Presentation         for Rutgers Feburary 5,1999:
       
      A         Systematic Approach to Structuring and Facilitating Value Exchange
      ...including         a solution to the problem of valuing intangible assets
      Matt         Taylor
      Co-founder,         MG Taylor Corporation, Hilton Head, SC
      Michael         D. Bednarek
      Partner,         Crowell & Moring LLP Washington, DC
       
       
       Abstract
      The         solution to the problem of valuing intangible assets lies in recognizing         the real problem: the currently predominant system of value exchange -         the mercantile system - is not well suited for the post-industrial age         economy. There is a need for a new system and method for value exchange         that allows us to place so-called intangibles into a market by using,         for example, a smart object-oriented, agent-based method and         system in place of dumb money, as a medium of exchange. When         those assets that we commonly refer to as intangible are placed         in a market, the issue of valuation dissolves.
      The         object oriented system and method for exchanging a value is made up of         objects (or Agents) that serve as a medium of exchange or a measure of         value and/or a means of transacting value. Each object or agent within         the system has certain characteristics including an ownership characteristic.         The system includes means for modeling, sampling, and verifying the current         value, preferably in a real time basis, of the objects within the system.
      This         presentation is intended as a "Thought Experiment." Our purpose is to         suggest a new vantage point for considering the valuing of intangible         assets. 
      Introduction
      Our         search for ways to measure the value of intangible assets has led us to         the conclusion that the valuing of intangible assets is a non-issue. We         do not deny that the global economy is becoming increasingly distorted         because of the inability to identify and measure intangible assets. The         distortions are real, but the problem is not the absence of an abstract         model for estimating the value of intangible assets. Instead, the problem         is that intangible assets are viewed in the abstract and have not been         placed in a market.
      Companies         do not care what their intangible assets are worth in the abstract         - they want to be able to leverage them in practical business situations.         Markets, on the other hand, are efficient. They are the one standard that         everyone has to accept.
      A         new approach using new technologies will allow all intangible assets to         be placed in a market. In principle, the problem of intangible         assets is no different than tangible assets - it is just that the present         system and method for facilitating value exchange - todays mercantile         system - is deficient. The deficiencies in todays mercantile system are         readily apparent when considering what we now refer to as intangibles.
      The         common usage of the term intangible in this context is itself         circular. Certain assets are referred to as intangible because         they do not fit neatly into the predominant system for value exchange.         Thus, the difficulty we face in valuing intangible assets         does not result from something unique about intangible assets - the difficulty         results from the deficiencies in the current economic system.
      What         we today refer to as intangibles are, in fact, no more or         less tangible than a block of pig iron or an automobile. Pig iron would         have no value except that there exists a method and system - a process         - for its trade and use. This system and method, and the economy that         employs it, has evolved over centuries. It is complex and sophisticated.         It is not requisite, however, with the demands placed on it by the post-industrial,         knowledge-based global economy. The intangible asset issue is just one         of many that reflects this state.
      Try         to assess the value of pig iron in the abstract. Do you know its state?         Do you know what uses to which it may be put? Do you understand its nature         sufficiently in order to avoid misuse and unintended consequences in its         production and use? Do you know what market demand may exist for it? Do         you know the scale and scope of this demand including important local         variables? Do you have a model of its future value and what conditions         will effect this? Do you have access to a supply chain that can create,         distribute the pig iron as a product/service and make use of the value         received from this effort? These are but a few of the questions         that the market - and the support components that make it up - answer         every day.
      To         a primitive society this would be a complexity beyond comprehension and         any dialog about the value of the pig iron regarded as a total abstraction.         This is how we stand in regard to the valuation of so-called intangibles         on the threshold of the networked or knowledge economy.
      But,         when those assets that we commonly refer to as intangible         are placed in a market, the issue dissolves. It is now possible and will         become increasingly easy to place so-called intangibles into a market         by using a smart object-oriented, agent-based method and system         in place of dumb money, as a medium of exchange.
      Consider,         for example, the asset a corporation believes it has because         of its employee base. An Agent-Money-Contract can be custom made to forge         an executable deal that has immediate, short and long term value. It is         then, possible to sell these Agents or certain aspect of them         (i.e. as paper) on a market that can vote, thus,         establishing value for the entire family of assets. The Agent-based system         now opens up new degrees of potential market value(s). This creates a         real asset that can be managed and booked.
      This         new system of value exchange is no more or less abstract or complex than         the many financial instruments and abstractions that make up today's financial         system - which two hundred years ago would have been considered intangible         and impossible to define and manage. It is simply a matter of recognizing         the real problem, acknowledging the deficiencies in the current system,         recognizing the opportunities that are now or soon will become available         and creating a system that can evolve to overcome the deficiencies in         the current system. In essence, we are suggesting a new way of considering         the issue valuation of intangible assets - a thought experiment.
      To         begin the process of developing this new approach, we will define the         problem in a new way, identify the deficiencies in the current system         of value exchange and highlight opportunities that will be available in         the networked economy that is now emerging all as a precursor to a thought         experiment. We will then outline our proposal for an object oriented system         and method for exchanging a value and objects that serve as a medium of         exchange or a measure of value and/or a means of transacting value. 
      Defining         the problem
      The         search for ways to measure the value of intangible assets is grounded         in the recognition that the global economy is becoming increasingly distorted         for want of an effective way to identify and measure not only the full         range and scope of traditional assets, but also intangible assets that         now make up the greater value in the economy.
      In         considering issues pertaining to the valuation of intangible assets, it         has been widely assumed that the problem lies in the metrics         available for estimating value. Thus, most commentators have focused on         ways to identify and quantify hidden intellectual capital         assets that occur or are found to exist in successful organizations.
      There         are at least two fundamental flaws in the current search for metrics         to value intangible assets.
      To         begin with, intangible assets cannot be taken out of context of the environment         in which they exist. What value is an automobile to a typical buyer without         any possibility of having wheels? What value is a so-called intangible         asset outside of the ability of an individual, team or organization to         deliver to a market a useful good or service or trade the asset as a capital         asset? The value of an asset depends on the market context. Abstract analysis         of value is thus suspect.
               More significantly, the underlying assumption that the problem lies in         the metrics available for estimating value is flawed. The         lack of an effective way to identify and measure intangible assets is         just a symptom of the ills of the economic system currently in place.         The real problem is that the current mechanisms for facilitating value         exchange, which are a remnant of the industrial age, are not well suited         for this task as we move toward a networked economy. The deficiencies         in todays still largely mercantile system will become more pronounced         in the near future and threaten to inhibit the shift to a networked economy.
      Thus,         there is a need for a new approach to value exchange. Moreover, the key         to valuing intangible assets lies in establishing a system and method         for structuring and facilitating value exchange in todays (and tomorrows)         economy that accommodates those assets we now refer to as intangible.
      Fortunately,         in the emerging networked economy there will be many tools available to         implement improved systems and methods for structuring and facilitating         value exchange in both real and virtual economies. To craft an appropriate         system, one must begin by understanding the deficiencies in the current         system of value exchange. 
      Deficiencies         in the Current System of Value Exchange
      It         has long been recognized that direct exchange of items of economic value         (e.g., barter) is not always efficient. Thus, there have historically         been objects that serve as a measure of value and a system and method         for exchanging such objects on a macro economic scale.
      The         essential ingredients of any economic system or model include the medium         of exchange and measure of value as well as the system and method of exchange         as well as some system for verifying ownership, enforcing ownership rights         and monitoring current value.
      All         known systems have drawbacks. For example, current systems tend to value         those objects that are tangible and easily transferable. But, objects         that are tangible and easily transferable are not the only things that         have value, nor are they necessarily the most valuable that exist.         Thus, there remains a need for an improved system and method for exchanging         a value and objects that serve as a medium of exchange or a measure of         value.
      Current         systems of value exchange, principally currency and other forms of money,         are not capable of dealing with the complexity inherent in the emerging         economy. As a result, the system of value exchange limits or attenuates         economic growth instead of facilitating growth. This is increasingly the         case today because of the increasing importance of assets, i.e., intangible         assets, that do not fit neatly into the predominant means of value exchange.
      In         addition, present forms of money can be easily manipulated causing, among         other things, critical information in the system to be lost, obscured         or false. Thus, when a system of value exchange functions properly, the         change in the cost of a good or service should be the result of an increase         of decrease of its relative value in the market. However, when change         in the cost of a good or service results from a change in value of the         medium of exchange itself by arbitrary means (printing more money for         example) - and this medium is the sole method of exchange - then feedback         to the seller and buyer is compromised and a dynamic is introduced into         the exchange that is not connected to the intrinsic value of the exchange         itself. The system of value exchange has distorted the process that it         is intended to facilitate.
      Trading         opportunities are lost for no intrinsic reason other than the adjustment         necessary to restore balance and health to the medium of exchange. The         impact on the U.S. economy made by the period of high inflation in the         1970s is just one example.
      It         is thus understood that the currently predominant means of value exchange,         i.e., currency, has profound impacts on the system it is supposed to facilitate.         As a result, governments attempt to regulate their currency. These efforts         are rarely successful, however, because of the complexity of the task         and the political temptations involved. What is not operational in the         present economy is a system of exchange that is inherently complex enough,         and self-regulating, to match the true potential variety of the market         place. In cybernetics this is stated as the Requisite Variety         problem.
      In         other words, the facilitator of exchange is becoming the limit setter         of possible exchanges while more and more potential economy is lost due         to the inadequacy of the medium. This is no different than trying to describe         a complex object without the cognitive and language tools to do it. The         object cannot be seen or manipulated to its full potential. Potential         transactions are lost. Existing forms of currency cannot learn, they are         not smart and they do not adapt. Existing forms of currency do not carry         adequate information with them. In addition, the information that is delivered         does not discriminate - it says I am this and that but offers         not ability for the user to know why. For example, the history         of every transaction does not go with the medium-of-exchange - this is         done by a partially effective, expensive, corruptible system that imposes         great cost and speed limits on the system.
      Existing         forms of currency cannot transact based on context sensitive and case-specific         conditions. This imposes the need for complex, external-to-the-medium,         contracts and the entire court system that goes with it. The simplest         exchange can get tangled in this morass. This gives rise to a plethora         of financial instruments and agents that add complexity in the wrong place         while arbitrarily attenuating the variety of the system (of exchange).
      Existing         forms of currency do not know ownership and location - they cannot report         their condition nor be related to specific objects or processes of value         in the system. They cannot function as complex agents but - as noted before         - create unnecessary non-value-added complexity and overhead to the present         system of exchange among agents. 
      New         Opportunities in the Networked Economy
      The         deficiencies in the current system of value exchange detailed above are         no secret. These deficiencies are well recognized, but have become accepted         because of the perception that there is no better alternative. While it         may be true that the current system of value exchange has been the best         available for the industrial age, the emergence of the networked economy         is upon us. In a networked economy there will be opportunities for more         sophisticated systems of value exchange that overcome the deficiencies         in the current system of value exchange.
      A         networked economy is composed of agents (humans, machines, groups, organizations         and combinations thereof) that interact and communicate with one another         to such a high degree that the traditional distinctions between agent-types         are blurred. The emergence of the networked economy represents an economic         shift that will dwarf the industrial revolution.
      As         the networked economy emerges, it will become increasingly possible to         obtain information concerning how agents interact with one another and         to monitor the location, condition and status of agents operating within         a system and communicate this information to other agents within or outside         the system. Agents can, for example, report or broadcast their location,         condition and status. While the basic technologies have been available         for some time, it is only recently that the cost of hardware and communications         has made widespread use of the technology practical. Reduced cost of hardware,         object oriented programming, the Internet have all contributed.
      In         addition, there is an increasing understanding that complex systems do         not operate according to a central controller, but rather emerge from         the interaction of agents operating within the system. It is likely that         this trend will continue and that soon it will be even more necessary         to measure the real attributes of agents in real time. These trends will         continue at an exponential rate of change in the networked economy. 
      The         Thought Experiment
      Within         this contest, we present the following thought experiment.
               What           if:
        The           wrong question is being asked and intangibles are no different than           all other assets?
        The           issue is the system and method by which values are placed on the market           and exchanged?
                   The current system of value exchange is intrinsically too simple to           deal with the complexities of the knowledge economy?
        The           current system of value exchange is inherently unstable, as a cybernetic           system, because, among other things, it relies on Nation-State dominated           currencies that fail to provide adequate feedback to the system and           its components - as well as - being subject to the manipulation of special           interest groups?
        The           message in the current system of value exchange is increasingly           becoming a reporting of the tool-of-exchanges state that has little           to do with the state of value of the items the market is trying to trade?
        The           cost of all the contracts, agencies, professional services, regulations,           tools of evaluation and intermediaries, market exchanges - all - add           up to an unacceptable overhead imposing damaging limits on what the           system can see and trade and the rate that it can           transact?
        What           if:
        It           were possible to create a intelligent Agent in OOP (Object Oriented           Programming) that has features and behaviors that closely model real           objects in the real world - that this Agent would know its           owner, the location and condition of the object(s) it represents in           virtual space and what conditions are imposed on the use, transfer and           control of the object(s) as well as itself?
        It           was possible for whatever claims, conditions and contractual obligations           imposed and agreed to by any number of stakeholders to be programmed           into this Agent?
        It           were possible to build into this Agent strong encryption so that its           integrity cannot be violated, and further, to shape the           Agent so that is could only be seen and be known to exist           by Agents of a similar class or family?
        It           was possible for anyone to define and create these Agents, using ubiquitous           computing, and to send these Agents into virtual space to transact business?
        It           was possible to create whole Agent-based (mass-customized) economies           designed to specific conditions and the dictates of particular users?
        All           of this could be accomplished at less cost than the printing of paper           money?
        What           if:
        The           Agent, under specific described and built-in conditions, can execute           trades and the transfer of the (represented) real property including           (market accepted) future values?
        The           Agent can communicate with many of the real-objects (represented by           the Agent) and exercise some degree of control over the object itself           when prescribed conditions are met?
        Most           of what, today, that makes up financial and legal services, trading           markets, much of business and trade law enforcement, many government           functions, many managerial and contractual processes can be replaced           by Agents of this kind?
        These           Agents can travel through a variety of virtual media, reproduce           themselves as required, sleep and wake up under prescribed           conditions, live in a variety of media and find-their-way           by built-in protocols through different (known and unknown) networks           (made up of Agents) that are not subject to tampering or the fragile           conditions of one circuit?
        This           is possible, today, with todays technology and can be globally           ubiquitous within ten years?
        This           system and method can co-exist with and trade with the in-place financial           system during the period of transition?
        The           forgoing thought experiment suggests a need for a new system and method           for value exchange that allows us to place so-called intangibles into           a market by using, for example, a smart object-oriented,           agent-based method and system in place of dumb money, as           a medium of exchange. The challenge then becomes describing such a system.           
      
      A         Systematic Approach to Structuring and Facilitating Value Exchange
      One         possibility for a systematic approach to value exchange is to use an object         oriented system and method for exchanging a value made up of objects (or         Agents) that serve as a medium of exchange or a measure of value and/or         a means of transacting value. Computer software and/or firmware objects         (Agents) could, for example, be created to represent the value of various         items within the system. Thus, for example, an object could be created         to represent the value of a tangible object, such as a boat. An object         can be created to represent the value of one persons service and so on.         Objects can also be created to represent the value of ones future earnings.         Each object within the system has certain characteristics. Foremost among         the characteristics of each object is an ownership characteristic, which         is establishes who, within the system, has ownership with control of the         value represented by the object.
      It         is, naturally, critically important that the integrity of the ownership         characteristic be maintained. In other words, it is important that one         person within the system cannot misappropriate the ownership characteristic         from others within the system. Thus, it is contemplated that the ownership         characteristic be linked to unique characteristics of the individuals         (or objects) within the system. Examples of appropriate and unique characteristics         can include fingerprint patterns, iris patterns, DNA patters and, encrypted         code values. In terms of manufactured objects, the same can be accomplished         by building in unique signatures. This is done today with         batches of chemicals and explosives. Thus, an object knows that it is         linked to the person having a certain, unique, DNA pattern or fingerprint         or manufactured signature. This system for determining the characteristics         of objects makes it possible to achieve increased utilization of all objects         that have value to someone (or something) within the system (or market).
      These         can include objects that are physical objects (a boat) or metaphysical         objects (the future value of services that can be rendered). At its most         basic level, the system includes any objects that have value to anyone         or other object in the system. The system is connected with data resources         capable of evaluating or ascertaining the value of an object by standards         derived from the experience of the system, as well as, the actual voting         taking place in the market. In addition, the object's location is always         known and its status (health or condition) is always known. Reporting         on location can be done with GPS technology or other similar devices that         can ascertain a location precisely. Circuits and chips that measure conditions         that are believed to be significant factors in the value of the object         can be used to ascertain status or health. In the simple case of a boat,         for example, implanted chips would report whether the boat is afloat or         sunk and the status of its major sub-systems. Initially, any object within         the system can be very simple, but will evolve through recursion and iteration         to refine the predictability of its behavior within the system. Thus,         through experience, for example, it will be learned that certain factors         affect the value of the objects. The system will adjust accordingly. The         key is that feedback is used to refine both objects and system behaviors         as experience is gained. On the level of an economy, this process has         to be autonomous and a built-in capacity as the sum of the Agents within         it.
      In         an object oriented system and method for exchanging a value anything that         has value to some people can be a commodity. Any commodity in this sense         can be a tradable instrument. This allows much greater utilization of         assets (for example, future value of services rendered that might otherwise         not be used at all). This system may include a third party agent or enforcement         agent (human, machine, institution), which under current systems of economy         are courts, and other legal process generally used to enforce rules of         exchange and ownership.
      An         object oriented system and method for exchanging a value is useful on         an extremely large macroscale and for discrete, definable groups of persons         that have a common interest. Thus, it is possible with this system to         have multiple, distinct economies. It will be necessary to include within         most systems some form of interface with other economies (systems). The         choice is user dependent and dictated by the common goals of the market         or economy that has been established.
      Thus,         an object oriented system and method for exchanging a value offers the         opportunity to create tremendous wealth since most assets of the present         economy (and system) are, at any given time, inactive because of the inherent         limitations of the second wave economy and its instruments of execution.
      An         object oriented system and method for exchanging a value should include         means for modeling, sampling, and verifying the current value, preferably         in a real time basis, of the objects within the system. This can be accomplished         at the system level and/or the Agent level. Thus, for example, the physical         objects that are represented by the software objects within the system         could, for example, report signals indicative of their current state to         a monitoring system. In the case of a boat, for example, the boat would         continuously report its location and that all systems were in order. As         long as these signals were received the system would recognize the value         of the object representing the boat. However, once the system failed to         receive an indication that the boat reported the boats location         and function, it would no longer recognize the value of the object value         associated with the object representing the boat. In this circumstance,         certain predetermined actions can be triggered by the condition.
      Known         risks can be used to create real-time, user-controllable service costs         and billings. A driver, for example, can be charged insurance costs based         on a number of conditions: speed, location, time of day, road and weather         conditions and so on. This replaces the crude averaging that takes place         to day. In this case, appropriate care can translate directly into savings         - something only partially (and inaccurately) possible today.
      There         are, of course, other ways of verifying the values of the objects represented         within the system. For example, in the case of tangible objects such as         boats and automobiles, there is the conventional techniques for establishing         a blue book value which could be used in conjunction with real-time reporting         of the sales of similar objects.
      It         should be appreciated, however, that because of the digital nature of         the system and method it is possible to model real world values and their         fluctuation due to specific variable conditions much more accurately.         The fact of ownership and control of the physical object can be continuously         verified, this is unduly complicated using current technology and too         burdensome to accomplish on the granular level necessary for significant         gain.
      Thus,         the system can operate employing continuous real-time or periodic verification         or spot-checking. In addition by a credit report type system whereby participants         within the system can lose the ability to participate within the system         if they (or their Agents) fail to report or report misleading or fraudulent         information.
      A         systems (or economies) members (human, machine, etc.) most valuable         asset is the fidelity of their actions and the reliability of their verification         (identity). All participation flows from this history. The recording of         this record is not (only) centrally controlled and subject to manipulation         and arbitrary disenfranchisement. The memory of the system is also         the sum of all of its parts - like the human brain.
      In         addition, it is contemplated that the virtual Agents themselves can be         configured is such a way that they behave as genes. With this method,         certain Agents will naturally hook together while others will fail to         see the existence of those Agents outside of their umbaldt. Economies         built on tools of this kind will behave more like living systems and natural         ecologies than simple, even complex, machines. This is one reason why         as these new tools are introduced into the existing structure of the Industrial         economy that it becomes increasingly unstable. Therefore, these tools         have to be constructed and employed in such a way so as to build, incrementally,         a new Knowledge Economy as they are used. The system and method, as proposed,         can facilitate this whereas existing methods do not.
      An         object oriented system and method for exchanging a value dissolves many         issues of facilitating knowledge-economy Transactions and Agent value         accounting while radically reducing the multiplicity of financial instruments         (in a myriad of legal environments) now systemic to the industrial-based         economy. The systematic, networked economy will create true ValueWebs         (not supply-chains), where customers, investors, producers, manufacturers         and users will integrate into highbred organizations/economies to accomplishing         discreet goals. 
      Organizations         in America and across the globe will be able to create Intellectual Property         and Capital with the facility that, today; they can create physical products.         This capacity will completely alter how wealth is created, evaluated and         traded.
      Conclusion:         The Future of Value Exchange
      Efforts         to predict the future are always suspect. It is clear, however, that we         are in the midst of an unparalleled economic shift and that the current         system and method for exchanging value is no longer adequate. New systems         for exchanging value must emerge. Regardless of whether the systems that         emerge are object oriented system, there will be profound differences         in the methods for exchanging a value in the future.
      To         begin with, individuals and organizations are likely to publish their         own money; i.e. instruments of trade. Individuals and organizations would         participate in multiple economies, as well as, have the facility for making         economies of distinct character.
      While         traditional forms of money would most likely still exist (at least for         some time), these monetary systems may function as standards by which         many alternative systems and economies will interact. This will not always         be true, as it will soon be possible to have systems and economies that         will reach sufficient scope and scale to stand alone.
      Commerce         will never be limited by the monetary system itself as it clearly is now.         This new monetary system will create itself, automatically,         as demand requires and as transactions are made. Thus, the system of measurement         and trade will evolve at the same rate as the market place potential -         it cannot lead or lag the market. It cannot be inflated or depressed by         manipulation. It will measure, account, and trade whatever people can         define and value. Execution will be automated. Many roles now filled by         people and legal instruments will be replaced creating a much more efficient         market.
      In         the future, money will become a direct agent of the real (existing) value         it derives from and can contain within itself ownership, terms of exchange,         as well as, constraints imposed (at the time of the moneys manufacture)         by other stakeholders like insurers, loan makers, various governance agencies.
      In         an object-based system, all of these terms and constraints are built into         the Agents at birth - they become intrinsic to the Agent and         define its scope of behavior and degrees of freedom (including rules for         how these can be changed). A market will exist for both standard and custom         Agents - integrated Teams made up of legal, financial, business, as well         as, specialty members will create these. They will be sold and traded.         Highly automated Agents will facilitate users through the creation process         (like making a will, for example - a will that automatically executes         upon the death of the property holder).
      These         agents will be protectable intellectual property and carry brand and reputation         even persona. A large part of future professional services will         actually be carried out this way. Different Agents and economies         will have different market value and trade accordingly - like         stock and stock markets do today. 
      References
               Coates,           Joseph F., Andy Hines, and John Mahaffie. 1997 2025: Scenarios           of US and Global Society Reshaped by Science and Technology Oakhill           Press
        Kelly,           Kevin 1998 New Rules for the New Economy: 10 Radical Strategies           for a Connected World Viking Press
      
      
      posted         January 16, 1998
      revised         March 23, 1999
       note:         this document is about 80% finished
      Aspects         of the system and method described are Patent Pending.