Discussion Regarding AGP - Aragon Acquisition of DOTs

agp
#23

This is separate from my prior posts about my 5 Issues and about my 6 points of leverage as to why Aragon has the negotiating leverage to get DOTS for free. Those stand up independently. This is about confusing doublespeak and gaslighting that has no place in this space or in business in general. I think it’s worth highlighting to push back against making it normative.

Indicating that that one can’t opine on a deal without knowing the price as a response to someone specifically saying that no deal in which the price isn’t known is acceptable is some next level gaslighting. Creating opacity and using it as a cudgel against discussion in a space that is about decentralization and transparency and about breaking existing dysfunctional power structures is gross.

Saying a fundraising round is extremely successful, while DOTS trade 50% below the sticker price of that recent round is not reality based.

Ryan Zurrer: "The Web3 Foundation is not a broker of DOTs. The contributor discussions between the two entities have implied a substantial discount versus current market signals."

The sentence after saying plainly that the Web3 Foundation is not a “broker of DOTs”, the Web3 Foundation provides color around price in the sale of DOT tokens from Web3 Foundation to Aragon. That is literally brokering.

Worst, the following comment stands out. Ryan Zurrer is the counterparty to the proposed trade, the terms of which he is trying to hide from the public, and he is saying that he has full confidence that the terms that Aragon insiders negotiate with HIM will be good for Aragon. The line of thinking behind what he writes is antithetical to everything we’re doing here.

Ryan Zurrer: “As an ANT holder I have a high level of confidence in the Aragon One team and Aragon Association team who are the most dialled into the project and its direction. If they are supportive of a measure like this, then I am likely to be confident that they have negotiated an appropriate deal and we should let them do their jobs.”

I hope this is a wake up call about should be acceptable, about who to accept as a counterparty, and about how to conduct business in the blockchain space.

5 Likes

#24

Will just cross-post Stefano from his clarification

As part of our diligence on the offer, we have asked multiple OTC desks (some of which we are clients of, and some of which we are not) to provide offers on secondaries from earlier rounds participants.

We have heard of mythical lower prices, but we have only found real offers with a price that is extremely close to that offered directly by the foundation.

All I have to say is that it is good to see that the general community sentiment is that Aragon needs to decouple its faith from Ethereum and hedge platform risk.

On the other hand, I’m very confident that the Aragon Association has negotiated an excellent deal price-wise.

That being said, I’d totally understand if some community members decide to reject the proposal based on the price not being public.

As you know, Aragon is all about transparency – and it feels really great to me to see all this oversight from the community, however the votes turn out to be.

3 Likes

#25

@luis can you provide any objective data point (or more colour) on

“the general community sentiment is that Aragon needs to decouple its faith from Ethereum”?

I’m genuinely curious. I have met much more reactions on the other side (but I recognise being biased and echo-chamber’d).

In this thread alone, I count 2 yes-DOTs (Polka-ppl) and 6 “no-DOTS” (unrelated-ppl); plus 3 Aragon-ppl (plus 1 puppet).

Also, why don’t you even consider the possibility (or better, strive for it) that this price is made public? Doesn’t sound good when you condescendingly write that “maybe some reject this based on the price not being public” and on the next line write that

As you know, Aragon is all about transparency

Sorry if any of this comes out as harsh or offensive. Excited for the vote & outcome. Lots of respect.

1 Like

#26

I would certainly love for the price to be public, and believe me, we tried. Unfortunately, in the world of fundraising and legal agreements, things are not that easy.

We now have the difficult challenge of trying to make strategic treasury allocations, while still being in the open and subject to the upmost public scrutiny. It’s a hard position, and we are all doing our best.

Our goal was to negotiate a great deal on behalf of ANT holders and present it under a vote. What ANT holders do from now on is entirely on them. They either trust the AA and its negotiation skills, or they don’t, which I’m not judging at all. I’m sure ANT holders will do what’s right for them.

1 Like

#27

On that, I think that seeing the uncertainty surrounding Eth 2.0 and the path towards it from Eth 1.0, it makes sense to start thinking about a multi-chain world. Aragon is building something so important that it wouldn’t be smart to lock our future to a particular platform.

I just see Ethereum, Polkadot, etc. as developer tools, and as such, you can have multiple and switch them around at your convenience. For example, maybe Arachain DAOs are virtually free and faster, but Ethereum DAOs have access to more network effects because of all the ERC20 tokens, Maker, Uniswap etc. It’s all about tradeoffs, but if we lock ourselves down to a single platform, we cannot even make those tradeoffs in the first place.

5 Likes

#28

I took this to mean the general idea of reducing platform risk for the project by pursuing scaling solutions (an aragon sidechain, cosmos sdk, substrate, substrate + polkadot, xdai, etc), rather than a comment about the sentiment specifically about purchasing or not purchasing DOTs.

1 Like

#29

As a long-term holder of ANT, this is the first time I have been compelled to speak up.

Whilst I do appreciate the benevolent intent and sentiment behind the posts, what I am seeing goes against the grain of what Aragon purports to stand for. I write down a lot of it to lack of experience in commercial negotiations and practical governance, however if we have this skills gap, it has to be addressed as soon as possible. “Fight for freedom” or for anything for that matter is impossible without the ability to think adversarially. Pragmatism or good governance is not what - sadly - I am observing this time. For the record, I am agnostic on the issue of DOTs potential purchase - it is the way it has been handled that raised an eyebrow. I care about what Aragon stands for, and this is why voter apathy was not strong enough this time to just walk on by.

Similarly to @seeking, whose posts I was heartened to read, I am very disappointed by what is potentially unravelling here. I have a similar background to @seeking, so my points won’t get lost on him/her. I encourage everybody in the community, but particularly the Founders and Stefano B due positions of influence to pay particularly close attention to @seeking’s analysis - it is professional, balanced, and on point. It may be hard to metabolise for somebody with no experience of financial markets, but all his points are well explained and I’m sure he will oblige if Aragon Association were to seek clarification on any of them.

“I would certainly love for the price to be public, and believe me, we tried. Unfortunately, in the world of fundraising and legal agreements, things are not that easy.”

@luis, with the greatest of respects, things are actually much easier than they seem. May I offer an explanation? What we have here is trivial compared to an average commercial transaction, and ways of dealing with such situations have long been established. Aragon Association and the Founders as de facto fiduciaries of Aragon are absolutely within their rights to request a Most Favoured Nation (MFN) clause from the W3F, and a one-page document confirming such an undertaking MFN can and should be disclosed to the Aragon community, if the intention is indeed to adhere to the high openness and transparency standards that Aragon has set for itself from the outset.

Below is the definition of MFN:

A contractual provision, also known as a most-favored-customer clause, prudent buyer clause, or non-discrimination clause, in which the seller promises the buyer that it will not offer another buyer better terms before offering those terms or better terms to the first buyer. Because of antitrust concerns this practice may be used in an anti-competitive manner, courts will examine these provisions closely using a rule of reason analysis. Courts will determine the enforceability of the MFN provision by balancing the pro-competitive benefits of the provision (such as cost savings for buyers that may be passed on to downstream buyers) against the anti-competitive harms (such as discouraging price cutting and potentially encouraging monopolies).

This is only one of the many tools available to the Aragon Association to be consistent with its goal of being an example of transparent community-oriented governance. This, in fact, is a perfect first use case for testing the robustness of Aragon Court and its principles. Offering to the Aragon community a “take it or leave it” scenario is inconsistent with self-proclaimed values and mission of Aragon, is patronising to the ANT holders and does not offer them any viable choice. More than that, it is factually incorrect to imply that all avenues to uphold transparent governance have been explored.

I am happy to offer practical alternatives, if they are welcome.

5 Likes

#31

I’m wondering whether there is any chance that Aragon is getting the DOTs for free, and in return they have agreed to not disclose the price. Would be sort of ironic.

4 Likes

#32

I’m personally very stimulated and torn apart by the debate surrounding this proposal.

I’ve been reluctant to join the discussion as I trust the Association to have brokered a deal with many sweeteners, perhaps so great that Web 3 is reluctant to have this shared publicly! :slight_smile:

However I do feel this is a good opportunity to share some thoughts we’ve been having with @cemfdagdelen about the proposal.

Ideally in this type of deal, Aragon would still buy the tokens to help Polkadot achieve its rounds target and have the investment be used as leverage in negotiations with other power brokers and financiers in the space.

Any ETH green lighted by the association to purchase DOTs should in such a case be for the greater part transferred to a DAO containing these chipped in funds along with a corresponding portion of the DOTs.
Such a DAO would confer governance rights to the Association, Web3, and other stakeholders (3rd party devs, contributors to the projects etc…)

The DAOs treasury would be used to coordinate and fund efforts that are mutually beneficial to both projects: Nests grantees, ETH 2.0 clients, Substrate and Arachain!

This would allow to kill several birds with one stone:

  • a test balloon for ETHDAO with a sizeable multi-stakeholder democracy of open-source development DAOs
  • fund polkadot while developing infrastructure that serves both protocols
  • diversify treasury while incentivising different teams to build
4 Likes

#33

I thought it was established and explained that we do have indeed an MFN agreement on this.

Additionally, there is no “take it or leave it” situation.

Is the below not of help? If not, please do let me know which parts would need further clarification and I’d be happy to provide them.

3 Likes

#34

I think if Aragon was willing to commit to developing and building a parachain on polkadot perhaps that could be used as leverage in a negotiation, but I don’t think that at this point it makes sense for the project to make any such commitment and I don’t think the AA is in the position to make such a commitment for the project within the scope of their negotiations.

As far as I understand things, the “Arachain” being built on polkadot is just a potential path towards scalability. One which warrants further research and exploration, but would be extremely risky to make a firm commitment on at this time. Polkadot hasn’t launched yet, and many technical details appear to still be being figured out, and so we can’t even do a full analysis of the technical and economic. I would be strongly against making a commitment like that even if it meant a substantial allocation of free DOTs for the project.

However, allocating a small portion of the projects treasury to DOTs at this point, without any commitments to build a parachain, and assuming the AA is able to negotiate a fair price, seems like a reasonably thing to consider. Polkadot is interesting tech and is exploring a different approach to addressing scalability than Eth2.0.

4 Likes

#35

Arachain currently being built (i did not realize this) would be enormous leverage, if used correctly. Resources expended (time, labor, attention) is a powerful commitment, probably more powerful than a document of vague promises.

Unfortunately if the leverage is squandered by simultaneously negotiating co-buying discounts (as disclosed by Stefano) for the personal accounts of the negotiators, then of course Aragon, the project supposedly being represented in the negotiations, has no leverage at all. The other side of the table, understanding that the AA negotiators want to get their beaks wet at the currently offered discount, has absolutely no reason to present a better deal, because if the Polkadot negotiator walks away, the AA negotiators lose the personal account co-buying opportunity they want.

The formality of declaring/labeling the co-buying deal ‘independent’ from the aragon buying deal has no real impact of the game theory of the negotiation, especially considering that rzurrer, the seller, publicly bragged on twitter that he owns a “ton of ANT” and turnout is low on ANT ballots. The winner of the ballot may have been viewed as a foregone conclusion in polkadot’s mind.

2 Likes

#36

The point I was making is that at this point the Arachain is not currently being built, it is very much in a casual research phase and simply an exploration of what might make sense in the future. It has not been funded by any previous AGP process and does not exist on the projects roadmap. Therefore, the notion that there is a strong commitment on behalf of Aragon to leverage Polkadot that could be used in negotiation is false.

1 Like

#37

interesting. i see what you meant. research/planning/exploration is an important and time-consuming part of building, and would be viewed as an ante in other negotiating contexts. In a broader view, the announcement at Aracon was a social commitment, that would give credence to the idea that Aragon is seriously considering building on Polkadot. My main point is that Aragon does have lots of leverage with polkadot.

I do agree that the with strings/without strings prices are different. (and have said so on the twitter-dot-com in the past).

2 Likes

#38

Just adding this here. The OTC market is in fact booming in the last few days, despite the stated risks.

0 Likes

#39

As both a sale holder of ANT and DOTs I think both projects are tarnishing their reputations from the manner of this acquisition.

While I agree Aragon needs to hedge platform risk. Polkadots continuing errant behaviour and untested platform ( fisherman unproven , possible plutocratic governance ) in my view does not warrant a paid acquisition by Aragon. It further makes the case for free acquisition as @seeking has elucidated.

6 Likes

#40

Is there anywhere I can find a list of conflict of interests regarding the parties involved in this? For a deal/topic of this size I would expect to see any potential conflicts outlined clearly so that voters can make an informed decision.

2 Likes

#41

@seeking Thank you for sharing your thoughts on this. (also thank you to @A.Zhang and many others on this thread). I’ve been trying to stay out of the discussion because I’ve already spent way too much time analyzing and critiquing the governance/token model of Polkadot as well as the recent actions by the W3F team.

This is beginning to get a bit ridiculous though. The entire discussion around DOTs, how it’s being brought up, and the process of selectively disclosing information feels wrong. I don’t like it, not one bit… At this point I’m too burnt out to articulate myself clearly, but you did a great job highlighting many important points so thank you for that :slight_smile:

0 Likes

#42

I would certainly love for the price to be public, and believe me, we tried. Unfortunately, in the world of fundraising and legal agreements, things are not that easy.

Why get involved in a process that doesn’t align with the values and goals of Aragon (transparency, etc…)? I get that it’s important to choose the best tech to support the platform and that scaling is important, but is it worth sacrificing (or compromising on) core values?

Our goal was to negotiate a great deal on behalf of ANT holders and present it under a vote. What ANT holders do from now on is entirely on them. They either trust the AA and its negotiation skills, or they don’t, which I’m not judging at all. I’m sure ANT holders will do what’s right for them.

Voter turnout is very low. This is a high stakes vote. It would be easy, trivial even, for any well funded individual or organization to sway this vote significantly. How is that being addressed?

0 Likes

#43

I think the most relevant information on this is here: Clarifications on AGP-41: Acquisition of DOTs

The proposer @rzurrer is involved with the web3 foundation / polkadot as discussed above.

In regards to conflict of interest, I think it’s important to take that with a grain of salt, everyone in this thread may have different interests, and many (or most) of the people posting in this thread had not ever posted or engaged in the community prior to this issue. You do not need to hold ANT to post here or to be heard, you don’t need to hold ANT to submit a proposal. Someone who holds a lot of ANT but even more of another asset may still be less economically aligned with the project than someone who has a small stack of ANT but is passionate about the project and spends hours working on it. While its tempting to try and get everyone to truthfully disclose all of their interests and try and gleam their motivations for saying or doing some specific thing, its probably best to look closely at the proposal itself and whether it is good or bad and make an independent determination.

I’m not sure why allowing a proposal to be voted on would not align with Aragon’s values. It’s totally reasonable for ANT holders to reject the proposal because the terms of the agreement are under some non-disclosure agreement. Giving ANT holders a voice in important decisions is I think strongly aligned with the core values of Aragon, if we expect the Association to filter out any and all potentially controversial votes from the AGP process then how can we expect to learn anything meaningful about where ANT holders as a group stand on issues?

This is an interesting challenge, as if all votes are low stakes, there is actually very little incentive to get involved and participate in the process.

Right now there is not a tremendous amount of liquidity for ANT, so I’m not sure how easy it would be for a well funded organization which hasn’t accumulated a large stake of ANT over an extended period of time (and intends to hold that position for an extended period of time) to really swing the outcome of this vote on a whim. If a well funded organization does decide to take a long term position in ANT, shouldn’t they be considered legitimate stakeholders in the project? If not, why not?

I think the main argument is one of expectations and norms, and the idea that the introduction of new stakeholders will result in the project diverging from those established expectations and norms within the community. As I mention in another thread, the role of the association in the current AGP process is to ensure that proposals meet some subjective criteria. It’s not a straightforward job, and proposals like AGP-41 can be difficult to judge. If the association is heavy handed in filtering proposals, then the impact that ANT holders have on project governance is minimal, and if the filtering process is too loose, then the process can devolve into a tyranny of the majority. Personally, I think allowing AGP-41 to be voted on was the correct call, even though it is controversial and I do not know what the outcome will be.

I’ve so far avoided taking a specific position on this issue but will go ahead and do so now. I think that ANT voters should vote no on AGP-41, not because I don’t think it is reasonable or prudent to consider acquiring DOTs, but rather because the proposal was submitted and finalized very close to the submission deadline. Had the proposal been submitted earlier perhaps discussion could have resulted in a proposal which was more agreeable, that included a maximum acceptable price. I would like to see proposals made earlier in the process and refined based on community feedback, and since there is no urgent need to acquire DOTs in this voting cycle specifically, I think it would be healthy for ANT holders to reject this particular proposal and then it could be discussed and resubmitted in the future in a hopefully less polarizing manner.

3 Likes

Clarifications on AGP-41: Acquisition of DOTs