennies" that ever made it into private hands. He sold the sheet for $15,000 (about $250,000 today), quickly recouping his $24 investment 625 times over. https://www.smithsonianmag.com/smithsonian-institution/how-inverted-jenny-24-cent-stamp-came-be-worth-fortune-180969090/
Over the century, all but two from Robey's original sheet had been accounted for. Some of them were cruelly abused; one was sucked through a vacuum cleaner. But last September, one of the two long-missing examples showed up in a bank deposit box, where it had lain undisturbed for almost 100 years. It was in pristine condition. https://www.nytimes.com/2018/09/06/nyregion/inverted-jenny-stamp.html In November it sold at auction for $1.6 million. https://www.linns.com/news/us-stamps-postal-history/2018/november/nov-15-jenny-invert-sale-record.html
All
of which is to say, strange things happen when we put stuff into the world.
Something created for one purpose can easily end up in a wholly different one.
The Jenny started out as a military trainer, became war surplus junk, then an
airmail carrier from which sprang the aviation industry, and is now a treasured
museum piece when not highlighting an old-time airshow. A 24-cent postage stamp
intended to be stuck to a letter so it could be flown from Washington to New
York morphed, through a printer's error and the passage of time, to fly into
the stratosphere as one of that strange asset class called "collectibles."
Today, one Inverted Jenny can buy you a fleet of small
airplanes.
But Jennies, real or
inverted, are still things. Humans tend to adapt things to fill needs, and
needs change like the weather. Things so rigidly designed they cannot easily be
adapted to other purposes -- French chateau-styled McMansions come to mind --
are doomed to obsolescence when need and taste inevitably swing away from them.
To be timeless is to be protean.
I
often wonder about the timelessness of new things, all so strictly designed for
their one and only intended purpose. Whatever I had stored on floppy disks is
now lost to me. No one sends -- much less saves -- intimate letters anymore,
though I suppose sexts do live on forever somewhere. And what can you do with
last year's smartphone other than use it as a
coaster?
This reverie envelopes
finance as much anything. As we've discussed in the past, the new thing
de jour is whatever results from blockchain ledger
transactions. A transaction recorded on a blockchain irrevocably empowers the
holder of a private cryptokey to transfer to the holder of another key the
ability to transfer to someone else some specific quantity of whatever the
blockchain is keeping track of. That transferred "thing" is technically an
"unspent transaction output," but we commonly call it a "coin," because coins
are physical things and our brains aren't equipped to understand non-physical
things like "unspent transaction
outputs."
A cryptocoin can represent
anything that can be counted, which is about as protean as it gets. Last year
the SEC issued its report on The DAO demonstrating that when a cryptocoin
represents a passive interest in the economic fortunes of an entity, then it is a "security" under the federal securities laws. https://www.sec.gov/litigation/investreport/34-81207.pdf The
SEC also concluded that bitcoins and ether had achieved the status of
"currency," because people primarily used them as media of exchange. If a
cryptocoin represents a thing you can use in the real world -- like gold or
barley -- or if you trade it using futures contracts and options, then it can
be deemed a "commodity." Chairman Jay Clayton also mused that over time a
cryptocoin could evolve from one thing to another as its real-world use
changed. A cryptocoin that today is a security could become a currency
tomorrow, and I suppose vice versa.
We now have some insight
into yet another category of cryptocoin -- the "token." In the simplest terms,
a token is a stand-in for cash, designed to be more useful for its purpose than
cash would be. Many of us still remember subway tokens, bought for cash and
used as cash, but more easily digested by old turnstiles than dimes and
quarters, especially when dimes and quarters were no longer enough to pay for a
ride. Postage stamps are tokens. You buy them for cash and you use them to pay
for mail services instead of taping coins or dollar bills to your envelope.
Inverted Jennies started out as tokens, before they became something else
entirely.
A token, by anyone's
definition, is not a security, but it took an SEC no-action letter to assure
us. Turnkey Jet (TKJ) leases private business jets. It decided to set up a
private blockchain and issue tokens to its members in order maximize the efficiency
of its operations. https://www.sec.gov/divisions/corpfin/cf-noaction/2019/turnkey-jet-040219-2a1-incoming.pdf\TKJ's members
include end-users, jet brokers, and other air transport companies. Each TKJ
token is worth a dollar, and TKJ says it will always be worth a dollar, even if
the cost of air travel increases. Once purchased, they are refundable only at a
discount. Members can use the tokens only to pay for air charter services, not
to invest in TKJ. The tokens can be transferred, but only to other TKJ members.
TKJ will market the tokens only as a way to pay for air services, and not as an
investment
opportunity.
Given all those caveats, the SEC had no trouble allowing TKJ to issue its tokens without registering under the securities act. https://www.sec.gov/divisions/corpfin/cf-noaction/2019/turnkey-jet-040219-2a1.htmAnd so we now have two points of reference from the SEC. On the one end, The DOA report, augmented by public statements and enforcement actions against ICOs, clearly delineates when a cryptocoin is a security. Now, on the other extreme, we know what attributes a coin must have to be a token, not a security. Those are useful signal beacons, but there is still a lot of uncharted territory in between.
The TKJ token
avoids being a security because its smart contracts are designed to freeze its
attributes for all time. The TKJ token is programmed to ensure that it can only
be used to purchase air charter services, that its value is fixed at one
dollar, and that it can only be transferred to another TKJ member. That seems
enough to ensure it can never be a security.
But
"never" is a long time. Don't underestimate the ability of humans to become
entranced by an oddity. One can well imagine that those bitcoins that can be
traced directly back to the original 50 that Satoshi Nakamoto mined in the
Bitcoin genesis block a decade ago might someday be considered rarer than an
Inverted Jenny. It is possible, though I can't say how, that even a
straitjacketed TKJ token could in time suffer an air-change into something rich
and strange.
In the meantime, to ground us (so to speak), here's how it feels to fly a real Jenny, right-side-up. https://www.youtube.com/watch?v=1Xodq1v_ufY