● Station 2 — Invisible · today
The mechanics: what tokenisation changes beneath the cap table
What tokenisation really changes is not speed. It is the nature of the capitalisation table. Today, the cap table of an unlisted company is a dead document between two transactions: a file kept by the lawyer and reconciled at every funding round. Tokenised, it becomes a live, programmable register. The clauses of the shareholders' agreement — lock-up, pre-emption, approval of transferees, liquidation preference on the sale price — can be written into the security itself and executed without intervention. Transfer of ownership and payment become a single operation. For an SME with four shareholders, the benefit is slim. For a company whose capital would be held by four hundred fractional holders in six countries, it is the only architecture that holds up.
Second mechanism, more unsettling: announced liquidity is not observed liquidity. Technology makes a security continuously transferable; it does not create buyers. A tokenised SME share on a secondary market with no depth remains an illiquid share — its illiquidity simply becomes visible in real time, with a displayed price that drops at the first seller in a hurry. The redemption mechanisms of evergreen funds, moreover, have not yet been through a significant market shock: their robustness is a bet, not a given.
Third mechanism: venture capital is, structurally, a narrative industry — and widening the audience widens the story. William Janeway, in Doing Capitalism in the Innovation Economy, describes the innovation economy as a three-player game — state, market, speculation — in which bubbles, far from being accidents, are the historical mechanism through which new infrastructures get financed. Carlota Perez, in Technological Revolutions and Financial Capital, shows that every technological revolution goes through an installation phase driven by speculative capital before its phase of productive deployment. Sebastian Mallaby, in The Power Law, reminds us that venture capital economics rest on a distribution in which a handful of deals pays for all the others. Putting this risk profile in the hands of savers used to capital-guaranteed euro funds, through a discreet unit-linked line, means transposing a power law into a Gaussian mindset. And the selection mechanism works against the latecomer: the most sought-after deals stay within closed networks, and what trickles down to mass distribution is, on average, what insiders passed on.
Fourth mechanism, the most underestimated: opening up the capital does not transfer competence along with the security. Valuing an unlisted company is not a matter of reading a profit and loss account. It means knowing the business from the inside, gauging how the sector is evolving, anticipating possible pivots of the model and judging a team's ability to weather a downturn. Institutional venture capital has built its whole edifice around this competence: in-depth due diligence, board seats, sector networks, memory of cycles. The saver who enters the capital through a unit-linked line or a fractional security has none of this — they buy an exposure without buying the judgement that should come with it.
This is where the figure of the competent investor emerges: one whose knowledge of the sector qualifies the risk before the capital is committed. Two structural responses are taking shape. The first: lean on existing competence, that is, invest only alongside a lead investor who has examined the deal and whose interests are aligned — co-investing behind a professional lead rather than going in alone. The second: build pools of experts by sector and in finance — industry practitioners, analysts, transaction advisers — whose task is to show the retail investor what they are really buying: the competitive position, the technological dependency, the pivot scenarios, the sustainability of the funding need.