Difference between revisions of "Fluid participation attributions"

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''Fluid participation attributions'' are affordances, access, claims, permissions, governance capacities, and potential benefits that arise from an agent's validated contributions to an Open Value Network (OVN), and that can change dynamically as the agent's [[contribution]] record and the contribution records of other participants evolve.
−
 
 
−
'''Fluid participation rights''' are rights, access, claims, permissions, governance capacities, and potential benefits that arise from an agent's validated contributions to an [[Open Value Network]] (OVN), and that can change dynamically as the agent's [[contribution]] record and the contribution records of other participants evolve.
 
  
 
The term replaces the earlier expression ''fluid equity'' in the OVN model.
 
The term replaces the earlier expression ''fluid equity'' in the OVN model.
  
−
A related and more precise expression is '''contribution-derived participation''': participation in an OVN that is derived from, and continuously informed by, an agent's validated contributions rather than from the ownership of a fixed quantity of equity or from a passive financial investment.
+
Ather related expressions are: '''contribution-derived participation''', '''access/claims arising from validated contributions''', or '''fluid participation standing'''.
 +
Participation in an OVN that is derived from, and continuously informed by, an agent's validated contributions rather than from the ownership of a fixed quantity of equity or from a passive financial investment.
  
  
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In an OVN, a [[contribution]] is not an investment in a legal entity. It is an [[economic event]] occurring within a collaborative production process. The [[contribution]] may generate access to future [[benefits]], [[governance]] capacities, [[reputation]], resource-use rights, or other forms of participation according to the rules of the particular OVN or [[venture]].
 
In an OVN, a [[contribution]] is not an investment in a legal entity. It is an [[economic event]] occurring within a collaborative production process. The [[contribution]] may generate access to future [[benefits]], [[governance]] capacities, [[reputation]], resource-use rights, or other forms of participation according to the rules of the particular OVN or [[venture]].
  
−
The purpose of ''fluid participation rights'' is therefore not to create a new form of stock. It is to make participation consequential in an open, contribution-based economic system.
+
The purpose of ''Fluid participation attributions'' is therefore not to create a new form of stock. It is to make participation consequential in an open, contribution-based economic system.
 +
 
 +
 
  
 
== Definitions ==
 
== Definitions ==
  
−
=== Fluid participation rights ===
+
=== Fluid participation attributions ===
−
 
 
−
'''Fluid participation rights''' are dynamically determined rights or capacities associated with an agent's participation in an OVN, where the extent or nature of those rights may change as contributions, roles, governance decisions, resources, ventures, and benefit-distribution rules change.
 
  
 +
''Fluid participation attributions'' are dynamically determined rights or capacities associated with an agent's participation in an OVN, where the extent or nature of those rights may change as contributions, roles, governance decisions, resources, ventures, and benefit-distribution rules change.
  
−
Fluid participation rights may include:
+
Fluid participation attributions may include:
 
* access to shared resources;
 
* access to shared resources;
 
* access to infrastructure;
 
* access to infrastructure;
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* recognition or reputation resulting from contributions;
 
* recognition or reputation resulting from contributions;
 
* participation in particular ventures or projects;
 
* participation in particular ventures or projects;
−
* rights to use or [[benefit] from commons;
+
* rights to use or [[benefit]] from shared assets;
 
* rights arising from contribution-derived benefit-distribution mechanisms;
 
* rights arising from contribution-derived benefit-distribution mechanisms;
 
* other context-specific participation rights established by the OVN's [[governance]].
 
* other context-specific participation rights established by the OVN's [[governance]].
  
−
The rights are ''fluid'' because participation in an OVN is not necessarily represented by a fixed ownership percentage.
+
The rights are ''fluid'' because participation in an OVN is not represented by a fixed ownership percentage.
  
 
For example, an [[agent]] may contribute to a [[venture]] today and another agent may contribute tomorrow. The second contribution can change the relative contribution distribution of the venture without transferring property from the first agent to the second.
 
For example, an [[agent]] may contribute to a [[venture]] today and another agent may contribute tomorrow. The second contribution can change the relative contribution distribution of the venture without transferring property from the first agent to the second.
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=== Contribution-derived participation ===
 
=== Contribution-derived participation ===
  
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'''Contribution-derived participation''' is the general principle that an agent's participation rights within an OVN may be derived from the agent's validated [[contributions]].
+
''Contribution-derived participation'' is the general principle that an agent's participation rights within an OVN may be derived from the agent's validated [[contributions]].
  
 
Contribution-derived participation establishes a relationship:
 
Contribution-derived participation establishes a relationship:
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=== Contribution is not the same as investment ===
 
=== Contribution is not the same as investment ===
  
−
The earlier OVN terminology sometimes described [[contributions]] as "investments" and the resulting distribution as "fluid equity". This terminology can be misleading and it has been retired. An investment normally suggests the placement of capital into an enterprise with an expectation of a financial return. In contrast, an OVN contribution can be productive participation in the process itself. An agent may contribute:
+
The earlier OVN terminology sometimes described [[contributions]] as "investments" and the resulting distribution as "fluid equity". This terminology can be misleading and it has been retired. An investment normally suggests the placement of capital into an enterprise with an expectation of a financial return. In contrast, an OVN contribution can be productive participation in the process itself. An agent may contribute: labor or time, knowledge, software, designs, equipment, physical space, materials, infrastructure, social capital, market access, coordination, research, documentation, governance work, financial resources, or other resources.
−
* labor or time;
 
−
* knowledge;
 
−
* software;
 
−
* designs;
 
−
* equipment;
 
−
* physical space;
 
−
* materials;
 
−
* infrastructure;
 
−
* social capital;
 
−
* market access;
 
−
* coordination;
 
−
* research;
 
−
* documentation;
 
−
* governance work;
 
−
* financial resources;
 
−
* or other resources.
 
  
−
Consequently, the fundamental economic relationship is not necessarily: ''investor → enterprise → passive return'' but rather ''agent ↔ contribution ↔ collaborative process ↔ participation ↔ benefits'' This distinction is fundamental to the OVN model.
+
Consequently, the fundamental economic relationship is not: ''investor → enterprise → passive return'' but rather ''agent ↔ contribution ↔ collaborative process ↔ participation ↔ benefits''. This distinction is fundamental to the OVN model.
  
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== Fluid participation rights in the OVN model ==
+
== Fluid participation attributions in the OVN model ==
  
 
The OVN model is based on [[open]] participation, [[peer production]], [[contribution accounting]], [[peer governance]], shared infrastructure, and the distribution of benefits according to rules established by participants. The [[contribution accounting system]] is a system for recording [[contributions]] and relating them to the production and distribution processes of the network. Contributions can occur at the [[venture]], [[network]], and commons levels. A contribution becomes meaningful within the system when it is recognized and validated according to the rules of the relevant context. The [[contribution accounting system]] therefore performs several functions:
 
The OVN model is based on [[open]] participation, [[peer production]], [[contribution accounting]], [[peer governance]], shared infrastructure, and the distribution of benefits according to rules established by participants. The [[contribution accounting system]] is a system for recording [[contributions]] and relating them to the production and distribution processes of the network. Contributions can occur at the [[venture]], [[network]], and commons levels. A contribution becomes meaningful within the system when it is recognized and validated according to the rules of the relevant context. The [[contribution accounting system]] therefore performs several functions:
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# supporting governance and coordination.
 
# supporting governance and coordination.
  
−
''Fluid participation rights'' are therefore an '''output of the organizational system''' rather than a financial instrument issued independently of that system.
+
''Fluid participation attributions'' are therefore an '''output of the organizational system''' rather than a financial instrument issued independently of that system.
  
 
=== Contribution accounting ===
 
=== Contribution accounting ===
  
−
Contribution accounting is central to ''fluid participation rights''. An OVN records contributions because contributions are distributed through time, across agents, resources and processes. Without a persistent record, the network cannot reliably determine how participation relates to previous activity. The contribution record can include:
+
Contribution accounting is central to ''fluid participation attributions''. An OVN records contributions because contributions are distributed through time, across agents, resources and processes. Without a persistent record, the network cannot reliably determine how participation relates to previous activity. The contribution record can include:
 
* who contributed;
 
* who contributed;
 
* what was contributed;
 
* what was contributed;
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=== Benefit redistribution ===
 
=== Benefit redistribution ===
  
−
''Fluid participation rights'' can be used by a [[benefit redistribution algorithm]] (BRA).
+
''Fluid participation attributions'' can be used by a [[benefit redistribution algorithm]] (BRA).
  
−
A BRA may transform validated contribution information into a distribution of benefits. Benefits can include:
+
A BRA may transform validated contribution information into a distribution of benefits. Benefits can include: monetary revenue, access to resources, access to infrastructure, governance rights, recognition, reputation, future participation opportunities, use rights, other forms of benefit defined by the network.
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* monetary revenue;
 
−
* access to resources;
 
−
* access to infrastructure;
 
−
* governance rights;
 
−
* recognition;
 
−
* reputation;
 
−
* future participation opportunities;
 
−
* use rights;
 
−
* other forms of benefit defined by the network.
 
  
 
A [[benefit redistribution algorithm]] therefore does not issue securities. It can instead determine how the results of a collaborative process are distributed among the agents who participated in creating them.
 
A [[benefit redistribution algorithm]] therefore does not issue securities. It can instead determine how the results of a collaborative process are distributed among the agents who participated in creating them.
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== Evolution across OVN generations ==
 
== Evolution across OVN generations ==
  
−
''Fluid participation rights'' should be understood as an evolution of the same underlying principle across successive generations of OVN infrastructure.
+
''Fluid participation attributions'' should be understood as an evolution of the same underlying principle across successive generations of OVN infrastructure.
  
 
=== OVN generation 1: NRP-CAS ===
 
=== OVN generation 1: NRP-CAS ===
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The system recorded contributions made by [[affiliates]] to [[projects]] and [[ventures]].
 
The system recorded contributions made by [[affiliates]] to [[projects]] and [[ventures]].
  
−
Contributions included, among other things:  
+
Contributions included, among other things: time ,financial resources, materials, equipment, physical and virtual space, knowledge, social capital, communication and outreach, infrastructure work.
−
* time;
 
−
* financial resources;
 
−
* materials;
 
−
* equipment;
 
−
* physical and virtual space;
 
−
* knowledge;
 
−
* social capital;
 
−
* communication and outreach;
 
−
* infrastructure work.
 
  
 
The system connected these contributions to ventures and their outputs. The original model used the term ''fluid equity'' for the calculated distribution resulting from contributions. The conceptual structure, however, was already closer to ''contribution-derived participation'' than to conventional corporate equity.
 
The system connected these contributions to ventures and their outputs. The original model used the term ''fluid equity'' for the calculated distribution resulting from contributions. The conceptual structure, however, was already closer to ''contribution-derived participation'' than to conventional corporate equity.
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=== OVN generation 2: network-based contribution accounting ===
 
=== OVN generation 2: network-based contribution accounting ===
  
−
The second generation of the OVN model extended contribution accounting into a broader network infrastructure. The objective was no longer simply to calculate a distribution for an individual [[venture]]. The system also needed to account for contributions made to:
+
The second generation of the OVN model extended contribution accounting into a broader network infrastructure. The objective was no longer simply to calculate a distribution for an individual [[venture]]. The system also needed to account for contributions made to: individual projects, ventures, network infrastructure, shared resources, organizational processes, commons, other networks.
−
* individual projects;
 
−
* ventures;
 
−
* network infrastructure;
 
−
* shared resources;
 
−
* organizational processes;
 
−
* commons;
 
−
* other networks.
 
  
 
This introduced a multi-level contribution structure. A contribution can therefore have:
 
This introduced a multi-level contribution structure. A contribution can therefore have:
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=== General principle ===
 
=== General principle ===
  
−
''Fluid participation rights'' should not be classified as ''securities'' merely because they are:
+
''Fluid participation attributions'' should not be classified as ''securities'' merely because they are:
  
 
* derived from contributions;
 
* derived from contributions;
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−
'''Pacific Coast Coin Exchange v. Ontario Securities Commission''' - In '''Pacific Coast Coin Exchange v. Ontario Securities Commission''', the Supreme Court of Canada considered the meaning of an investment contract. The Court adopted the approach associated with the US [[Howey test]], asking whether the arrangement involved an investment of money in a common enterprise with profits to come from the efforts of others. The Court emphasized the economic reality of the transaction rather than merely its formal structure.
+
'''Pacific Coast Coin Exchange v. Ontario Securities Commission''' - In '''Pacific Coast Coin Exchange v. Ontario Securities Commission''', the Supreme Court of Canada considered the meaning of an investment contract. The Court adopted the approach associated with the US [[Howey test]], asking whether the arrangement involved an investment of money in a common enterprise with profits to come from the efforts of others. The Court emphasized the economic reality of the transaction rather than merely its formal structure. (''Pacific Coast Coin Exchange v. Ontario Securities Commission'', [1978] 2 SCR 112, Supreme Court of Canada.)
−
<ref>''Pacific Coast Coin Exchange v. Ontario Securities Commission'', [1978] 2 SCR 112, Supreme Court of Canada.</ref>
 
 
This precedent is important for OVNs because it cuts in both directions. It means that an OVN cannot avoid securities regulation simply by declaring that something is "not equity". But it also provides an important basis for distinguishing genuine ''contribution-derived participation'' from an investment contract. If the participant is actually contributing productive resources, participating in the venture, exercising governance rights, and helping produce the resulting benefits, the ''"efforts of others"'' component of an investment-contract analysis becomes materially different from a passive investment.
 
This precedent is important for OVNs because it cuts in both directions. It means that an OVN cannot avoid securities regulation simply by declaring that something is "not equity". But it also provides an important basis for distinguishing genuine ''contribution-derived participation'' from an investment contract. If the participant is actually contributing productive resources, participating in the venture, exercising governance rights, and helping produce the resulting benefits, the ''"efforts of others"'' component of an investment-contract analysis becomes materially different from a passive investment.
  
  
 
'''Hogg decision''' - The Ontario Capital Markets Tribunal's decision in '''Re Hogg''' provides another relevant distinction. The Tribunal concluded that tokens themselves were not necessarily investment contracts and emphasized that whether something constitutes an investment contract depends on the relevant facts. The Tribunal also distinguished the underlying token from the contractual or promotional arrangement through which it was offered.  
 
'''Hogg decision''' - The Ontario Capital Markets Tribunal's decision in '''Re Hogg''' provides another relevant distinction. The Tribunal concluded that tokens themselves were not necessarily investment contracts and emphasized that whether something constitutes an investment contract depends on the relevant facts. The Tribunal also distinguished the underlying token from the contractual or promotional arrangement through which it was offered.  
−
<ref>''Re Hogg'', Ontario Capital Markets Tribunal, Reasons and Decision.</ref>
+
(''Re Hogg'', Ontario Capital Markets Tribunal, Reasons and Decision.)
 
This supports an important principle for OVNs: '''A data structure representing participation is not automatically identical to the legal arrangement through which that participation is created or marketed.''' Consequently, an OVN should distinguish:
 
This supports an important principle for OVNs: '''A data structure representing participation is not automatically identical to the legal arrangement through which that participation is created or marketed.''' Consequently, an OVN should distinguish:
 
* the contribution record;
 
* the contribution record;
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This separation is particularly important in Nondominium / [[NDO]].
 
This separation is particularly important in Nondominium / [[NDO]].
 +
  
 
== United States ==
 
== United States ==
  
−
'''Howey and investment contracts''' - US federal securities law uses the concept of an "investment contract". The traditional test derives from '''SEC v. W.J. Howey Co.''' The modern formulation asks whether there is:
+
'''Howey and investment contracts''' - US federal securities law uses the concept of an "investment contract". The traditional test derives from '''SEC v. W.J. Howey Co.'''. The modern formulation asks whether there is:
 
# an investment of money;
 
# an investment of money;
 
# in a common enterprise;
 
# in a common enterprise;
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The test is concerned with the economic reality of the arrangement. The US Securities and Exchange Commission's March 2026 interpretive release concerning crypto assets continues to apply the Howey framework to investment contracts and distinguishes assets from transactions in which an asset is offered or sold as part of an investment contract.
 
The test is concerned with the economic reality of the arrangement. The US Securities and Exchange Commission's March 2026 interpretive release concerning crypto assets continues to apply the Howey framework to investment contracts and distinguishes assets from transactions in which an asset is offered or sold as part of an investment contract.
−
<ref>U.S. Securities and Exchange Commission, ''Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets'', March 17, 2026.</ref>
+
(U.S. Securities and Exchange Commission, ''Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets'', March 17, 2026.)
  
  
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European Union law approaches financial instruments through several overlapping legal regimes, including MiFID II and MiCA.  
 
European Union law approaches financial instruments through several overlapping legal regimes, including MiFID II and MiCA.  
 
MiCA does not apply to crypto-assets that qualify as financial instruments; such instruments remain within the financial-services framework.
 
MiCA does not apply to crypto-assets that qualify as financial instruments; such instruments remain within the financial-services framework.
−
ESMA's guidelines on the qualification of crypto-assets as financial instruments emphasize that classification requires a case-by-case assessment and that the substance and characteristics of the instrument must be considered. <ref>European Securities and Markets Authority (ESMA), ''Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments'', ESMA75453128700-1323.</ref>
+
ESMA's guidelines on the qualification of crypto-assets as financial instruments emphasize that classification requires a case-by-case assessment and that the substance and characteristics of the instrument must be considered. (European Securities and Markets Authority (ESMA), ''Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments'', ESMA75453128700-1323.)
  
  
−
'''Transferability and negotiability''' - EU law places particular importance on whether an instrument constitutes a transferable security negotiable on the capital market. In '''Case C-627/23, Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA''', the Court of Justice of the European Union considered the meaning of securities negotiable on the capital market. The Court adopted a broad interpretation: restrictions on transfer do not necessarily prevent an instrument from being a transferable security if the restrictions do not make capital-market negotiability impossible or extremely difficult. <ref>''Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA'', Case C-627/23, Court of Justice of the European Union, judgment of 9 January 2025.</ref>
+
'''Transferability and negotiability''' - EU law places particular importance on whether an instrument constitutes a transferable security negotiable on the capital market. In '''Case C-627/23, Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA''', the Court of Justice of the European Union considered the meaning of securities negotiable on the capital market. The Court adopted a broad interpretation: restrictions on transfer do not necessarily prevent an instrument from being a transferable security if the restrictions do not make capital-market negotiability impossible or extremely difficult. (''Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA'', Case C-627/23, Court of Justice of the European Union, judgment of 9 January 2025.)
  
 
This precedent is particularly important for OVNs. It means that '''non-transferability should not be treated as an absolute legal safe harbour'''. Instead, the design of participation rights should consider:
 
This precedent is particularly important for OVNs. It means that '''non-transferability should not be treated as an absolute legal safe harbour'''. Instead, the design of participation rights should consider:
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== The strongest legal theory ==
 
== The strongest legal theory ==
  
−
The strongest argument is therefore not: ''"Fluid participation rights cannot be securities because they are called participation rights."'' Nor is it: ''"OVNs are open organizations, therefore securities law does not apply."'' Those arguments are too weak.  
+
The strongest argument is therefore not: ''"Fluid participation attributions cannot be securities because they are called participation rights."'' Nor is it: ''"OVNs are open organizations, therefore securities law does not apply."'' Those arguments are too weak.  
  
 
The stronger argument is: '''A properly implemented contribution-derived participation right is not a security because it represents a dynamically generated participation relationship within a productive peer network rather than a passive financial investment or transferable financial claim.'''
 
The stronger argument is: '''A properly implemented contribution-derived participation right is not a security because it represents a dynamically generated participation relationship within a productive peer network rather than a passive financial investment or transferable financial claim.'''
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* network structures change.
 
* network structures change.
  
−
''Fluid participation rights'' therefore describe the evolving topology of participation. They are not fixed property claims.
+
''Fluid participation attributions'' therefore describe the evolving topology of participation. They are not fixed property claims.
  
 
== Separation of layers ==
 
== Separation of layers ==
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For legal and architectural clarity, an OVN should separate at least three layers.
 
For legal and architectural clarity, an OVN should separate at least three layers.
  
−
* Layer 1: Contribution record The system records: ''Agent → Contribution → Context → Validation''. This is primarily an economic-information function.
+
* '''Contribution record''' - The system records: ''Agent → Contribution → Context → Validation''. This is primarily an economic-information function.
−
* Layer 2: Participation state - The network derives: ''Validated contributions -> Participation state -> Access / governance / benefits''. This is primarily an organizational and governance function.
+
* '''Participation state''' - The network derives: ''Validated contributions -> Participation state -> Access / governance / benefits''. This is primarily an organizational and governance function.
−
* Layer 3: Financial claims - A separate layer may create: Financial contract -> Monetary claim -> Future payment obligation -> Transferability / investment market. This layer is materially more likely to invoke securities, investment, lending, partnership, tax, or other financial regulation.
+
* '''Financial claims''' - A separate layer may create: ''Financial contract -> Monetary claim -> Future payment obligation -> Transferability / investment market''. This layer is materially more likely to invoke securities, investment, lending, partnership, tax, or other financial regulation.
  
 
The architecture should therefore avoid confusing Layer 2 with Layer 3. An OVN can use contribution-derived participation without necessarily creating financial securities.
 
The architecture should therefore avoid confusing Layer 2 with Layer 3. An OVN can use contribution-derived participation without necessarily creating financial securities.
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−
'''The label does not determine the legal classification''' - Calling something "fluid participation rights" does not prevent a regulator or court from finding that it is a security. Economic substance remains decisive.
+
'''The label does not determine the legal classification''' - Calling something "fluid participation attributions" does not prevent a regulator or court from finding that it is a security. Economic substance remains decisive.
  
 
'''Cash contributions can increase regulatory risk''' - A contribution made exclusively in money, particularly where the contributor is passive and expects financial profit, can look more like an investment. The presence of non-financial contributions does not automatically eliminate this risk.
 
'''Cash contributions can increase regulatory risk''' - A contribution made exclusively in money, particularly where the contributor is passive and expects financial profit, can look more like an investment. The presence of non-financial contributions does not automatically eliminate this risk.
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The retirement of the expression ''fluid equity'' represents a conceptual clarification of the OVN model. The earlier terminology emerged from an attempt to describe how contribution accounting could distribute future benefits. However, the word "equity" carries strong associations with corporate ownership, shares, securities, capital markets, investor rights, valuation, financial appreciation, and secondary trading. These associations can obscure the more fundamental OVN concept. The underlying idea is not ''"How much of the company does each person own?"'' but ''"How does each participant's contribution affect their participation in the evolving network?"''. The second question is closer to the actual architecture of an OVN. For this reason, the preferred terminology is now:  
 
The retirement of the expression ''fluid equity'' represents a conceptual clarification of the OVN model. The earlier terminology emerged from an attempt to describe how contribution accounting could distribute future benefits. However, the word "equity" carries strong associations with corporate ownership, shares, securities, capital markets, investor rights, valuation, financial appreciation, and secondary trading. These associations can obscure the more fundamental OVN concept. The underlying idea is not ''"How much of the company does each person own?"'' but ''"How does each participant's contribution affect their participation in the evolving network?"''. The second question is closer to the actual architecture of an OVN. For this reason, the preferred terminology is now:  
−
* '''fluid participation rights''' — the resulting dynamic rights and capacities;
+
* '''fluid participation attributions''' — the resulting dynamic rights and capacities;
 
* '''contribution-derived participation''' — the principle by which participation is derived from contributions;
 
* '''contribution-derived participation''' — the principle by which participation is derived from contributions;
 
* '''contribution accounting''' — the system that records and evaluates contributions;
 
* '''contribution accounting''' — the system that records and evaluates contributions;
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== Summary ==
 
== Summary ==
  
−
''Fluid participation rights'' are a mechanism for connecting contribution to participation in an open peer-production network. They are not inherently shares, stocks, securities, or investment contracts. Their distinguishing characteristics are:
+
''Fluid participation attributions'' are a mechanism for connecting contribution to participation in an open peer-production network. They are not inherently shares, stocks, securities, or investment contracts. Their distinguishing characteristics are:
 
* they arise from participation and contribution;
 
* they arise from participation and contribution;
 
* they are dynamically calculated;
 
* they are dynamically calculated;
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The strongest legal position is therefore not that OVNs are categorically outside securities law. Rather, it is that '''genuine contribution-derived participation represents a different economic relationship from passive financial investment''', and should be analyzed according to its actual structure and economic reality.
 
The strongest legal position is therefore not that OVNs are categorically outside securities law. Rather, it is that '''genuine contribution-derived participation represents a different economic relationship from passive financial investment''', and should be analyzed according to its actual structure and economic reality.
  
−
Where an OVN maintains that distinction in practice, ''fluid participation rights'' provide a conceptual and architectural framework for linking [[contribution]], [[governance]], [[resource]] access and [[benefit redistribution]] without turning every participation relationship into a conventional equity instrument.
+
Where an OVN maintains that distinction in practice, ''fluid participation attributions'' provide a conceptual and architectural framework for linking [[contribution]], [[governance]], [[resource]] access and [[benefit redistribution]] without turning every participation relationship into a conventional equity instrument.
  
 
Where an implementation introduces transferable financial claims, passive investors, promised profits, speculative markets or investment-oriented promotion, the distinction becomes weaker and conventional securities or financial-regulatory analysis may apply.
 
Where an implementation introduces transferable financial claims, passive investors, promised profits, speculative markets or investment-oriented promotion, the distinction becomes weaker and conventional securities or financial-regulatory analysis may apply.
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== References ==
 
== References ==
  
−
<references />
+
* ''Pacific Coast Coin Exchange v. Ontario Securities Commission'', [1978] 2 SCR 112, Supreme Court of Canada.
−
 
 
−
* ''Pacific Coast Coin Exchange v. Ontario Securities Commission'', Supreme Court of Canada, [1978] 2 SCR 112.
 
 
* ''Re Hogg'', Ontario Capital Markets Tribunal, Reasons and Decision.
 
* ''Re Hogg'', Ontario Capital Markets Tribunal, Reasons and Decision.
 
* ''SEC v. W.J. Howey Co.'', 328 U.S. 293 (1946).
 
* ''SEC v. W.J. Howey Co.'', 328 U.S. 293 (1946).
−
* U.S. Securities and Exchange Commission, ''Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets'', Interpretive Release, March 17, 2026.
+
* U.S. Securities and Exchange Commission, ''Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets'', March 17, 2026.
−
* European Securities and Markets Authority (ESMA), ''Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments'', ESMA75453128700-1323.
+
* European Securities and Markets Authority (ESMA), ''Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments'', ESMA75453128700-1323.    
 
* ''Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA'', Case C-627/23, Court of Justice of the European Union, judgment of 9 January 2025.
 
* ''Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA'', Case C-627/23, Court of Justice of the European Union, judgment of 9 January 2025.
 
* [[Contribution]]
 
* [[Contribution]]
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* [[Economic model]]
 
* [[Economic model]]
 
* [[Nondominium]]
 
* [[Nondominium]]
 +
 +
 +
=Historical note=
 +
On 16 of Sept 2026 Tibi proposed to retire the expression "fluid equity" from the OVN vocabulary, because the term "equity" was semantically charged and prevented people to fully consider the OVN reality as a contributory / participatory production model, where ''contributions'' (even financial) are not ''investment'', ''benefits'' are not ''profits'' and ''fluid equity'' is not a ''security''.  He introduced the term ''fluid participation rights'', which only survived a few hours, until Matthew proposed to replace "rights" with "attributions".
 +
Matthew's argument: there's a tension that exists between where a person's ''rights'' end (property), and where a ''true commons'' needs to begin (vs Land):  so fluid (meaning that whatever value flows) to attribution (to whom and at what allocation should it flow to..)  it's a relational ontology. That doesn't collapse to a number, keeping settlement (a payout) as an act of governance. 
 +
Tibi added to argument that "rights" is also semantically charged and in the legal-positivist and some conventionalist views "right" does imply a sovereign or a higher authority, which is not compatible with the p2p view.

Latest revision as of 07:27, 17 September 2026

Fluid participation attributions are affordances, access, claims, permissions, governance capacities, and potential benefits that arise from an agent's validated contributions to an Open Value Network (OVN), and that can change dynamically as the agent's contribution record and the contribution records of other participants evolve.

The term replaces the earlier expression fluid equity in the OVN model.

Ather related expressions are: contribution-derived participation, access/claims arising from validated contributions, or fluid participation standing. Participation in an OVN that is derived from, and continuously informed by, an agent's validated contributions rather than from the ownership of a fixed quantity of equity or from a passive financial investment.


The distinction is important both economically and legally.

In an OVN, a contribution is not an investment in a legal entity. It is an economic event occurring within a collaborative production process. The contribution may generate access to future benefits, governance capacities, reputation, resource-use rights, or other forms of participation according to the rules of the particular OVN or venture.

The purpose of Fluid participation attributions is therefore not to create a new form of stock. It is to make participation consequential in an open, contribution-based economic system.


Definitions

Fluid participation attributions

Fluid participation attributions are dynamically determined rights or capacities associated with an agent's participation in an OVN, where the extent or nature of those rights may change as contributions, roles, governance decisions, resources, ventures, and benefit-distribution rules change.

Fluid participation attributions may include:

  • access to shared resources;
  • access to infrastructure;
  • participation in governance;
  • eligibility to perform particular roles;
  • eligibility to receive distributions or other benefits;
  • recognition or reputation resulting from contributions;
  • participation in particular ventures or projects;
  • rights to use or benefit from shared assets;
  • rights arising from contribution-derived benefit-distribution mechanisms;
  • other context-specific participation rights established by the OVN's governance.

The rights are fluid because participation in an OVN is not represented by a fixed ownership percentage.

For example, an agent may contribute to a venture today and another agent may contribute tomorrow. The second contribution can change the relative contribution distribution of the venture without transferring property from the first agent to the second.

Thus, the contribution distribution is a dynamic representation of participation in an evolving production process.

Contribution-derived participation

Contribution-derived participation is the general principle that an agent's participation rights within an OVN may be derived from the agent's validated contributions.

Contribution-derived participation establishes a relationship:

contribution
      ↓
validation
      ↓
contribution accounting
      ↓
participation state
      ↓
rights / access / benefits / governance

The important distinction is between contribution and ownership.

A contribution is an economic event recorded in the context of a process, project, venture, network, or commons. It can consist of time, knowledge, materials, equipment, money, infrastructure, social capital, access, coordination, development, maintenance, communication, or other resources that contribute to a production process.

The resulting participation rights are consequences of that contribution within the governance system. They are not property rights in an incorporated company.

Contribution is not the same as investment

The earlier OVN terminology sometimes described contributions as "investments" and the resulting distribution as "fluid equity". This terminology can be misleading and it has been retired. An investment normally suggests the placement of capital into an enterprise with an expectation of a financial return. In contrast, an OVN contribution can be productive participation in the process itself. An agent may contribute: labor or time, knowledge, software, designs, equipment, physical space, materials, infrastructure, social capital, market access, coordination, research, documentation, governance work, financial resources, or other resources.

Consequently, the fundamental economic relationship is not: investor → enterprise → passive return but rather agent ↔ contribution ↔ collaborative process ↔ participation ↔ benefits. This distinction is fundamental to the OVN model.

Fluid participation attributions in the OVN model

The OVN model is based on open participation, peer production, contribution accounting, peer governance, shared infrastructure, and the distribution of benefits according to rules established by participants. The contribution accounting system is a system for recording contributions and relating them to the production and distribution processes of the network. Contributions can occur at the venture, network, and commons levels. A contribution becomes meaningful within the system when it is recognized and validated according to the rules of the relevant context. The contribution accounting system therefore performs several functions:

  1. recording economic events;
  2. establishing provenance;
  3. associating contributions with processes, resources, projects and ventures;
  4. evaluating or validating contributions;
  5. determining participation states;
  6. providing information for benefit redistribution;
  7. supporting governance and coordination.

Fluid participation attributions are therefore an output of the organizational system rather than a financial instrument issued independently of that system.

Contribution accounting

Contribution accounting is central to fluid participation attributions. An OVN records contributions because contributions are distributed through time, across agents, resources and processes. Without a persistent record, the network cannot reliably determine how participation relates to previous activity. The contribution record can include:

  • who contributed;
  • what was contributed;
  • when it was contributed;
  • in which context;
  • to which process, resource, project or venture;
  • the quantity and characteristics of the contribution;
  • evidence supporting the contribution;
  • its validation status;
  • its relationship to subsequent processes and resources.

The OVN Contribution page describes a contribution as an addition to a value stream and distinguishes contribution from mere participation or attention. The system therefore does not simply count activity. It establishes claims about contributions and subjects those claims to validation.

Benefit redistribution

Fluid participation attributions can be used by a benefit redistribution algorithm (BRA).

A BRA may transform validated contribution information into a distribution of benefits. Benefits can include: monetary revenue, access to resources, access to infrastructure, governance rights, recognition, reputation, future participation opportunities, use rights, other forms of benefit defined by the network.

A benefit redistribution algorithm therefore does not issue securities. It can instead determine how the results of a collaborative process are distributed among the agents who participated in creating them.

Evolution across OVN generations

Fluid participation attributions should be understood as an evolution of the same underlying principle across successive generations of OVN infrastructure.

OVN generation 1: NRP-CAS

The first generation of the OVN model was implemented through the Network Resource Planning / Contribution Accounting System (NRP-CAS).

The system recorded contributions made by affiliates to projects and ventures.

Contributions included, among other things: time ,financial resources, materials, equipment, physical and virtual space, knowledge, social capital, communication and outreach, infrastructure work.

The system connected these contributions to ventures and their outputs. The original model used the term fluid equity for the calculated distribution resulting from contributions. The conceptual structure, however, was already closer to contribution-derived participation than to conventional corporate equity.

The NRP-CAS did not represent a fixed number of shares issued by a corporation. Instead, it maintained a record of contributions and used that information to calculate distributions associated with collaborative production.

The generation-1 architecture can therefore be summarized as:

Agent
  ↓
Contribution log
  ↓
Contribution evaluation
  ↓
Contribution accounting
  ↓
Benefit redistribution
  ↓
Fluid participation

OVN generation 2: network-based contribution accounting

The second generation of the OVN model extended contribution accounting into a broader network infrastructure. The objective was no longer simply to calculate a distribution for an individual venture. The system also needed to account for contributions made to: individual projects, ventures, network infrastructure, shared resources, organizational processes, commons, other networks.

This introduced a multi-level contribution structure. A contribution can therefore have:

  • venture-level scope;
  • network-level scope;
  • commons-level scope.

The participation consequences of a contribution depend on the context in which the contribution occurs. For example, contributing a tool to a venture can generate a venture-level participation consequence. Contributing infrastructure that is used by many ventures can generate network-level consequences. Contributing an open standard or shared knowledge can generate commons-level consequences.

The conceptual structure became:

             ┌── venture
             │
Agent → contribution → network → participation
             │
             └── commons

This is significantly different from the structure of a conventional corporation in which ownership is normally represented through a relatively stable legal instrument.

OVN generation 3: Nondominium-based OVN

The third generation of OVN infrastructure is being developed around Nondominium, see NDO. Nondominium uses:

  • REA;
  • Valueflows;
  • hREA;
  • Holochain;
  • agent-centric identity;
  • distributed data;
  • embedded governance;
  • contribution and participation records;
  • resource provenance;
  • peer validation.

Nondominium is designed as distributed infrastructure for resources and economic processes rather than as a centralized corporate database. In this architecture, contribution-derived participation becomes a native property of the network's information and governance layer.

The conceptual structure becomes:

Agent
  │
  ├── contribution
  │
  ├── role
  │
  ├── participation
  │
  └── economic events
          │
          ▼
     Valueflows / REA
          │
          ▼
     Nondominium
          │
          ├── resource state
          ├── provenance
          ├── governance
          ├── validation
          ├── participation state
          └── benefit rules

Nondominium's governance-as-operator architecture is particularly relevant. Data describing resources and economic events can be separated from the rules that determine whether a proposed state transition is valid. This makes it possible for different OVNs and different contexts to implement different participation rules over a common economic information infrastructure.

The result is not a universal "equity token". Instead, Nondominium can provide infrastructure from which context-specific participation relationships can emerge.

Legal theory

General principle

Fluid participation attributions should not be classified as securities merely because they are:

  • derived from contributions;
  • recorded digitally;
  • calculated algorithmically;
  • associated with future benefits;
  • represented as percentages;
  • recorded on distributed infrastructure;
  • transferable in the abstract;
  • or described using economic terminology.

At the same time, calling something a "participation right" does not prevent it from being classified as a security. Securities regulation generally looks to the substance and economic reality of an arrangement rather than merely to the name assigned to it. The legal position advanced by the OVN model is therefore:

Contribution-derived participation is fundamentally different from a passive financial investment when participation results from genuine participation in a productive network and does not constitute a transferable financial claim marketed as an investment for profit derived primarily from the efforts of others.

This is a legal theory based on the economic structure of the OVN, not an assertion that an OVN is automatically exempt from securities law.

The relevant distinction

The important distinction is between:

CONTRIBUTION-DERIVED PARTICIPATION

agent
  ↓
productive contribution
  ↓
validation
  ↓
participation
  ↓
contextual benefits

and:

FINANCIAL INVESTMENT

investor
  ↓
investment of capital
  ↓
financial instrument
  ↓
enterprise managed by others
  ↓
expectation of profit

The first structure is characteristic of peer production. The second structure is characteristic of many conventional investment arrangements. The legal question is therefore whether the actual economic relationship represented by the particular implementation corresponds to the second structure.

Canada

Canadian securities law is primarily provincial and territorial, and the precise analysis depends on the jurisdiction and facts. Canadian courts have nevertheless adopted a substance-oriented approach to determining whether an arrangement constitutes an investment contract.


Pacific Coast Coin Exchange v. Ontario Securities Commission - In Pacific Coast Coin Exchange v. Ontario Securities Commission, the Supreme Court of Canada considered the meaning of an investment contract. The Court adopted the approach associated with the US Howey test, asking whether the arrangement involved an investment of money in a common enterprise with profits to come from the efforts of others. The Court emphasized the economic reality of the transaction rather than merely its formal structure. (Pacific Coast Coin Exchange v. Ontario Securities Commission, [1978] 2 SCR 112, Supreme Court of Canada.) This precedent is important for OVNs because it cuts in both directions. It means that an OVN cannot avoid securities regulation simply by declaring that something is "not equity". But it also provides an important basis for distinguishing genuine contribution-derived participation from an investment contract. If the participant is actually contributing productive resources, participating in the venture, exercising governance rights, and helping produce the resulting benefits, the "efforts of others" component of an investment-contract analysis becomes materially different from a passive investment.


Hogg decision - The Ontario Capital Markets Tribunal's decision in Re Hogg provides another relevant distinction. The Tribunal concluded that tokens themselves were not necessarily investment contracts and emphasized that whether something constitutes an investment contract depends on the relevant facts. The Tribunal also distinguished the underlying token from the contractual or promotional arrangement through which it was offered. (Re Hogg, Ontario Capital Markets Tribunal, Reasons and Decision.) This supports an important principle for OVNs: A data structure representing participation is not automatically identical to the legal arrangement through which that participation is created or marketed. Consequently, an OVN should distinguish:

  • the contribution record;
  • the participation state;
  • the governance rules;
  • any benefit-distribution mechanism;
  • and any separate financial contract.

This separation is particularly important in Nondominium / NDO.


United States

Howey and investment contracts - US federal securities law uses the concept of an "investment contract". The traditional test derives from SEC v. W.J. Howey Co.. The modern formulation asks whether there is:

  1. an investment of money;
  2. in a common enterprise;
  3. with a reasonable expectation of profits;
  4. to be derived from the essential managerial efforts of others.

The test is concerned with the economic reality of the arrangement. The US Securities and Exchange Commission's March 2026 interpretive release concerning crypto assets continues to apply the Howey framework to investment contracts and distinguishes assets from transactions in which an asset is offered or sold as part of an investment contract. (U.S. Securities and Exchange Commission, Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets, March 17, 2026.)


Application to contribution-derived participation - The OVN structure can differ from an investment contract in several important respects.

  1. The participant is a contributor - The participant is not necessarily a passive investor. The participant can provide: labor, knowledge, capital, equipment, materials, infrastructure, relationships, coordination, governance, or other productive resources. The participant therefore contributes directly to the productive process from which the eventual benefits emerge.
  2. The participant can participate in the essential efforts - The participant may itself perform the productive, organizational and governance activities that create the benefits. This differs from a structure in which investors provide capital while relying primarily on the managerial efforts of a promoter or enterprise.
  3. There is no necessary promise of profit - A contribution-derived participation right does not inherently promise a financial return. A contribution may result in: access, use rights, governance, reputation, future opportunities, resource sharing, social benefits, commons benefits, revenue distributions, or no monetary benefit at all. The existence of a possible future benefit is not equivalent to a promise of profit.
  4. Participation is endogenous to the production process - The participation state is generated from the network's own economic activity. The network does not sell a pre-existing financial instrument to an investor. Instead: 'activity → contribution → validation → participation. This is structurally different from: sale of financial instrument → investment → expectation of profit
  5. Contribution distribution is not necessarily ownership - A percentage produced by a contribution accounting system does not represent ownership of the venture, no one owns an open venture. It may instead represent a temporary or contextual parameter used to determine how a particular category of benefits is distributed.

This distinction should be made explicit in OVN implementations.

European Union

European Union law approaches financial instruments through several overlapping legal regimes, including MiFID II and MiCA. MiCA does not apply to crypto-assets that qualify as financial instruments; such instruments remain within the financial-services framework. ESMA's guidelines on the qualification of crypto-assets as financial instruments emphasize that classification requires a case-by-case assessment and that the substance and characteristics of the instrument must be considered. (European Securities and Markets Authority (ESMA), Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments, ESMA75453128700-1323.)


Transferability and negotiability - EU law places particular importance on whether an instrument constitutes a transferable security negotiable on the capital market. In Case C-627/23, Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA, the Court of Justice of the European Union considered the meaning of securities negotiable on the capital market. The Court adopted a broad interpretation: restrictions on transfer do not necessarily prevent an instrument from being a transferable security if the restrictions do not make capital-market negotiability impossible or extremely difficult. (Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA, Case C-627/23, Court of Justice of the European Union, judgment of 9 January 2025.)

This precedent is particularly important for OVNs. It means that non-transferability should not be treated as an absolute legal safe harbour. Instead, the design of participation rights should consider:

  • whether the right is legally transferable;
  • whether it can be sold;
  • whether it is intended to be traded;
  • whether it represents an investment claim;
  • whether it can be offered to investors;
  • whether a market exists or is expected to develop around it;
  • and whether holders acquire it primarily for participation or for financial speculation.

Why contribution-derived participation is structurally different from a security

The OVN legal theory can be summarized through the following distinctions.

Dimension Contribution-derived participation Typical investment security
Origin Productive contribution or participation Investment transaction
Participant Contributor / producer / peer Investor
Relationship to production Participant contributes to production Investor may depend primarily on others
Primary purpose Participation in a productive network Investment and financial return
Return May be monetary, material, social, governance-related, or none Generally a financial return or financial claim
Governance Participant may directly participate Investor may have limited or no operational participation
Accounting basis Contributions and participation Capital invested / ownership interest / financial claim
Transferability Not inherently required Often an important characteristic
Secondary market Not inherently required Frequently central to financial instruments
Valuation Contextual and contribution-dependent Often linked to market or financial valuation
Legal relationship Participation in a network or collaborative process Financial claim or investment contract

The table describes the intended architecture of contribution-derived participation. It does not determine the legal classification of a particular implementation.

The strongest legal theory

The strongest argument is therefore not: "Fluid participation attributions cannot be securities because they are called participation rights." Nor is it: "OVNs are open organizations, therefore securities law does not apply." Those arguments are too weak.

The stronger argument is: A properly implemented contribution-derived participation right is not a security because it represents a dynamically generated participation relationship within a productive peer network rather than a passive financial investment or transferable financial claim.


The argument has several components.

  1. The right is generated by contribution - The participant earns participation through activity or resource contribution. The contribution can be validated independently of any promise of financial return.
  2. Participation and production are connected - The participant is part of the productive process. The economic relationship is therefore closer to co-production than to passive investment.
  3. Benefits are contingent - A participation right does not necessarily guarantee a return. Benefits depend on the actual operation of the venture, network, commons, governance rules and redistribution mechanisms.
  4. The right is contextual - A participation right can be specific to: a venture, a project,a resource, a network, a commons, a role, or a particular process. It therefore need not represent a general claim on an enterprise.
  5. Participation can include obligations as well as rights - Participation may involve: responsibilities, governance obligations, contribution requirements, stewardship duties, reputation requirements, compliance with network rules, resource-sharing obligations. This reinforces the interpretation of participation as a relational organizational status rather than a passive financial asset.
  6. Contribution accounting is not a securities market - A contribution ledger records economic events. It does not necessarily create a market in financial instruments. A contribution record can exist without: issuance, sale, investment solicitation, secondary trading, speculation, guaranteed yield, or a claim against a legal issuer.
  7. Dynamic percentages are not necessarily ownership percentages - The fact that a contribution accounting system calculates a percentage does not make that percentage an equity share. For example, a venture can use a contribution distribution Lynn: 40%, Bob: 35%, Carol: 25% to determine how a particular category of benefits is distributed. If Bob subsequently makes additional validated contributions, the distribution may change. The percentages therefore describe a dynamic contribution relationship rather than necessarily representing ownership of an enterprise.

Fluidity as a fundamental property

Fluidity is important because an OVN is an evolving system. In a conventional corporation, ownership is generally represented through relatively stable legal instruments. In an OVN, participation can change continuously as:

  • new agents contribute;
  • existing agents stop contributing;
  • resources move between ventures;
  • new ventures emerge;
  • projects terminate;
  • governance rules evolve;
  • contributions are validated or rejected;
  • benefits are redistributed;
  • resources enter or leave commons;
  • network structures change.

Fluid participation attributions therefore describe the evolving topology of participation. They are not fixed property claims.

Separation of layers

For legal and architectural clarity, an OVN should separate at least three layers.

  • Contribution record - The system records: Agent → Contribution → Context → Validation. This is primarily an economic-information function.
  • Participation state - The network derives: Validated contributions -> Participation state -> Access / governance / benefits. This is primarily an organizational and governance function.
  • Financial claims - A separate layer may create: Financial contract -> Monetary claim -> Future payment obligation -> Transferability / investment market. This layer is materially more likely to invoke securities, investment, lending, partnership, tax, or other financial regulation.

The architecture should therefore avoid confusing Layer 2 with Layer 3. An OVN can use contribution-derived participation without necessarily creating financial securities.

Caveats

The preceding theory has important limitations.


The label does not determine the legal classification - Calling something "fluid participation attributions" does not prevent a regulator or court from finding that it is a security. Economic substance remains decisive.

Cash contributions can increase regulatory risk - A contribution made exclusively in money, particularly where the contributor is passive and expects financial profit, can look more like an investment. The presence of non-financial contributions does not automatically eliminate this risk.

Promised financial returns increase risk - The more an OVN promises: guaranteed returns, appreciation, dividends, interest, profit, repayment, or a predictable financial yield, the more the arrangement begins to resemble a financial investment.

Transferability increases risk - A participation right that can be freely bought and sold independently of participation is materially different from a participation right that exists only as part of an ongoing relationship with the network. Transferability is therefore a major design consideration.

Secondary markets increase risk substantially - A system deliberately designed to allow participants to sell participation rights to outside investors creates a substantially stronger argument that the rights function as financial instruments. The distinction becomes especially difficult when:

  • buyers are not contributors;
  • sellers have no continuing participation;
  • prices are established by a market;
  • the rights are advertised as appreciating assets;
  • and participants purchase them primarily for financial gain.

Investment-oriented marketing increases risk - Statements such as:

  • "invest now";
  • "your share will appreciate";
  • "earn passive income";
  • "get a percentage of the company";
  • "buy early and profit later";

can materially affect the legal analysis. The representations surrounding a transaction can be relevant to determining the economic reality and reasonable expectations of participants.

Legal entities can change the analysis - If an OVN operates through a corporation, partnership, cooperative, trust, foundation, or other legal entity, the rights created by that entity may have legal characteristics independent of the OVN protocol. The OVN information layer and the legal entity should therefore be treated as distinct layers.

Jurisdiction matters

Canada, the United States and the European Union do not use identical securities laws. Within Canada, securities regulation is primarily provincial and territorial. Within the European Union, Member State law interacts with EU financial-services legislation. The legal classification of a particular implementation therefore requires analysis of the jurisdiction, participants, contractual arrangements, representations, governance structure, transferability and economic reality.

Facts matter

No architecture can guarantee that a particular implementation will be classified outside securities regulation. The purpose of the OVN legal theory is to identify the structural characteristics that distinguish genuine contribution-derived participation from passive investment.

Design principles for OVNs

The following principles reduce the risk that contribution-derived participation will be interpreted as an investment security.

  1. Record contributions rather than selling equity.
  2. Make contribution accounting transparent.
  3. Separate contribution records from financial claims.
  4. Make participation consequential in the actual operation of the network.
  5. Give contributors genuine opportunities to participate in governance and production.
  6. Avoid promises of guaranteed financial returns.
  7. Avoid investment-oriented marketing.
  8. Avoid unnecessary transferability of native participation rights.
  9. Avoid protocol-native speculative secondary markets.
  10. Keep contribution-derived participation contextual rather than representing it as ownership of a corporation.
  11. Document the relationship between contributions, governance and benefits.
  12. Use jurisdiction-specific legal wrappers where a regulated financial relationship is intentionally created.

These principles do not constitute a legal exemption. They are architectural principles intended to preserve the economic distinction between peer participation and passive investment.

Nondominium and the separation of participation from financial instruments

Nondominium provides an architectural environment in which the distinction between contribution, participation and financial claims can be made explicit. The underlying information model can record agents, resources, economic events, contributions, governance rules and participation states without requiring every participation relationship to become a financial token. This allows a Nondominium-based OVN to implement:

Economic event
      ↓
Contribution record
      ↓
Validation
      ↓
Contribution accounting
      ↓
Participation state
      ↓
Governance / access / benefits

A separate legal or financial layer can be introduced when required:

Participation state
      │
      ├── governance rights
      ├── resource-use rights
      ├── benefit rights
      └── optional legal/financial contract

This separation is important. The Nondominium protocol can provide infrastructure for documenting and coordinating participation without itself needing to issue a universal financial instrument representing "equity".

From equity accounting to participation accounting

The retirement of the expression fluid equity represents a conceptual clarification of the OVN model. The earlier terminology emerged from an attempt to describe how contribution accounting could distribute future benefits. However, the word "equity" carries strong associations with corporate ownership, shares, securities, capital markets, investor rights, valuation, financial appreciation, and secondary trading. These associations can obscure the more fundamental OVN concept. The underlying idea is not "How much of the company does each person own?" but "How does each participant's contribution affect their participation in the evolving network?". The second question is closer to the actual architecture of an OVN. For this reason, the preferred terminology is now:

  • fluid participation attributions — the resulting dynamic rights and capacities;
  • contribution-derived participation — the principle by which participation is derived from contributions;
  • contribution accounting — the system that records and evaluates contributions;
  • benefit redistribution — the mechanisms through which benefits are distributed.

Summary

Fluid participation attributions are a mechanism for connecting contribution to participation in an open peer-production network. They are not inherently shares, stocks, securities, or investment contracts. Their distinguishing characteristics are:

  • they arise from participation and contribution;
  • they are dynamically calculated;
  • they can be contextual;
  • they can involve both rights and responsibilities;
  • they can govern access, resources, governance and benefits;
  • they do not inherently promise financial returns;
  • they do not inherently require transferability;
  • they do not inherently create a secondary market;
  • and they can exist without creating a financial claim against an issuer.

The strongest legal position is therefore not that OVNs are categorically outside securities law. Rather, it is that genuine contribution-derived participation represents a different economic relationship from passive financial investment, and should be analyzed according to its actual structure and economic reality.

Where an OVN maintains that distinction in practice, fluid participation attributions provide a conceptual and architectural framework for linking contribution, governance, resource access and benefit redistribution without turning every participation relationship into a conventional equity instrument.

Where an implementation introduces transferable financial claims, passive investors, promised profits, speculative markets or investment-oriented promotion, the distinction becomes weaker and conventional securities or financial-regulatory analysis may apply.

References

  • Pacific Coast Coin Exchange v. Ontario Securities Commission, [1978] 2 SCR 112, Supreme Court of Canada.
  • Re Hogg, Ontario Capital Markets Tribunal, Reasons and Decision.
  • SEC v. W.J. Howey Co., 328 U.S. 293 (1946).
  • U.S. Securities and Exchange Commission, Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets, March 17, 2026.
  • European Securities and Markets Authority (ESMA), Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments, ESMA75453128700-1323.
  • Commune de Schaerbeek and Commune de Linkebeek v Holding Communal SA, Case C-627/23, Court of Justice of the European Union, judgment of 9 January 2025.
  • Contribution
  • Contribution Accounting System
  • NRP-CAS
  • Organizational structure
  • What is an open value network?
  • Economic model
  • Nondominium


Historical note

On 16 of Sept 2026 Tibi proposed to retire the expression "fluid equity" from the OVN vocabulary, because the term "equity" was semantically charged and prevented people to fully consider the OVN reality as a contributory / participatory production model, where contributions (even financial) are not investment, benefits are not profits and fluid equity is not a security. He introduced the term fluid participation rights, which only survived a few hours, until Matthew proposed to replace "rights" with "attributions". Matthew's argument: there's a tension that exists between where a person's rights end (property), and where a true commons needs to begin (vs Land): so fluid (meaning that whatever value flows) to attribution (to whom and at what allocation should it flow to..) it's a relational ontology. That doesn't collapse to a number, keeping settlement (a payout) as an act of governance. Tibi added to argument that "rights" is also semantically charged and in the legal-positivist and some conventionalist views "right" does imply a sovereign or a higher authority, which is not compatible with the p2p view.