Review of Finance, 2017, 7–31

doi: 10.1093/rof/rfw074
Advance Access Publication Date: 10 January 2017

Corporate Governance and Blockchains*

David Yermack

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NYU Stern School of Business and National Bureau of Economic Research

Abstract
Blockchains represent a novel application of cryptography and information technol-
ogy to age-old problems of financial record-keeping, and they may lead to far-
reaching changes in corporate governance. Many major players in the financial
industry have began to invest in this new technology, and stock exchanges have
proposed using blockchains as a new method for trading corporate equities and
tracking their ownership. This essay evaluates the potential implications of these
changes for managers, institutional investors, small shareholders, auditors, and
other parties involved in corporate governance. The lower cost, greater liquidity,
more accurate record-keeping, and transparency of ownership offered by block-
chains may significantly upend the balance of power among these cohorts.

JEL classification: G23, G32, G34

Keywords: Blockchains, Corporate governance, Shareholder activism, Executive compensation

1. Introduction
This paper explores the potential corporate governance implications of blockchain technol-
ogy. A blockchain is a sequential database of information that is secured by methods of
cryptographic proof, and it offers an alternative to classical financial ledgers. After an ex-
plosion of interest from industry in late 2015, blockchains have captured the attention of
the business world, as they offer a new way of creating, exchanging, and tracking the own-
ership of financial assets on a peer-to-peer basis. Major stock exchanges are exploring the

* For helpful comments, I thank seminar and conference participants at the University of Adelaide,
University of Amsterdam, Bank of England, University of Bristol, Cambridge University Center for
Alternative Finance, Cardiff University, Concordia University, Erasmus University Rotterdam,
University of Exeter, Imperial College London, International Organization of Securities Commissions
Committee on Emerging Risk, Jesus College Cambridge, London Business School, Melbourne
University, University of New South Wales FIRN Corporate Finance Conference, New York
University, Queensland University, the University of South Australia, Texas A&M University, the
University of Western Australia, and the US Securities and Exchange Commission, as well as Alex
Edmans (the editor). Campbell Harvey and Clifford Holderness (the referees), Scott Stornetta, Tim
Swanson, and Paul Zarowin. Part of this paper was written while I was a visiting professor at
Erasmus University Rotterdam.

C The Authors 2017. Published by Oxford University Press on behalf of the European Finance Association.
V
All rights reserved. For Permissions, please email: [email protected]
8 D. Yermack

use of blockchains to register and trade shares of stock issued by corporations. Blockchains
also have the potential to accommodate debt securities and financial derivatives, which can
be executed autonomously as “smart contracts,” possibilities which are the basis of on-
going pilot projects involving some of the world’s largest financial institutions. Further ap-
plications may exist in government record-keeping of databases for land titles, vital
statistics, and many other areas.
These innovations may affect owners and managers of public companies in important

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ways, potentially changing corporate governance as much as any event since the 1933 and
1934 Securities Acts in the USA. In this paper, I identify in more detail how the use of
blockchains could affect corporate governance from the perspective of corporate managers,
institutional investors, debt investors, auditors, and other groups. I also discuss issues
related to the internal governance of blockchains themselves, a topic that could become im-
portant to corporations in the way that the organization of stock exchanges and other cap-
ital market institutions is important today.
Blockchains were proposed by Nakamoto (2008) as a method of validating ownership
of the virtual currency bitcoin.1 After 7 years of successful use with bitcoin, blockchains
have become recognized as an alternative to ownership ledgers based on classical double-
entry bookkeeping. Blockchains offer potential advantages in cost, speed, and data integrity
compared with classical methods of proving ownership, and the scale of these potential sav-
ings has motivated investments by venture capitalists and by established players in the fi-
nancial services industry. Entrepreneurs are actively investigating blockchains’ suitability
for recording ownership of a wide range of assets, from stocks and bonds to real estate,
automobile titles, luxury handbags, and works of art. Further applications under study by
governments include using blockchains for public records such as real estate titles, birth cer-
tificates, driver’s licenses, and university degrees.
Using blockchains to record stock ownership could solve many longstanding problems
related to companies’ inability to keep accurate and timely records of who owns their shares
(Kahan and Rock, 2008). Future extensions could allow blockchains to hold self-executing
smart contracts, such as stock options held by employees or warrants owned by outside in-
vestors. These smart contracts could extend into areas such as the pre-contracted resolution
of financial distress. Perhaps most importantly, blockchains could provide unprecedented
transparency to allow investors to identify the ownership positions of debt and equity in-
vestors (including the firms’ managers) and reduce the opportunity for rent-seeking or corrupt
behavior by regulators, exchanges, and listed companies.2 If a firm elected to keep some or
all of its financial records on a public blockchain, as proposed by some commentators,

1 The idea of a blockchain was introduced in Haber and Stornetta’s (1991) proposal for the digital
time stamping of documents in sequence to authenticate authorship of intellectual property, as dis-
cussed below. The first reference to this data structure a “chain of blocks” appears to come from
Nakamoto (2008), whose innovations with bitcoin included the connection of the blockchain con-
cept to a public ledger jointly updated by numerous participants in an open-source network.
2 Countless examples of corrupt behavior attributed to banks, exchanges, and regulators have
tended to undermine public confidence in financial markets for as long as they have existed. In re-
cent years, these have included the NASDAQ odd-eighths scandal (1994), the technology stock IPO
scandal (2002), the after-hours mutual fund trading scandal (2003), the LIBOR manipulation scandal
(2011), the foreign exchange front-running scandal (2013), and the gold and silver fixing scandals
(2014), among others.
Corporate Governance and Blockchains 9

opportunities for accrual earnings management and other financial reporting strategies could
drop dramatically, and related party transactions would become much more transparent.
For shareholders, blockchains could offer lower costs of trading and more transparent
ownership records, while permitting visible real-time observation of transfers of shares
from one owner to another. For activists, the technology could allow for quicker, cheaper
acquisitions of shares, but with possibly far less secrecy than under the current system.
Activists could also liquidate their positions more easily and more transparently, which

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might make the “exit” channel of corporate governance increasingly attractive at the ex-
pense of the “voice” or intervention channel. Managerial ownership could become much
more transparent, with insider buying and selling detected by the market in real time, and
manipulations such as the backdating of stock compensation becoming much more diffi-
cult, if not impossible, since participants in certain blockchains are unable to “rewrite his-
tory” by changing their entries retroactively. Corporate voting could become more
accurate, and strategies such as “empty voting” that are designed to separate voting rights
from other aspects of share ownership could become more difficult to execute secretly. Any
and all of these changes could dramatically affect the balance of power between directors,
managers, and shareholders. However, their impact will depend importantly on the type of
blockchain used, whether public and freely open to anyone, as is the case with bitcoin and
other digital currencies, or restricted and “permissioned,” the model currently being tested
by a number of established financial institutions and consortiums.
To date the most high-profile proposed use of blockchain technology in corporate fi-
nance has occurred in the Australia, where the Sydney-based Australian Securities
Exchange in January 2016 announced its intention to redesign its clearing and settlement
systems using blockchain technology. Earlier stage investigations of how blockchains could
be used in stock markets were announced previously by the US NASDAQ and the
Frankfurt Deutsche Borse exchanges.3 Lee (2016) discusses the potential benefits of block-
chains to a stock exchange in such areas as cost and speed of execution and settlement.
Schroeder (2015) analyzes the legal basis for treating virtual assets on blockchains as “un-
certificated securities” under Article 8 of the Uniform Commercial Code. In the area of
shareholder voting, one of the topics discussed later in the paper, the Estonian stock ex-
change (a unit of the US-based NASDAQ) began in 2016 to conduct shareholder voting on
a blockchain platform. In late 2016, a US Public Company, Overstock.com, began taking
subscriptions for an equity rights issue over a private blockchain.
Emerging markets may be among the first to see blockchain technology integrated into
their stock exchanges and capital markets on a large-scale basis. The prediction of early
adoption in developing countries rests upon the convergence of three forces: inadequacy of
existing record-keeping systems, mistrust of corrupt and ineffective market regulators, and
high penetration of information technology such as smartphones. As examples, the rapid
growth of mobile payment systems such as M-Pesa and BitPesa in Kenya,4 and the recent
explorations by the governments of Honduras and the Republic of Georgia of moving their

3 See Hope, Bradley and Casey, Michael J. (2015) A bitcoin technology gets Nasdaq test, The Wall
Street Journal, May 10, 2015; Irrera, Anna (2015) CME and Deustche Börse Join Blockchain Gang,
Financial News, July 20, 2015.
4 M-Pesa and BitPesa are mobile phone-based payment services. M-Pesa is not blockchain based,
while BitPesa is. See http://www.coindesk.com/kenyan-court-upholds-bid-keep-bitpesa-off-mobile-
money-platform/.
10 D. Yermack

land registries onto blockchains, provide illustrations of the willingness of emerging econo-
mies to bypass older technologies and become early adopters of innovations that integrate
economic data with information technology.
If blockchains attain a central role in corporate record-keeping, the maintenance and
upgrading of blockchains themselves would raise interesting governance problems.
Governance of a blockchain amounts to having authority to update its code, which might
be done either for technical reasons or to change critical constraints or assumptions (such

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as the rate at which new coins or shares are issued). As implemented for bitcoin and other
digital currencies, blockchains operate on a public, open, and decentralized basis, with all
participants in a network (such as all owners of bitcoins) having the opportunity to update
them in real time. Proposed changes to the Bitcoin blockchain code occur via a passive pro-
cess of adoption or rejection by holders of more than 50% of the network’s mining power,
and in principle a change in the code can be initiated by anyone. As discussed in Section 4,
this decentralization of authority over a blockchain might leave it vulnerable to sabotage.
Rogue participants intent on crashing the network or diverting assets to themselves might
propose software changes that appear benign and are widely adopted, or alternatively,
might tempt others to adopt them using strategies based on the exploitation of collective ac-
tion problems. Overcoming these vulnerabilities appears to be an important, unfinished pri-
ority for promoters of public blockchain technology in its open source form. The
alternative of a permissioned blockchain, updated only by authorized participants, appears
attractive for security reasons, but it would lack some of the appealing features of an open
blockchain.5 The most extreme alternative, a private blockchain controlled by a central
gatekeeper authority, would concentrate operational risk in a single point of failure and
might charge monopolist rents to network users or fail to treat them evenhandedly. Making
such powerful third parties obselete and disintermediating financial transactions was the
central goal of Nakamoto’s (2008) proposal for a peer-to-peer electronic cash system.
The remainder of the essay is organized as follows. Section 2 provides a description of
blockchains and how they function. Section 3 identifies and discusses a range of corporate
governance arrangements that might be altered in a firm registering its securities on a block-
chain. Section 4 discusses governance issues connected to the administration of block-
chains. Section 5 concludes the paper.

2. How Blockchains Work

A blockchain records data in a sequential archive. Haber and Stornetta (1991) proposed
this structure for time-stamping the creation of intellectual property, such as a digital docu-
ment, in order to fix property rights with the creator before it can be copied by others.
Haber and Stornetta’s model assured the authenticity of each time stamp using hash func-
tions, a type of cryptography that transforms data into a hexidecimal code of fixed length

5 The cost and benefit tradeoffs between public, permissioned, and private blockchains have become
the basis of ongoing debates among industry players. See, for example, “Nick Szabo on
‘Permissioned Blockchains’ and the Block Size,” available at https://bitcoinmagazine.com/articles/
nick-szabo-permissioned-blockchains-block-size-1441833598, and “On Public and Private
Blockchains,” available at https://blog.ethereum.org/2015/08/07/on-public-and-private-blockchains/.
Corporate Governance and Blockchains 11

which cannot be inverted to recover the original input.6 The authors proposed transforming
each entry in their sequence into a hash code, which would then be combined with the raw
data for the next entry and turned into another hash code, which would then be added to
raw data for the subsequent entry, ad infinitum. An archive of records in this form could
authenticate the time of creation of any digital document by allowing users to match the
document’s hash code with the equivalent data embedded in the chain. Attempting to forge
the information retroactively by changing a prior entry in the archive would cause changes

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in the sequence of all subsequent entries, since any minor alteration to the input of a hash
function causes a significant change in its output that is trivial to observe.
A further component of Haber and Stornetta’s scheme called for publishing the sequence
of records in a public forum, such as a newspaper or a usenet post, where data could be
verified by any interested user. This strategy, now known as a “distributed ledger,” essen-
tially crowd-sources the verification function classically played by auditors or bank in-
spectors, and it is an essential component of the open blockchain structure introduced by
Nakamoto (2008) for Bitcoin. Nakamoto wrote that “[T]ransactions must be publicly
announced, and we need a system for participants to agree on a single history of the order
in which they were received.”
Although the original design of Haber and Stornetta (1991) featured a sequence or
“chain” of individual transaction entries, one item at a time, implementing the idea in very
large markets with millions of assets required grouping many transactions together so that
the need for computer memory remained reasonable. In subsequent work to develop the
concept, they and other authors to proposed bundling large volumes of transactions to-
gether into “blocks” and arranging these blocks in chronological sequence using hash func-
tions. Within each block, individual transactions would be condensed using a separate
hierarchical system of hash pointers known as a Merkle tree.7 Thus, Nakamoto’s Bitcoin
blockchain bundles together up to 1 MB volume of transactions culled from the network
into a new block approximately every 10 min.8 Blocks are “chained” together in the pat-
tern proposed by Haber and Stornetta (1991), because the header of each block contains a
hash function reflecting the contents of the previous block, which itself includes a hash
function derived from its predecessor, and so forth, all the way back to the first block in the

6 The security of hash functions represents a critical component of not only blockchains, but also of
much of modern Internet communication. In principle, a hash function could be inverted through
trial-and-error, but an impractically large amount of time and computer hardware would be
required.
7 Ralph Merkle, an American computer scientist, has been responsible since the 1970s for numerous
breakthroughs in modern cryptography, many of them involving the secure creation of hash func-
tions and the concatenation of hash functions within one another.
8 The 1 MB Bitcoin block size is an upper limit, and recently most blocks have clustered around
0.75B in size, containing approximately 1,500 transactions, with the average block size having
increased steadily since 2009. On certain days, it is not unusual for most of the blocks to be full.
During busy periods on the network, transactions not yet encoded into the blockchain sit in a buffer
“memory pool.” Nakamoto (2008) provides references to other cryptography papers that informed
Bitcoin’s design, and the author suggested the 10 min blockchain update interval based on an ad
hoc forecast of future computer memory requirements. Today the growth of Bitcoin has led to vig-
orous user debates about optimal block sizes and cycle times, and rival digital currencies have pro-
posed other parameters.
12 D. Yermack

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Figure 1. Transaction data in the Bitcoin public ledger.
The figure shows the types of data included in Bitcoin transactions, including the source and recipient,
the amount of currency conveyed, and the time. The Data field can be used to convey additional infor-
mation and is useful for “colored coins” applications as discussed in the text. The Fee to Verification
Agent is an optional fee that the source can set aside for the miner who includes the transaction in a
block.
Source: SolidX Partners, Inc.
Reproduced with permission.

chain. Figure 1 illustrates the type of data included in Bitcoin transactions, including the
sender, recipient, amount, and time.
The party with authority to encode new transactions into a blockchain, who can be
thought of as a sponsor or gatekeeper for the archive, holds enormous power that poten-
tially poses great risks to individual blockchain participants. The gatekeeper can restrict
entry into a market, assess monopolistic user fees, edit incoming data, treat some users pref-
erentially, limit users’ access to market data, and possibly share user data with outsiders,
among other problems. In many of the prominent blockchain applications now under de-
velopment, such as the Australian Securities Exchange in Sydney and the Depository Trust
Clearing Corp. in New York, the gatekeeper role is assumed by an established “trusted
third party” whose actions are constrained by government regulators as well as reputa-
tional considerations. A blockchain organized by a powerful sponsor of this type is often
referred to as a “private” blockchain, since access for customers requires consent of the
gatekeeper.
Motivated by distrust of the financial establishment,9 Nakamoto (2008) introduced a
blockchain design for Bitcoin with no sponsor or gatekeeper controlling the addition of
new blocks. Instead, the update function was decentralized to all market participants in an
ongoing competition catalyzed by the award of new bitcoins to the winner. As illustrated in

9 Nakamoto’s lack of confidence in the mainstream banking system is evidenced by the “genesis
block” of bitcoins created on January 3, 2009, into which he encoded the front page headline from
that day’s Times of London: “The Times 03/Jan/2009 Chancellor on brink of second bailout for
banks.” Further, in a February 11, 2009, Internet posting, Nakamoto wrote: “The root problem with
conventional currency is all the trust that’s required to make it work. The central bank must be
trusted not to debase the currency, but the history of fiat currencies is full of breaches of that trust.
Banks must be trusted to hold our money and transfer it electronically, but they lend it out in waves
of credit bubbles with barely a fraction in reserve. We have to trust them with our privacy, trust
them not to let identity thieves drain our accounts.” See http://p2pfoundation.ning.com/forum/
topics/bitcoin-open-source.
Corporate Governance and Blockchains 13

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Figure 2. Structure of the bitcoin blockchain.
The figure shows the elements of each block on the Bitcoin blockchain, including transaction data, a
timestamp, a nonce or random number related to the proof-of-work algorithm, and the hash of the
header of the previous block. If any element of transaction data in a block is changed, the Tx_Root (or
Merkle root) of the transaction data will change, causing the hash of the block header to change. Since
the hash of the block header is included as an element in the header of the next block, the hash of the
next block header will also change, as will the subsequent block headers, ad infinitum, thereby making
fraud or theft easy to detect at the point at which it occurred.
€us Wander.
Illustration: Mattha
Reproduced under Creative Commons Attribution-ShareAlike License.
https://commons.wikimedia.org/wiki/File:Bitcoin_Block_Data.png.

Figure 2, to create a new block in the Bitcoin blockchain, the operator of a “node” on the
network must bundle together transaction data, the hash code from the header of the prior
block, the time stamp, and a further piece of data known as a “nonce.” The nonce is a ran-
dom number with the property that, when added to the other information in a block, it gen-
erates a hash with a certain number of leading zeroes.10 Once the fastest (or luckiest) miner
finds a nonce and successfully completes a block with the required hash, network members
will then verify and acknowledge the new block and begin working on its successor. A win-
ning hash can only be discovered through trial-and-error, a computationally costly “proof
of work” process that deters hackers from attempting to update the blockchain with
fraudulent data.11 Nakamoto observed that the award of new bitcoins to the first node dis-
covering a rare hash “adds an incentive for nodes to support the network . . . [and] is analo-
gous to gold miners expending resources to add gold to circulation,” thereby leading these
network members to become known as “miners.”12 Miners competing to create new blocks

10 In general, no two miners will bundle together the same set of transactions in the same sequence
when attempting to create a block, so the nonce required to create a special hash and complete
the block will be different for every miner.
11 Further security for the network comes from the requirement that each transaction be ratified by
the sender using his or her “private key,” similar to a password, which fits in a certain way with
their “public key,” similar to a virtual address. This double-key requirement prevents the creation
of purely fictitious transactions by which a crooked miner might divert transactions to
themselves.
12 Currently between 5,000 and 7,000 nodes take part in the Bitcoin network at any one time, and
while all miners are nodes, not all nodes are miners. See www.reddit.com/r/BitcoinBeginners/com
ments/2rpmyl/what_is_the_difference_between_running_a_node_and/.
14 D. Yermack

have discretion over which transactions to bundle, and no FIFO or other sequencing proto-
col is required.
Maintaining an equilibrium between the number of miners, the size of the mining re-
ward, and the work required to create each new block, all while meeting the needs of the
network, represents a complex balancing problem. The current reward to miners is 12.5
bitcoins per block. Approximately every 4 years the reward is cut in half, and recently it fell
from 25 to 12.5 bitcoins in July 2016. Unless changed in the future, the reward will dis-

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appear altogether by 2140, at which point 21 million bitcoins will have been mined. After
that, voluntary user fees from agents seeking fast verification of transactions (i.e., liquidity)
will serve as incentives for miners to include them in their next blocks. This scheme follows
the intent of Nakamoto (2008), who wrote that “Once a predetermined number of coins
have entered circulation, the incentive can transition entirely to transaction fees and be
completely inflation free.”
The Bitcoin network endogenously adjusts the difficulty of finding a winning hash by
requiring either more or fewer leading zeroes in the hash of a new block; the difficulty
changes periodically based on recent processing times so that new blocks require approxi-
mately 10 minutes of computational effort. In addition to making it costly for miners to cre-
ate the next block in a blockchain, this method makes retroactive editing of the blockchain
prohibitively difficult, since even a minor change in a past block would have the ripple ef-
fect of changing the hash codes of all subsequent blocks. A thief or forger seeking to alter
old transactions would therefore face the insurmountable problem of having to find valid
hashes for all subsequent block headers up to the latest, even as honest miners continued to
work at extending the true blockchain. The difficulty of this task explains why commenta-
tors sometimes refer to information on a blockchain as “immutable” or “indelible.”13
Figure 3 illustrates the logic of the proof-of-work method in ensuring the integrity of histor-
ical data in a blockchain.
The decentralized mining protocol for extending an open blockchain, sometimes referred
to as “competitive bookkeeping,” has been incorporated into numerous other digital curren-
cies and other public blockchain applications that permit open entry for anyone but require a
method to discourage thieves and saboteurs. Along with sufficient incentives to obtain partici-
pation by miners, the protocol requires transparency of all blocks so that users have the op-
portunity to observe any data tampering that occurs. This open model of a blockchain, with
no restrictions on entry, complete transparency of data, endogenous adjustment of proof-of-
work incentives, and a passive system of governance, offers a sharp contrast to a private
blockchain that limits access. One clear cost of the public blockchain model is the cost of the
proof of work needed to update it, comprised of computer hardware and electricity. On the
Bitcoin network, mining has become intensely competitive, and analyses of the cost of mining
generally assume that capacity is added up to the point where the marginal cost of mining
new blocks (aggregated across all miners) equals the market value of the expected reward in
new bitcoins. At recent prices, if a block contains about 1,500 transactions, the mining reward

13 Any such claim of immutability ignores the possibility that a blockchain can be partly rewritten if a
majority of the community supports a “hard fork,” which occurred with Ethereum in the summer
in 2016. In addition, a saboteur could compromise the integrity of the blockchain’s data either by
having a much faster supercomputer than anyone else or by adding enough CPU power to the
network to control a majority of the mining power and organize a so-called “51% attack,” a possi-
bility discussed below.
Corporate Governance and Blockchains 15

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Figure 3. Integrity of data on a proof-of-work blockchain.
The figure illustrates how a proof-of-work scheme makes altering historical data in a blockchain pro-
hibitively costly, since a potential thief or forger would have to alter not only the transaction record
they wished to divert, but also all subsequent blocks up to the current one.
Illustration: Mark Montgomery V C IEEE Spectrum.

Reproduced with permission.

is 12.5 bitcoins per block, and a bitcoin is worth about $725.00, then the current cost to valid-
ate each transaction should be in the neighborhood of $725.00 x 12.5/1,500  $6.00.14
In his conception of the Bitcoin blockchain as a distributed open source ledger,
Nakamoto implemented an idea very similar to Kocherlakota’s (1998) “money is memory”
theory, although Nakamoto does not seem to have been aware of this economist’s work.
Kocherlakota reasons that agents treat money as a store of value because they believe that
each owner of a coin obtained the money by delivering goods or services to the coin’s prior
owner, who in turn did the same with the predecessor owner. Kocherlakota’s formal model

14 There are further sunk costs for expenditures such as the development of dedicated computer
chips custom designed for bitcoin mining. Precise estimates of the Bitcoin network’s power con-
sumption are impossible to construct due to its ever-shifting capacity, but many stories in the
news media have benchmarked it by comparisons with the energy demands of entire US states or
small countries. See, for example, Izabella Kaminska, “Bitcoin’s wasted power—and how it could
be used to heat homes,” Financial Times, September 5, 2014. These estimates seem misleading,
however, because bitcoin miners tend to cluster in areas where electric power is cheap and
abundant and might otherwise go unused. The best known locations include Iceland, which has
access to geothermal power, and Inner Mongolia, which has abundant hydroelectric power.
16 D. Yermack

shows that any economic allocation achieved through the use of money could be replicated
if all agents knew the complete history of everyone’s exchanges and kept a running account
of their net contributions to the economy, using each agent’s net economic surplus earned
as a signal of their claim against other agents with net deficits. Nakamoto wrote that “We
define an electronic coin as a chain of digital signatures.” In other words, each bitcoin is
made valuable by the ability to attach to it the memory of its previous exchanges.
The Bitcoin blockchain has proven to be stable through more than 7 years of continuous

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use, and its reliability has led many developers of blockchain products to propose free-
riding upon the Bitcoin network through a strategy known as “colored coins.” To transfer
an asset, such as a share of stock, one could initiate a bitcoin transfer from the seller to the
buyer involving a trivial amount of bitcoins, such as 0.00001. Attached to this transaction
in an additional data field could be a “token” such as the share of stock (see the Data field
in Figure 1). Miners would then bundle up the transaction into the next block, and the re-
cord of the bitcoin transfer would also serve as proof of transfer of the stock. Although this
strategy seems appealing because it saves development cost and takes advantage of
Bitcoin’s reliability, it raises a number of legal and enforcement issues since the Bitcoin net-
work was designed to transmit only bitcoins themselves and may not be suited to the special
characteristics of other assets. These issues are explored in a recent paper by Swanson
(2015). Alternatively, a company could sponsor its own blockchain and either update the
blockchain itself or establish an incentive system attract miners from outside.15
Refinements and appendages to public and private blockchains are quickly emerging.
A “permissioned” blockchain restricts updating privileges to a select group of authorized
users who negotiate governance and control rights among themselves, in a process loosely
resembling a partnership agreement. Permissioned blockchains offer clear advantages in
security and privacy while potentially reducing costs of compliance with regulations such
as “know your customer” money laundering regulation in the USA. Many of the most
prominent blockchain organizations, such as Hyperledger and R3CEV, have followed
this model. In a “sidechain” (Back et al., 2014) a sponsor can operate a private or permis-
sioned ledger but periodically connect some aggregation of its transactions to an open,
distributed ledger, or two private ledgers could exchange transaction data in both direc-
tions. Sidechains offer potential benefits such as the ability to accommodate overflow
transaction volume that may exhaust the throughput capacity of the main blockchain.
Other platforms such as Ethereum incorporate many features of blockchains while adding
additional functionality, such as a contracting language that allows users to establish con-
tingencies for the transfer of assets and to reach out to an agreed-upon oracle to arbitrate
disputes.
For the interested reader, Bheemaiah (2015) provides an easily accessible discussion of
the important technical details, and The Economist (2015) offers a very useful general

15 One could imagine a company autonomously issuing shares of its stock on an open blockchain
that is updated by miners on a decentralized basis. Miners could receive a modest allocation of
new shares as a reward (diluting the old shareholders, as with bitcoin’s blockchain), or the block-
chain could require stock traders to include user fees for each transaction. Of course, the com-
pany could also operate a private blockchain that it updated itself. The first known case of this
came to light in November 2016 when Overstock.com began taking subscriptions for an equity
rights issue over a private blockchain. See http://www.coindesk.com/overstock-raise-30-million-
blockchain-stock-offering/.
Corporate Governance and Blockchains 17

introduction and characterizes the blockchain as a “trust machine,” since its algorithms re-
port economic transactions with very high precision without any need for a trusted third
party. Böhme et al. (2015) provide a survey of the Bitcoin network and a lucid discussion of
its underlying principles and governance and the range of potential future applications.

3. Corporate Governance of Firms Traded on Blockchains

Issuing and trading corporate securities on blockchains would create numerous benefits and

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also certain costs related to greater transparency of ownership and faster, cheaper trade
execution and settlement. Better transparency would significantly impact the profit oppor-
tunities available to managers, institutional investors, and shareholder activists, among
others, because the incentives to acquire ownership and to liquidate it could change mark-
edly if their transactions were observable in real time. Improvements in trading technology
would also affect the incentives to acquire and liquidate ownership for these groups.
Important side effects might spill over into the real economy, since the changing incentives
for informed investors to trade might lead to more reliable signals about the value of indi-
vidual firms. In the presence of these changes, over time suppliers of capital might design
securities differently, reconsidering the need for certain restrictive covenants and taking ad-
vantage of blockchains’ ability to execute “smart contracts” autonomously. Firms may re-
cruit board members and outside consultants with different skill sets to deal with these
changes, and important topics like management incentives would likely evolve to take ac-
count of the changing nature of corporate securities.

3.1 Greater Transparency of Ownership

When used in an open form with free entry and exit, blockchains generate an archive of
transactions known as a distributed ledger, because a copy of each block of transactions is
distributed or made visible to all members of the network. The original Haber and
Stornetta (1991) paper, in which the blockchain structure was proposed for authenticating
intellectual property, suggested this structure to crowdsource the function of auditing and
verification. For a company with shares listed on a public blockchain, all shareholders and
other interested parties would be able to view the arrangement of ownership at any time
and identify changes instantly as they occurred.
Not all shareholders would be attracted to this arrangement; activists, raiders, or man-
agers might wish to conceal their trades for exactly the same reasons that small share-
holders or fund managers might wish to observe them. Firms issuing equity would have to
balance these considerations and evaluate whether marketing their shares would be more
lucrative on a private or permissioned blockchain, where the visibility of transactions could
be restricted to a set of member firms or trusted gatekeepers and investors would enjoy
more anonymity. Even under the private or permissioned blockchain models, the real-time
archive of transactions would create much more current and complete information about
each firm’s ownership than is available in stock markets today, and it would be visible to at
least some observers. If the ledger of transactions were visible only to the blockchain spon-
sor and to the government, the impact on investors’ trading strategies and insiders’ incen-
tives could still be profound as discussed below. Ultimately, a range of blockchains offering
varying degrees of investor anonymity might compete in the market to attract corporate
listings, with companies sorting themselves among different platforms that appealed to dif-
ferent shareholder clienteles based on their preferences for ownership transparency.
18 D. Yermack

Ironically, issuing companies might find public blockchains attractive as a type of takeover
defense, because their transparent structure undercuts the secrecy prized by shareholder ac-
tivists and corporate raiders when building hostile positions and instead promotes passive
shareholder behavior in line with the Grossman and Hart (1980) free-rider problem.
All of these conjectures assume that those able to view the distributed ledger of share
ownership would be able to identify the holders of individual shares and the counterparties
of important transactions. For instance, if a manager sold shares of his own stock, I assume

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that others will not only observe the sale but will also discern the selling manager’s identity.
In practice, this may or may not occur, because assets on blockchains are typically held in
anonymous “digital wallets” identified only by complex labels akin to serial numbers.
Many early users of bitcoin were attracted to the currency precisely for this reason, because
they believed the blockchain provided anonymity for purchases of drugs, money launder-
ing, and other illegal activities.
How easily the identity of a party transacting on a blockchain could be identified is a
matter of debate, and authors such as Malinova and Park (2016) argue that mandatory dis-
closure of traders’ identifying codes would be welfare increasing for the market as a whole.
One would expect the demand for identification of ownership on a blockchain to lead to a
growth in specialist “de-anonymizing” research firms that already exist, earning subscriber
fees by ascertaining the ownership of individual digital wallet addresses. This process
amounts to a modernization of the de-coding methods that Wall Street participants have
used for decades if not centuries, attempting to infer the presence of certain buyers or sellers
in the market by observing details of the size, timing, and sequence of their trades.
On the Bitcoin blockchain, maintaining anonymity has at times proven difficult. Law
enforcement officials have successfully identified and prosecuted money launderers, drug
dealers, operators of virtual casinos and Ponzi schemes, and other miscreants. If a company
issued equity on a public blockchain resembling bitcoin’s, the situation would probably be
similar. Even without advanced forensics, one could rather easily match digital wallets with
individual stock traders by searching the raw data for a particular transaction pattern that
is known to have occurred, such as a company’s award to a manager of a certain quantity
of restricted shares on a particular date. Potentially a share owner could stay a step ahead
by using a different digital wallet for each transaction or breaking transactions into small
pieces using several wallets at once. To defeat these strategies, regulators might require cor-
porate insiders to disclose their digital wallet identifications, or public keys, under penalty
of law. This would likely be part of an evolution of the disclosure regulations that most
countries apply to managers and significant outside shareholders, who typically must iden-
tify themselves after passing certain ownership thresholds. Such notices to the market, such
as the Schedule 13D filing for 5% activist shareholders in the USA, might become superflu-
ous if these investors’ positions could be observed in real time.16

16 Current US law provides for a deadline of 10 business days for an activist shareholder to file
Schedule 13D, but the rule is currently under review by the Securities and Exchange Commission.
In the USA, a patchwork of different disclosure rules applies to corporate insiders and outside in-
stitutions and activists (see Hu and Black, 2006, Table 3). Many of these rules were written years
ago at a time when stock market transactions involved the movement of paper stock certificates
and documents were filed by mail. Blockchain trading platforms might eventually lead regulators
to reconsider whether these rules were still necessary or how much time different investors
should be given to comply with them.
Corporate Governance and Blockchains 19

3.2 Improvements in Liquidity

According to a recent survey by Holden, Jacobsen, and Subrahmanyam (2013), liquidity is
“the ability to trade a significant quantity of a security at a low cost in a short time.” Due
to their potential to reduce costs and shorten the time required for executing and settling
securities trades, blockchains offer the possibility of significant improvements in liquidity,
whether they are used as the main platform for share registration and exchange, or alterna-
tively, whether they are introduced by stock markets in a more limited way to streamline

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the post-trade clearing and settlement process.
Stock trades in the USA generally require three business days for settlement to occur and
ownership to move formally from seller to buyer. During this interval, funds pass between
brokers and their clients, and shares are transferred on the books of the brokerage and the
ledger of the corporation, all under the supervision of the Depository Trust Clearing Corp.
Many people are involved in this process. In contrast, a sale of stock on the blockchain
could be settled much more quickly, depending upon the cycle time for adding new blocks,
and it would not require numerous middlemen, reducing the costs that now appear vari-
ously in commissions and bid-ask spreads. Although stock markets would probably con-
tinue to operate in some form to facilitate the meeting of buyers and sellers, liquidity could
increase greatly in response to the lower cost and faster speed of settlement. Cost savings
on a blockchain market would take both direct and indirect forms. The direct cost savings
would accrue from the reduction in personnel and streamlining of processes compared with
those used currently. Indirect savings, potentially larger, would emerge from the reduced
need for firms to tie up assets in collateral as a form of bonding during the settlement
process.17
Liquidity is a critical issue for portfolio managers and other investors both large and
small. Improving liquidity could increase the demand for stocks and have many significant
effects on patterns of investment and ownership. For instance, high frequency equity trad-
ing might become much more common if the cost of trading were reduced through this type
of innovation.

3.3 Impact on Institutional Investors and Activists

Major outside shareholders would be affected by both the greater transparency and im-
proved liquidity that could arise from blockchains. As shown in a survey by Edmans
(2014), a large number of papers have studied the impact upon shareholder activism of ei-
ther or both of these forces, and certain models predict either greater or lesser involvement
by major shareholders in corporate governance when either transparency or liquidity is
increased.
Greater transparency would potentially be seen as costly by activists and raiders, and as
a result they might be more reluctant to invest in firms that were traded in blockchain mar-
kets. Building share positions secretly is a time-honored strategy of these investors, who
wish to minimize their costs of acquisition by avoiding publicity as they buy (Bebchuk and

17 One major bank official states, “An interesting application of this could be around enhancing the
velocity of movement of securities, enabling financial institutions to mobilise collateral to back up
their trades more quickly . . . Collateral management is a critical topic now.” See Jon Watkins,
“Could the Blockchain solve the collateral conundrum?” The Trade, October 6, 2015, available at
http://www.thetradenews.com/Asset-Classes/Derivatives/Could-the-Blockchain-solve-the-collat
eral-conundrum-/.
20 D. Yermack

Jackson, 2012). Many of these investors also wish to control the timing of their self-
identification in order to take corporate managers by surprise for tactical reasons.
Assuming that the market could identify activists as the buyers of shares—which might be
apparent due to the large size or well-known patterns of their purchases—then shareholder
activism might become more costly and less prevalent for firms with blockchain share trad-
ing. See the models in Kyle and Vila (1991) and Collin-Dufresne and Fos (2016), as well as
the data in Collin-Dufresne and Fos (2015), showing that blockholders’ trades are highly

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profitable during the period before they are required to disclose their ownership positions.
However, models with the opposite implication appear in Maug (1998) and Kahn and
Winton (1998); these papers suggest that transparency helps major shareholders by improv-
ing liquidity and lowering their costs. This effect occurs because once the large share-
holder’s presence is disclosed, other shareholders expect them to become well informed and
would wish to sell their shares quickly rather than risk trading at an informational disad-
vantage in the future.
The impact of greater liquidity upon institutional investors and shareholder activists seems
likely to be complex. In a blockchain market, cheaper and faster trade execution and settle-
ment would facilitate both easier entry and easier exit by major shareholders. The greater
ease of entry would probably promote ownership by institutions and activists. Edmans, Fang,
and Zur (2013) is one of many papers showing the benefits of greater liquidity to large out-
side stockholders who seek to involve themselves a firm’s management. Norli, Ostergaard,
and Schindele (2015) show that activists accumulate more shares when liquidity is greater.
Once investors have purchased their position, they can choose to influence a firm’s man-
agement through the threat of sale, or exit, or through negotiation and participation in cor-
porate voting, or voice. A rich literature has analyzed both of these channels, and, ceteris
paribus, the increased liquidity of a blockchain market should reduce the costs of selling and
therefore lead to more emphasis on exit as opposed to voice. For example, in Edmans’s
(2009) model, liquidity increases the credibility of a blockholder’s threat to sell, helping
blockholders induce managers to improve project selection. Admati and Pfleiderer (2009)
present a model in which the threat of exit deters managers from accepting non-value maxi-
mizing projects that have private benefits. Rosenbloom, Schlingemann, and Vasconcelos
(2014) find that bidder returns in mergers are higher when the bidder’s own stock liquidity is
lower, which raises the cost of exit for institutional investors and gives them indirect motiv-
ation to use voice to restrain managers from pursuing bad acquisitions.

3.4 Impact on Managers

Blockchain trading of a company’s shares would likely reduce the effectiveness of equity-
based management incentives.
Corporate managers obtain most of their incentives from stock compensation, either
from stock options or restricted shares. Insider trading regulations constrain managers’
ability to profit from trades in their own shares. However, an influential literature argues
that even when managers trade within the established legal boundaries, insider trading rep-
resents a de facto compensation system for them, allowing executives to exploit at least a
certain amount of inside information and reap some of the profit associated with the valu-
able news they create. See Baiman and Verrecchia (1996) and Roulstone (2003), who pro-
vides an explanation, rooted in the theories of Manne (1966), for why insider trading,
Corporate Governance and Blockchains 21

whether legal or illegal, may represent an effective incentive system that alings managers’
and shareholders’ interests.
Blockchain share trading would potentially allow outsiders to observe managers’ trades
in real time. Investors are keenly interested in knowing when managers receive or liquidate
equity in their own firms, both because any transaction changes the managers’ incentives,
and because managers’ transactions likely signal private information about the firm.18
Real-time transparency of trading would expose managers to greater scrutiny by their

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boards and shareholders, probably causing them to trade less often out of concern of send-
ing adverse signals to the market. The net effect would likely cut into managers’ profits
from legal insider trading, and firms might have to pay them more to offset this loss. At the
same time, the managers would have diminished incentives to create valuable information
that they might be able to exploit via insider trading, potentially reducing their alignment
with shareholders.
A related problem for managers would be greater market awareness of when their
shares were pledged as collateral for loans or in connection with derivative hedging prod-
ucts (Bettis, Bizjak, and Kalpathy, 2015). These strategies are often used by managers to
achieve de facto liquidation of their equity incentives without incurring tax or signaling
costs. In a blockchain registration system, a pledge of shares would probably be visible as a
type of contingent smart contract, and managers might incur various tax or reputational
penalties that they can currently avoid due to the opaqueness of these transactions under
today’s regulatory system.
A blockchain registration system would also preclude managers’ backdating of compen-
sation instruments. Over the past decade, research has shown that managers obtain finan-
cial profits and tax benefits through the backdating, variously, of stock option awards
(Heron and Lie, 2007), stock option exercises (Cicero, 2009), and charitable gifts of stock
(Yermack, 2009). Blockchains are add-only databases in which entries are time-stamped
and cannot be rewritten once entered. Therefore, share transfers could not be backdated or
otherwise changed retroactively, a reform that outside shareholders might view as value-
improving even while managers would see it as costly.
The transparency afforded by a blockchain system would illuminate managers’ ownership
positions not only in their own firms, but also in other companies’ shares, including those of
competitor firms. This visibility could strengthen relative performance evaluation systems.
Many compensation reform proposals have argued for relative performance evaluation, in
which a manager is awarded equity pay that is benchmarked against a market or industry
index. These schemes essentially give the manager a short position in the benchmark index,
but the manager can offset such a contract by privately taking a long position in the same
benchmark. For instance, an executive of Coca Cola whose share price performance is being
compared against that of Pepsi could covertly take a long position in Pepsi. Ordinarily, trad-
ing in shares of a competitor is not visible to the board of directors or to regulators, since it
lies beyond the boundaries of insider trading disclosure requirements. We have no knowledge

18 One of the most significant aspects of the 2002 Sarbanes–Oxley Act in the USA was a reduction
in the required filing period for managers following their acquisitions and dispositions of shares.
The previous rule, which required paper filing by the tenth day of the subsequent calendar month,
was changed to require electronic disclosure within two business days. As shown by Brochet
(2010), the market reacted more significantly to announcements of managers’ transactions once
the more timely reporting requirements took effect.
22 D. Yermack

of how often managers engage in such trades to weaken relative performance incentives that
their boards seek to impose upon them. Of course, if boards could view these trades and re-
strict them, the managers’ welfare would decrease, and firms might have to pay them
increased compensation to meet their reservation utility levels.

3.5 Impact on Market Microstructure

The potential microstructure implications of a blockchain share market are vast, and a

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thorough study of these possibilities is beyond the scope of this paper. In this subsection, I
outline a few of the immediately clear predictions about possible changes in market trading,
price formation, and the mix of information impounded into share prices.
In today’s markets, if traders’ identities are opaque, then distinguishing informed traders
from noise traders or liquidity traders can be difficult for market makers. This is especially
true when an investor is selling, since many sales occur due to liquidity shocks whereas pur-
chases are more likely to be driven by informational advantages, since positive liquidity
shocks are far less frequent than negative ones. Brochet (2010) and other studies therefore
find that managers’ trades receive much stronger market reactions when they are purchases
rather than sales. If blockchains improve the transparency of investor identities, then in-
formed selling could become easier to differentiate than before, and the speed with which
adverse news is impounded into share prices could therefore increase. This would represent
a change from current market patterns, in which good news generally reaches the market
more readily than bad news (see, e.g., Hong, Lim, and Stein, 2000).
The increased transparency of a blockchain share registration system could permit mar-
ket makers to observe investors’ ownership positions not only in the shares they are trans-
acting, but in other shares as well. Following the logic of Edmans, Levit, and Reilly (2016),
consider an investor who owns two stocks, with each traded by a separate market maker
who cannot observe the trade in the other share. If the investor sells, the market maker may
consider the trade to be based either upon adverse information or a liquidity shock. The
ability to observe whether the investor sells the other share at the same time would improve
the precision of the market maker’s inferences about whether individual trades are informa-
tion driven or liquidity driven. This could potentially lead to more efficient prices and
reduced risk premiums charged by the market maker. More informative prices would in
turn improve the allocative efficiency of the real economy by enabling managers, investors,
suppliers, and others to make better decisions about the price and volume of capital allo-
cated to different firms and projects.
If the greater transparency of blockchains deterred insider trading by managers, as argued
above, outside investors and analysts would have greater incentives to invest in acquiring in-
formation about the firm. See Fishman and Hagerty (1992) and Bushman, Piotroski, and
Smith (2005). This could rearrange the overall distribution of information in the economy
and potentially lead to greater allocative efficiency of outside investment. See Leland (1992),
who discusses the implications of legalizing insider trading for capital investment, market li-
quidity, and the welfare of outside investors. The greater liquidity afforded by blockchains
could increase the incentives of analysts and investors to gather private information, since
they could more readily obtain a benefit from the information. This effect would have gov-
ernance implications by improving the outside monitoring of management.
Corporate Governance and Blockchains 23

3.6 Voting in Corporate Elections

Blockchain technology has been proposed as a platform for voting in all types of elections
(Boucher, 2016),19 and it appears to be a viable substitute for the archaic corporate proxy
voting system that has endured for hundreds of years with surprisingly few concessions to
modern technology. In February 2016, the NASDAQ Talinn (Estonia) Stock Exchange
announced a pilot program for blockchain voting in shareholder meetings for companies
listed on the exchange. The NASDAQ, which is the corporate parent of a much larger stock

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exchange in New York, stated in its announcement that “blockchain technology will allow
votes to be quickly and securely recorded, streamlining a proxy voting process that has his-
torically been labor-intensive and fragmented.”
Many studies such as Kahan and Rock (2008) have documented the current problems
with corporate elections, which include inexact voter lists, incomplete distribution of bal-
lots, and sometimes chaotic vote tabulation. In a blockchain election, eligible voters would
receive tokens (sometimes called “votecoins”) that they could transmit to addresses on the
blockchain to register their preferences. As discussed by Wright and DeFilippi (2015), the
greater speed, transparency, and accuracy of blockchain voting could motivate share-
holders to participate more directly in corporate governance and demand votes on more
topics and with greater frequency.20 Due to the transparency of blockchains, ensuring the
anonymity of voters would be an obvious problem, but this problem would be confined to
a minority of companies since most corporations currently do not use confidential voting.

3.6.a. Accuracy of elections

The imprecision of vote tabulation under currently used procedures implies a high degree
of inaccuracy in the outcome of close corporate elections. One Delaware attorney “esti-
mates that, in a contest that is closer than 55 to 45%, there is no verifiable answer to the
question, ‘who won?’”21 The vagaries of vote tabulation, such as when the polls actually
close and whether all the votes are counted, seem to introduce noise. In addition, Listokin
(2008) presents results showing that close elections end up being decided in favor of man-
agement in a disproportionate number of cases, implying that the results are subject to ma-
nipulation. He writes that, “at some point in the voting process, management obtains
highly accurate information about the likely voting outcome and, based on that informa-
tion, acts to influence the vote,” although the mechanisms used by management, such as
last-minute lobbying of dissident voters, are not clear.
The benefits of blockchain elections would include faster, more precise vote tabulation,
and equal real-time transparency of the likely voting outcome for both management and
dissident shareholders. This could give each side an equal opportunity to intervene with
last-minute campaign tactics and resolve ambiguities about the outcomes of close elections.
The net effect could be more frequent election of dissident outside candidates representing
shareholder activists or other groups and potentially more frequent defeats of management
proposals related to compensation and governance.

19 See www.v-initiative.org for a well-known example.

20 In 2015 Broadridge Financial Services, which tabulates votes in most US corporate elections, re-
ported voter turnout rates of 83% for institutional investors but only 28% for household retail in-
vestors, with much smaller rates for micro cap stocks. See http://media.broadridge.com/
documents/Broadridge-PwC-ProxyPulse-1st-Edition-2015.pdf.
21 Kahan and Rock (2008, p. 1279).
24 D. Yermack

3.6.b. Empty voting

Empty voting occurs when an investor uses borrowed shares or certain combinations of de-
rivative securities to acquire voting rights temporarily, without economic exposure to the
cash flow rights connected to the underlying shares. Hu and Black (2006) and
Christoffersen et al. (2007) describe empty voting in detail. Many of these strategies rely on
secrecy and can culminate in investors appearing on election day with far more votes than
expected. Some empty voting schemes are not strictly legal but have succeeded due to the

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difficulties of observation and enforcement.
Empty voting is controversial. Opponents tend to label it as undemocratic, since it in-
volves acquiring voting rights separate from the other antecedents of ownership and may
potentially be used to vote for the “wrong” side of a ballot question in order to create ad-
verse outcomes that somehow benefit the empty voter. However, supporters view empty
voting as efficient, since it permits voting rights to be priced according to their marginal
benefit to the highest-valued voter, and it provides an opportunity for minority share-
holders to profit by selling (or temporarily renting out) their votes. See Brav and Matthews
(2011). Whatever the merits of these arguments, it seems plain that empty voting would be-
come more difficult under blockchain share registration, which would provide both trans-
parency and early warning of the rearrangement of voting rights prior to an election. For
example, the simplest type of empty voting involves borrowing shares in the stock lending
market, with voting rights passing to the borrower until he returns the shares. Such a stock
loan would be immediately transparent, providing notice to shareholders, management,
and regulators of a redistribution of voting power. Opponents could take steps to counter-
act the acquisition of votes by an empty voter, and regulators could potentially enjoin vot-
ing of the shares.

3.7 Real-Time Accounting

Lazanis (2015) suggests that a firm could voluntarily post all of its ordinary business trans-
actions on a public blockchain. This would occur automatically if the firm used digital cur-
rency as its medium of exchange, since the currency itself would reside on a blockchain, but
it could also be done by means of tokenization, as discussed earlier, or even in conventional
currency if done on a permissioned blockchain. Like all blockchain transactions, the firm’s
routine accounting data could be recorded permanently with a time stamp, preventing it
from being altered ex-post. The company’s entire ledger would then be visible immediately
to any shareholder, customer, lender, trade creditor, or other interested party. Anyone
could aggregate the firm’s transactions into the form of an income statement and balance
sheet at any time, and they would no longer need to rely on quarterly financial statements
prepared by the firm and its auditors. Although this radical change in financial reporting
would obviously come at a cost—making proprietary information available to outsiders—it
would have two enormous benefits. Shareholders would have increased trust in the integrity
of the company’s data, and costly auditors (who are themselves corruptible) would not
need to be hired to vouch for the accuracy of the company’s books and records.

3.7.a. Accountants and financial intermediaries

In a world with real-time accounting, consumers of financial statement information would
not need to rely on the judgment of auditors and the integrity of managers. Instead, they
could trust with certainty the data on the blockchain and impose their own accounting
judgment to make their own non-cash adjustments such as depreciation or inventory
Corporate Governance and Blockchains 25

revaluation. The potential US savings equals the total revenue of the accounting industry,
which exceeds $50 billion per year. This sum represents the social cost for third-party valid-
ation of the accuracy of company accounts, or more simply, the social cost of mistrust of
corporate managers. Instead of relying on the auditing industry, which itself has been sub-
ject to moral hazard and agency problems (Cunningham, 2006; Ronen, 2010), each user
could costlessly create their own financial statements from the blockchain’s data, for what-
ever time period they wished. Users could access the firm’s raw data and make their own

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decisions about depreciation schedules, marking assets to fair market value, and recogniz-
ing non-cash accruals to earnings. To survive, accountants would need to reinvent them-
selves as interpreters of raw financial data, and given the large size and complexity of many
companies, market demand for their services would probably continue in some form.

3.7.b. Accruals earnings management

Real-time accounting on the blockchain would greatly reduce opportunities for firms to en-
gage in accounting gimmicks and value-destroying real actions to manipulate reported
earnings. With irreversible, time-stamped transactions, managers could not use strategies
such as backdating sales contracts to a prior reporting period or amortizing operating ex-
penses, which should be expensed immediately, and pushing them into future periods. If
users relied on their own custom financial statements, today’s common reporting data and
frequencies, such as quarterly earnings per share, might become much less important and
therefore would be less frequently manipulated by managers. Security analysts would need
to work harder to assess the fair values of company stocks, but they would have much
more information with which to accomplish this task.
The potential implications of these changes are important, as executives may manage
their firms differently if accruals earnings management became more difficult. Survey re-
search indicates that managers are willing to make suboptimal investment decisions such as
cutting positive NPV investments for the benefit of short-term gains in accounting earnings
(Graham, Harvey, and Rajgopal, 2006).22 If manipulation of quarterly earnings became
much less important due to real-time accounting, perhaps this distortion in firms’ invest-
ment policies would recede. However, the response by managers may not be simple to pre-
dict. Cohen, Dey, and Lys (2008) find a shift from accruals earnings management to real
earnings management after the 2002 inception of the Sarbanes–Oxley Act, which restricted
certain channels of accounting earnings management via discretionary accruals.

3.7.c. Related party transactions

Real-time accounting on the blockchain could allow observers instantly to spot suspicious
asset transfers and other transactions that imply conflicts of interest. The disclosure rules of
the USA and many other countries place a burden upon management to self-report these
so-called related party transactions, but compliance is widely believed to be incomplete,
and it is often subject to nuanced debates about which transactions are material enough to
require disclosure. Transparency in this area would impact managerial incentives, since

22 Similarly, the introduction of quarterly earnings reporting in the European Union appears to have
led to firms reducing long-term investments, improving short-term earnings at the expense of
long-term earnings, according to the findings of Ernstberger et al. (2016). Kraft, Vashishtha, and
Venkatachalam (2016) find a similar historical pattern in the USA, but Nallareddy, Pozen, and
Rajgopal (2016) find no such pattern in the UK.
26 D. Yermack

insiders would have less ability to tunnel assets out of the firm, and it would permit cred-
itors to engage in real-time surveillance against fraudulent conveyances by managers of fi-
nancially distressed firms. It could also add more costs for firms, if they had to explain
large numbers of individual transactions to the public.

3.8. Smart Contracts

According to Szabo (1994), “a smart contract is a computerized protocol that executes

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the terms of a contract.” Based on the same logic as a mechanical coke machine, a smart
contract is designed to assure one party that the counterparty will fulfill his promises with
certainty. Smart contracts can overcome moral hazard problems such as strategic default,
and they can dramatically reduce costs of verification and enforcement (indeed, lawyers
might see their business shrink dramatically in a world in which many contracts became
self-enforcing). A number of new platforms such as Ethereum are designed to apply
blockchain technology to execute smart contracts based on simple events such as the pas-
sage of time or complicated contingencies such as future financial outcomes.
Although smart contracts raise a number of difficult legal and enforcement issues,
they have numerous potential applications in corporate finance and governance. These in-
clude the mechanical exercise of options embedded in derivative securities and other con-
tingent claims, the instant transfer of collateral in the event of default, and the payment
of employee compensation if performance goals are achieved, among many others. In
many of these settings, smart contracts seem like a promising device for reducing agency
costs. The willingness of a firm to enter into a smart contract could represent a pre-
commitment not to behave opportunistically in the future, and it would protect a lender
against basic fraud strategies by a debtor such as pledging the same collateral to two
borrowers.
Smart contracts may not impact corporate governance directly in the way that block-
chain stock training would. However, they could create significant long-term effects by
deterring widely known agency costs of debt such as risk shifting and strategic default.
This would have beneficial effects such as reduced adverse selection in credit markets
and a lower cost of debt market-wide. Boards of directors might reconsider the need
for banker-directors, who have classically filled a bonding role by signaling to the mar-
ket that the firm is creditworthy (Sisli Ciamarra, 2012). Debt contracts might have
fewer covenants, and the role of credit rating agencies could greatly diminish in
importance.

4. Governance of Blockchains
Participants in blockchains—such as the companies who may list their shares on a block-
chain stock registry—have many reasons to care about governance of a blockchain itself.
An open public blockchain is operated autonomously by computer software (more specific-
ally, by large numbers of miners who run the open source code). This code specifies basic
inputs for each transaction, the timing and priority for encoding these transactions into the
blockchain, and limits on the sizes or contingencies associated with each transaction,
among other issues. These software parameters are akin to the rules and regulations of a
stock exchange in which firms agree to list their shares and have them traded by third par-
ties subject agreed-upon constraints and limitations.
Corporate Governance and Blockchains 27

Just as with a stock exchange’s day-to-day rules, the regulations embedded in a block-
chain’s software code could favor some participating companies at the expense of others, and
therefore the authority to change these underlying rules could become critically important.
Ultimately blockchains must rely on a governance process in which the users agree upon a set
of requirements for the underlying software code to be changed, including provisions for dis-
pute resolution, sanctions for violating the agreed upon rules, and procedures for enforcement
of penalties.23 In a private or permissioned blockchain, negotiating these rules, including

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withdrawal rights, should be similar to the negotiation of a partnership agreement. In a public
blockchain that can be joined by anyone, governance can become much more complicated.
What could go wrong to provoke a governance crisis among the users of an open block-
chain in which transactions are validated on a proof-of-work basis? The most basic prob-
lem would be a so-called 51% attack, in which one participant on the blockchain
controlled enough mining power in order to force through a change in the software to bene-
fit themselves at the expense of everyone else. Acquiring this much capacity might be ex-
pensive, however, so one could imagine other, more subtle strategies.24 For example, a
saboteur could mislead network members into loading a new, faulty version of the code by
misrepresenting its true capabilities. One could also tempt other nodes with a prisoner’s di-
lemma type strategy, offering them modest payments that they will rationally accept in ex-
change for uploading the new, inferior software, even though abandonment of the old code
makes the rest of the community worse off. Other divide-and-conquer strategies, using
game theoretic analysis as the foundation, could also be devised. Protecting against these
types of governance attacks may emerge as a significant problem for open source block-
chains, and the issue does not seem to have received much attention from Nakamoto
(2008) and other creators of the Bitcoin blockchain.25 Even though Nakamoto’s original
paper raised concerns about the possibility of attacks against “honest nodes” by potential
saboteurs, it does not consider the possibility of collusion among miners in a mining pool,
something recognized as a clear potential danger today.
By far the most widely used, the Bitcoin blockchain is governed in an extremely decen-
tralized way. The software code for Bitcoin is open source, and any user may propose a
change to the code at any time. For a change to take effect, “consensus” is required, and it
is manifested when more than 50% of the miners on the network have discarded the old
code and begun running the new one. The procedure is purely passive and cumulative, with
no particular election or decision point scheduled for users to evaluate the new code, and it
is generally not time-limited unless the proponent of the new code introduces it with a con-
tingency hard-coded in advance. Proposed changes to the code can simply be met with

23 An excellent example would be the US blockchain firm R3, which has organized a consortium of
approximately 70 leading financial institutions to develop numerous platforms for trading assets
using a distributed ledger system. It seems highly unlikely that all the institutions will agree upon
the need and form of future modifications to their trading protocols, and they will need to work
with R3 to establish governance procedures for these situations.
24 Mining pools have formed on a voluntary basis on the Bitcoin network to share the costs and mu-
tualize the rewards of their work. In 2014 one pool, GHash.io, briefly exceeded 51% of the network
power and was theoretically in a position to attack the network. The size of the pool created so
much public controversy that some miners dropped out in order to shrink it.
25 See the blog posting by Tim Swanson at http://www.ofnumbers.com/2015/11/05/creative-angles-
of-attacking-proof-of-work-blockchains/.
28 D. Yermack

indifference and ignored, while others may emerge as the byproduct of high-profile discus-
sions in online forums among expert participants in the network. Metz (2015) provides a
good introduction to this process and discusses the current controversy within the Bitcoin
community over whether to increase the sizes of blocks in the Bitcoin blockchain in order
to accommodate higher transaction volume in real time. Although many agree on the need
for changes to Bitcoin to handle increasing transaction volumes, numerous miners instead
see a benefit to rationing the currently limited capacity, and several high-profile efforts to

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obtain consensus for reform have failed up to now.
An important event in 2016 highlighted the problems that can arise due to the uncer-
tainties of blockchain governance. A successful hack occurred against the Ethereum plat-
form, an open blockchain, in which the hackers diverted approximately $50 million worth
of ether tokens from a decentralized autonomous organization known as the DAO. In re-
sponse, the sponsors of Ethereum erased their blockchain from the point of the hack for-
ward by implementing a “hard fork,” thereby negating the theft by the hacker. This action,
which was supported by 85% of the Ethereum miners, accomplished two things that were
supposed to be impossible on a public blockchain: rewriting the history of transactions, and
introducing human intervention to negate the unanticipated consequences of a self-
executing smart contract. Implicitly, the event raised the possibility of future interventions
into Bitcoin and other blockchains, even open ones, if a majority of the constituents wished
to nullify a set of adverse economic outcomes after the fact. A minority of 15% of the
Ethereum miners saw this precedent as dangerous and opposed the hard fork, creating a
schism in Ethereum when they continued to mine and process transactions on the legacy
blockchain, which they renamed “Ethereum Classic.”

5. Conclusions
Blockchain technology offers a novel method for trading and tracking the ownership of fi-
nancial assets. It appears to be a leap forward in financial record-keeping not seen since the
introduction of double-entry bookkeeping centuries ago. Stock exchanges around the world
have begun to experiment with blockchains as a method for companies to list, trade, and
vote their shares, and stockholders may benefit from lower costs of trading, faster transfers
of ownership, more accurate records, and greater transparency of the entire process.
Corporate governance could change in many ways under a blockchain regime.
Institutional investors, raiders, and activists could benefit from being able to purchase
shares at lower cost and to sell them into a market with greater liquidity, but they would
have a much more difficult time disguising their trades. Managers who obtain incentives
from stock-based compensation would likely lose profit opportunities from legal insider
trading, due to the greater visibility of their transactions. Blockchains would also deny
managers opportunities to backdate compensation awards or covertly pledge shares for de-
rivative transactions. Shareholder voting would become much more reliable and less costly.
Companies might also use blockchains for real-time accounting, reducing the role of audit-
ing firms, and for the execution of smart contracts, which would reduce the expected costs
of financial distress and reduce the need for litigation. Together these changes could pro-
foundly alter the relative power of managers, shareholders, lenders, regulators, and third
party experts who interact in the corporate governance arena.
Corporate Governance and Blockchains 29

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