Overstock Digital Wars: A New Market Awakens

On the eve of the much anticipated release of Star Wars: The Force Awakens, the SEC approved Overstock Inc.’s plan to issue digital shares.  The online retailer plans to issue company stock via bitcoin blockchain–an enormous database running across a global network of independent computers that tracks the exchange of money.  Just as the original Star Wars movies released in the late 1970s and early 1980s signaled a monumental shift in special effects in film, Overstock’s plan to issue digital shares may herald a significant shift in the way securities are distributed and traded in the future.

Recent documents filed by Overstock show that the SEC has approved its amended Form S-3 that would allow the company to issue public securities via blockchain-based technology.  Unlike the lengthy development and buildup of the newest Star Wars installment, Overstock has been developing this technology over just the past year.  Although the SEC approved Overstock’s digital shares plan, Overstock has not announced when it will issue the digital securities.

Nevertheless, the SEC’s approval and the online giant’s decision to sell digital securities spurns the typical brick and mortar Wall Street method and eliminates the middle man, and will likely inspire other issuers to sell securities in a similar manner.  Experts tout blockchain’s technological precision, and predict that it will be more secure, transparent and reliable than current methods.  However, as Overstock.com acknowledged in the risk factors in its regulatory filings, issuing digital shares remains unchartered territory, and navigating the legal and regulatory landscape with such little precedence can be risky.  For example, among the risks applicable to digital shares offerings listed by Overstock.com are limited liquidity, limited trading volume, price volatility, market manipulation, cyber theft and privacy concerns.  And while we once thought that digital shares may not occur unless it was on a galaxy far far away, this could be the near future for the securities marketplace.  So as this technology expands and evolves, it will be crucial for both the SEC to create a safe and efficient regulatory framework to protect investors in the digital realm, and for the issuers of future digital securities to constantly monitor the legal landscape to protect themselves from governmental and public scrutiny.