Hyperfunding: Regulating Financial Innovation

68 Pages Posted: 19 Jun 2017 Last revised: 11 Jun 2018

See all articles by Seth Oranburg

Seth Oranburg

Duquesne University - School of Law

Date Written: June 1, 2018


Innovations in corporate finance are driven by frustrations with present regulations and fueled by the Internet and social media. Hyperfunding is one such example: Tesla paved the way for an electric vehicle revolution by pre-selling hundreds of thousands of its Model 3 EV direct to consumers. Unwary consumers may not have realized that they were underwriting Tesla's bold strategy to transform multiple product markets. Risks were not disclosed. Rewards proved illusory. Investors would have been entitled to disclosures and colorable claims of fraud when Tesla missed milestones and deadlines. But consumers can only get their $1000 deposit back, without interest, if Tesla has the financial and reputational capital to refund consumers. What happens when an undercapitalized or fraudulent firm uses the same technique and fails to deliver? Are cryptocurrency promoters and "initial coin offerings" already Hyperfunding, pumping, and dumping vaporware? This article explores challenges with regulating novel techniques in corporate finance and discusses an initial framework for protecting investors while allowing innovation.

Keywords: corporate finance, fundraising, capital, formation, tesla, stock, deposit, electric vehicles, EV, deposits, regulations, multi-sided markets, bitcoin, cryptocurrency

JEL Classification: K2, K20, K22, K12, D4

Suggested Citation

Oranburg, Seth, Hyperfunding: Regulating Financial Innovation (June 1, 2018). 89 University of Colorado Law Review 1033-1099 (2018).; Duquesne University School of Law Research Paper. Available at SSRN: https://ssrn.com/abstract=2982554

Seth Oranburg (Contact Author)

Duquesne University - School of Law ( email )

600 Forbes Avenue
Pittsburgh, PA 15282
United States

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