Key Players In The Digital Asset & Security Token Ecosystem
By Marc Paquin
Understanding the digital asset ecosystem is impossible without a clear understanding of the landscape and key players involved. This article highlights five entities that are crucial to the digital asset ecosystem, and defines their roles & functionality in the digitization of assets.
- Issuer — An Issuer creates and distributes securities representative of ownership in an asset or entity (ex. issuer Gary is a fund manager and General Partner who issues digital shares representative of his Luxury Hotel.)
- Digital Transfer Agent (DTA) — A Digital Transfer Agent (DTA) provides a connective data management layer enabling digital assets to move and ecosystem participants to interact. (ex. As the transfer agent, Vertalo conducts digital issuance of Gary’s Luxury Hotel by creating & distributing digital shares to investor accounts. Vertalo organizes & distributes documentation and data on the offering, and connects investor accounts to offsite trading venues for secondary market liquidity.)
- Broker-Dealer & Capital Advisors— A broker-dealer (B-D) is an SEC Regulated entity in the business of buying and selling securities. This can be for its own account or on behalf of customers. In the digital asset ecosystem, B-Ds are commonly used to raise funds. There are also capital advisors who connect their clients to new investment opportunities. (ex. capital advisor DealBox has an account on Vertalo’s Platform which allows them to provide their network of accredited investors to buy newly issued digital shares of Gary’s luxury hotel.)
- Custodian — Custodians provide and implement institutional grade security to hold digital assets and manage cash transactions (ex. DealBox hired a custodian service to facilitate investor cash escrows associated with Gary’s offering transaction)
- Trading Venues (ATS — Alternative Trading Systems) & Exchanges — ATS (Alternative Trading Systems) are venues for matching investor buy and sell orders to facilitate a digital securities transaction (ex. tZERO is an ATS that acts as a secondary market platform where accredited investors can buy and sell digital shares in Gary’s newly issued Luxury Hotel)
Vertalo acts as the connective layer for the digital asset economy by integrating these key players to each other and managing the transfer of digital shares. Partners have many options for integration, and Vertalo includes a completely customizable API. Vertalo gives users the freedom and flexibility to use digital assets as they please through our proprietary technology and network of partners. Issuers and Investors choose their preferred partners, and our partners get access to a wider client base by integrating with Vertalo.
An Issuer creates and issues securities representative of ownership in an asset or entity (ex. Fund Manager, General Partner)
- In most instances, the Issuer role belongs to the issuer of the securities or an authorized party (i.e.an investment manager, general partner or external counsel).
- By SEC Regulations, the Issuer must retain full control of the digital asset. This Issuer has administrative privileges, including the ability to assign roles to other parties. The Issuer of the digital security sets pre-defined operating rules and ensures that the appropriate party has control over the digital asset.
- The Issuer determines the rules of the digital shares. This means they can ensure compliant trading of the asset based on pre-defined investor eligibility, jurisdiction, limits on holder count, and other rules. The Issuer can designate one or more parties as a transfer controller or allowance controller. In other words the issuer retains great flexibility to structure its offering and the involved parties.
Some of the Issuers Vertalo is working with:
Digital Transfer Agent (DTA)
A Digital Transfer Agent (DTA) provides a connective data management layer enabling digital assets to move and ecosystem participants to interact. (ex. Vertalo)
- A Digital Transfer Agent (DTA) will maintain ownership records for issuers using traditional computerized databases. As a DTA, Vertalo provides up to date records kept on distributed ledgers known as blockchain.
- Using Vertalo’s DTA technology, customers will have the option to enable trading and peer-to-peer transfer of their their securities in a process called digitization (also commonly referred to as tokenization). There is very little risk with digitization, and issuers may choose to make the asset non-tradable at a later date.
- In connection with Investor access to digital assets, Vertalo’s DTA platform provides Investors with a direct-ownership wallet using a proprietary keyless wallet solution. This means that Vertalo accounts do not require a private key (PKI) to be protected, and the digital assets will comply with regulatory seasoning requirements and any transfer restrictions that an Issuer may impose.
- Through Vertalo’s solution, the DTA’s direct-ownership keyless wallets, digital shares, and Registry comply with SEC established Customer Asset Protection Requirements for digital assets.
- A DTA’s technology set must protect investors against loss or theft of assets, facilitates robust approved broker management of those assets, and supports external custody integrations in keeping with existing industry practices for traditional investment securities.
- A DTA can move assets from one registered wallet to another, settle trades, handle escheatment, rectify erroneous or unauthorized transfers, and record activity to the blockchain record providing an audit trail.
- The transfer agent records transactions, cancels and issues certificates, processes investor mailings, and handles a host of other investor problems, including reissuing or preventing lost & stolen certificates.
Broker-Dealer & Capital Advisors
A broker-dealer (B-D) is an entity in the business of buying and selling securities for its own account or on behalf of its customers. (ex. US Capital Global). A capital advisor connects their clients to new investment opportunities.
- In the digital asset ecosystem, Broker-dealers are commonly used to raise funds.
- Broker-dealers have legal authority (registered through FINRA) to sell securities and primary issuances to investors. The term broker-dealer is used in U.S. securities regulation to describe stock brokerages who act as both agents and principals.
- Broker-dealers fulfill several important functions in the financial industry. This includes providing investment advice to customers, supplying liquidity through market making activities, facilitating trading activities, publishing investment research and raising capital for companies.
- Broker-dealers range in size from small independent boutiques to large subsidiaries of global commercial and investment banks.
Some of the Broker-Dealers Vertalo is working with:
Custody Providers implement institutional grade security to hold digital assets and manage cash transactions (ex. Banks, Escrow Platforms)
- A custodian is a financial institution that holds customers’ securities for safekeeping in order to minimize the risk of their theft or loss. A custodian holds securities and other assets in electronic or physical form.
- In addition to holding securities for safekeeping, most custodians also offer other services, such as account administration, transaction settlements, the collection of dividends and interest payments, tax support, and foreign exchange.
- The fees charged by custodians vary, depending on the services that the client desires. Many firms charge quarterly custody fees that are based on the aggregate value of the holdings.
Some of the Custodians Vertalo is working with:
Trading Venues: ATS & Exchanges
ATS (Alternative Trading Systems) are venues for matching buy and sell transactions for digital securities and investors (ex. tZERO)
- An Alternative Trading System (ATS) is a trading platform that is not regulated as an exchange but is a private venue to facilitate trading by matching the buy and sell orders of its customers.
- ATS are creating global pools of liquidity for digital securities and investors across multiple jurisdictions. These parties are invested in making digital assets easy to buy and sell.
- ATS account for much of the liquidity found in publicly traded assets worldwide. They are known as multilateral trading facilities in Europe, electronic communication networks (ECNs), cross networks, and call networks. Most ATS are registered as broker-dealers rather than exchanges and focus on finding counter-parties for transactions.
- The Securities and Exchange Commission (SEC) must approve alternative trading systems.
Some of The ATS Vertalo is working with:
Launched after their own March 2018 STO, Vertalo is a B2B SaaS company founded to map the gaps between primary and secondary trading of digital securities offerings. As the ‘Operating System for Digital Assets’, Vertalo is focused on connecting and enabling the digital asset economy, providing an industry-leading cap table and investor onboarding solution that facilitates direct ownership and direct listing of any private asset. In addition to offering direct issuance services to private companies, Vertalo also offers white-label, licensed, and joint venture opportunities to capital advisors, broker-dealers, and investment banks. A subsidiary of SeriesX, Vertalo is headquartered in Austin, TX with offices in New York City and Seoul. Learn more about SeriesX and Vertalo at www.vertalo.com.