Blockchain is a tool. Samson Williams likens blockchain to a group text message, in which each participant receives a distributed, time-stamped, tamper-resistant (and encrypted) record of data transactions. Each group text has these characteristics. Everyone in the group “sees” the data, and none can change or gainsay any group message. Smart contracts are computer code put on the blockchain (how, exactly?) that establishes self-executing terms and conditions of a transaction. Are smart contracts smart? If certain data comes in and fulfills a pre-set term or condition, then rights and responsibilities are formed, terminated, modified, or shifted among the parties. Ah certainty and transparency, but also ah garbage in and garbage out. Are some contractual terms not amenable to smart contracting? And are smart contracts necessarily contracts? If not, can they still be useful? If a smart contract is a contract, what is the governing document? Is it the words business people and lawyers use, or is it the code that is supposed to reflect the words? To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/blockchain-and-smart-contracts-2021/

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Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

4. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
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5. Meet the Faculty
MODERATOR:
Chris Cahill - Sugar Felsenthal Grais & Helsinger LLP
PANELISTS:
Karl Sjogren - The Fairshare Model
Stephen Rutenberg - Polsinelli
John Wilson - Discovery Squared, LLC
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6. About This Webinar – Blockchain and Smart
Contracts
Blockchain is a tool. Samson Williams likens blockchain to a group text message, in which
each participant receives a distributed, time-stamped, tamper-resistant (and encrypted)
record of data transactions. Each group text has these characteristics. Everyone in the group
“sees” the data, and none can change or gainsay any group message. Smart contracts are
computer code put on a blockchain (how, exactly?) that establishes self-executing terms and
conditions of a transaction. Are smart contracts smart? If certain data comes in and fulfills a
pre-set term or condition, then rights and responsibilities are formed, terminated, modified, or
shifted among the parties. Ah certainty and transparency, but also ah garbage in and garbage
out. Are some contractual terms not amenable to smart contracting? And are smart contracts
necessarily contracts? If not, can they still be useful? If a smart contract is a contract, what is
the governing document? Is it the words business people and lawyers use, or is it the code
that is supposed to reflect the words?
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7. About This Series – Blockchain Basics
In Dr. Strangelove, a party created a “doomsday machine” that would automatically destroy all life if the machine
detected a nuclear attack on that party. There was no override, and, well, let’s just say that the film is hilarious but
probably not a comedy in a conventional sense. There, if the “network” received certain information, the device would
activate. Like a smart contract on a blockchain, the problem in Dr. Strangelove was that the party that created the
doomsday machine activated it before telling its adversary (i.e., the other network participant). That “smart contract” was
critically not smart. Blockchain smart contracts (with much smaller but still meaningful stakes) are computer code
designed to adjust automatically the rights and obligations of network participants based upon the inputting of information
to the network, with such information visible to all and inputted per means and procedures agreed upon by all before the
contracts become effective. And thus paper-intensive, multi-step and multi-party transactions, like securities sales,
supply chain coordination, and supply chain finance, might proceed with greater ease and security. Costs could be
lowered, transactional speed quickened, and litigation simplified or evaded entirely. We will examine these areas of
promise.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
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8. Episodes in this Series
#1: Blockchain and Smart Contracts
Premiere date: 7/22/21
#2: Blockchain and Supply Chain
Premiere date: 8/19/21
#3: Evolution of Trade Finance Technology
Premiere date: 9/23/21
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9. Episode #1
Blockchain and Smart Contracts
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10. What is Blockchain?
• A ledger
• Not stored in any one place
• Composed of a decentralized network of nodes
• New data on the blockchain must be verified by a majority of nodes
• Verification occurs by executing energy-intensive cryptographic calculations
• Once validated, a block of data is added to the chain
• Blocks may never be removed or edited
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11. What is Blockchain?
• Decentralized – data on the blockchain is not stored in any single place but distributed
across many nodes
• Immutable – once data is added to the blockchain, it cannot be removed, edited or
backdated
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12. Types of Blockchains
• Public Blockchains (permission-less)
• Private Blockchains (permissioned)
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13. From Centralized Ledger to Decentralized
• Blockchain establishes a decentralized ledger, by contrast to the familiar centralized
ledger, which requires a custodian or administrator being trusted to process monetary
transactions and manage the transfer of property
• See the two diagrams on the following pages, from David Sneyd, “Blockchain solutions to
ESG problems” (BMO Global Asset Management, Oct. 2018)
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From Centralized Ledger to Decentralized

15. How Does Blockchain Establish a Decentralized Ledger?
• Participant makes an entry, i.e., creates a new block
• Proposed transaction is broadcast to each participant on the network
• Validity of the new block is subject to pre-set criteria and a complex algorithm called
“proof of work”
• A majority of miners conclude that transaction is valid
• New block is created and time-stamped
• All are provided with an updated version of the ledger
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16. How Does Blockchain Establish a Decentralized Ledger?
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17. Some Components of a Blockchain
• Each block contains:
✓ A “hash,” which is a digital fingerprint or unique identifier
✓ Time-stamped batches of recent valid transactions
✓ And the hash of the previous block
• The previous block hash links the blocks together and prevents the past form being
altered or rewritten
• Each subsequent block strengthens the verification of previous blocks (and the entire
blockchain)
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18. Some Components of a Blockchain, 2
• Proof of work requires high computational capacity, provided by “miners”
• Miners supply the network with computing power, to allow the updating of the database
• A majority of mining power must be able to confirm the new blocks by decrypting the data
• Once a “block” (a record of a purchases and sales created by miners by solving a
mathematical puzzle that validates the transactions) is added to the network ledger of
older transaction (the “chain”), such record on the blockchain can’t be changed or
reversed (i.e., the transaction is immutable)
• Thus a blockchain, to be non-falsifiable, must not have any operator holding at any time
more than half of the computational power of the chain
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19. So What is Gained by Going from a Centralized to a
Decentralized Ledger?
• If a bank or credit card company keeping a centralized ledger is hacked, then other
participants lose access to their data
• With a decentralized ledger, all participants keep a copy of the data
• With a decentralized ledger, there is no extra cost of (or litigation from) efforts to
synchronize records kept by counterparties to a transaction
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20. Smart Contracts Defined
• Smart contracts are “self-executing contracts with the terms of the agreement between [a]
buyer and seller being directly written into lines of code. Once a smart contract has been
created, computer transaction protocols will execute the terms of a contract automatically
based on a set of conditions.” Rensel v. Centra Tech, Inc., 2018 WL 4410110 at *10 (S.D.
Fla. June 14, 2018). The promise re smart contracts:
✓ Self-executing
✓ Additional parties not needed to monitor the transactions
✓ Greater cost efficiency and faster transaction speed
• To determine whether contractual conditions are met, smart contracts use “oracles,”
which are agreed-upon real-time data providers which confirm triggering events
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21. Smart Contracts Defined 2
Per the Smart Contract Alliance (an initiative of the Chamber of Digital Commerce):
A smart contract is “computer code that, upon the occurrence of a specified condition or
conditions, is capable of running automatically according to pre-specified functions. The code
can be stored and processed on a distributed ledger and would write any resulting change
into the distributed ledger.”
Mark Higgins, “Blockchain in Energy: Smart Contracts on the Rise,”
https://www.mintz.com/insights-center/viewpoints/2151/2019-07-24-blockchain-energy-smart-
legal-contracts-rise (visited July 22, 2020)
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22. Smart Contracts: Whence?
• In 1996, computer scientist Nick Szabo defined a smart contract as “a set of promises,
specified in digital form, including protocols within which the parties perform on these
promises”
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23. Smart Contracts: A Set of Promises
• Such promises may be contractual or non-contractual
• Such promises may consist of contractual terms or rules-based operations designed to
carry out business logic, or both
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24. Smart Contracts: Within which the Parties Perform
on these Promises
• Automated performance is at the heart of a smart contract
• When hosted by blockchain, smart contracts are usually regarded as irrevocable
• Once initiated, the outcomes for which a smart contract is encoded to perform cannot
typically be stopped (unless an outcome depends on an unmet condition)
• This definitional discussion is derived from “Smart Contracts: 12 Use Cases for Business
& Beyond,” published by the Chamber of Digital Commerce (Dec. 2016) (Smart)
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25. How Much Code?
A smart contract may consist entirely of code, or
• consist of code with a separate natural language version, or
• consist of a natural language contract with encoded performance, or
• consist of a natural language contract with an encoded payment mechanism
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26. Driving Advancements in Smart Contracts
• OpenLaw: builds programming interfaces to enable smart legal contracts to be
incorporated into blockchain-based applications (and maintains an open source library). See
www.openlaw.io
• The Accord Project: a non-profit focused on developing open source tools to enable
anyone to build smart legal contracts. See www.accordproject.org
• Clause (has been acquired by DocuSign): verifies validity of smart agreement data as
entered in real time; sends notification and triggers payments. See https://clause.io
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27. Smart Contract: Mortgages
• Automated release of liens form land records when note is paid in full
• Visibility of servicer records to all interested parties, enabling payment verification and
tracking
• Fewer manual process, fewer errors, reduced costs
• Requires interface among contract, mortgagor payment account, and real estate title
record service
• Adoption of public key infrastructure among mortgagor, mortgagee, and other parties
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28. Smart Contract: Land Title Recordation
• Higher confidence in identity of parties, streamlined processes, reduction in auditing and
assurance costs
✓ Reduce land title conveyance fraud
✓ Automated notifications, incorporation of record integrity protections
✓ Enhanced liquidity
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29. Smart Contract: Smart Invoices
• Euler Hermes and Marsch provide trade credit insurance and are seeking to deploy blockchain-based
“smart invoices” (to help manage transaction for which it provides insurance)
• These would likely work as follows:
• When a supplier’s invoice is uploaded, the smart contract “reads” it to learn payment due date,
amount, and the purchaser’s identity
• Smart contract then identifies the network of suppliers for that purchaser
• If the supplier is not paid timely, the smart contract can “decide” (based upon rules coded into it),
whether to send an alert (and what kind of alert) to the other suppliers in the network
• PURPOSE: to forestall other payment defaults, lessen trading with insolvent purchaser, and lower
risk of insurable events
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30. For More Information
• Smart Contract Alliance
• Digital Chamber of Commerce
• Blockchain Association
• Wall Street Blockchain Alliance
• Ethereum Enterprise Alliance
• Virtual Commodity Association
• Coin Center
• See, also, The Shrimpy Team, “The Best Smart Contract Platforms” (Apr. 20, 2021), at
https://academy.shrimpy.io/post/the-best-smart-contract-platforms (visited July 9, 2021)
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31. About the Faculty
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32. About The Faculty
Chris Cahill - CCahill@sfgh.com
Mr. Cahill is partner at Sugar Felsenthal Grais & Helsinger LLP, in Chicago, Illinois. He guides
secured lenders, creditors, debtors, creditors’ committees, potential purchasers and others
through bankruptcy cases, out-of-court workouts, assignments for the benefit of creditors, and
receiverships. Mr. Cahill has substantial mega-case experience representing very large
debtors, and counsels and litigates on behalf of manufacturers and secured lenders in large
and middle-market cases. Mr. Cahill also publishes frequently and speaks regularly on
commercial insolvency issues. For example, he is an executive editor of Commercial
Bankruptcy Litigation, 2d Edition (Jonathan P. Friedland & Christopher M. Cahill eds., 2021).
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33. About The Faculty
Karl Sjogren - karl@fairsharemodel.com
Karl Sjogren is a CFO/Controller for startup companies in northern California. He is also
author of a 2019 book called The Fairshare Model: A Performance-Based Capital Structure
for Venture-Stage Initial Public Offerings. From 1996 to 2001, he was co-founder/CEO of
Fairshare, Inc., which sought to build an online community of average investors interested in
investing in early stage companies. Fairshare was a front-runner for what is now called
“equity crowdfunding,” but with a twist. It sought to popularize the use of a novel performance-
based capital structure for companies that raised venture capital from its members via an
IPO—the “Fairshare Model.” Sjogren graduated from Michigan State University with a BA and
an MBA. He is a certified public accountant (inactive) and credentialed in turnaround
management.
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34. About The Faculty
Stephen Rutenberg - SRutenberg@polsinelli.com
Stephen Rutenberg’s practice focuses on the intersection of special situations investing and
FinTech including cryptocurrency and blockchain technology. A significant component of
Stephen’s practice relates to his work in the distressed debt market, representing clients in
the purchase and sale of loans and securities of distressed and bankrupt companies. Recent
representations include advising on the purchase, sale and financing of bankruptcy trade
claims in several major chapter 11 cases, including Lehman Brothers, and the MF Global and
Icelandic bank liquidations. He works with all types of clients, specifically, asset managers,
hedge funds, private equity firms, and global financial institutions that seek him out for his
legal understanding, business sense, responsiveness, and care for client needs.
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35. About The Faculty
John Wilson - john.wilson@discoverysquared.com
Mr. Wilson is the founder of Discovery Squared. He is a certified forensic examiner, licensed
private investigator and an information technology veteran with over two decades of
experience working with the US Government, public and private companies. He serves clients
in a variety of industries and is an advisor to outside counsel, general counsel and in-house
executives on best practices. Mr. Wilson provides business and litigation consulting services
to help companies address various matters related to computer & device forensics, data
retention, records management and electronic discovery, including leading numerous
investigations, ensuring proper preservation of evidence items and chain of custody. In
addition, he has extensive experience with international collections, large scale collections
distributed across diverse locations, Mac forensics, mobile forensics, social media forensics
and cloud forensics.
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36. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
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37. About Financial Poise
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