Shane Ian Murphy on Dual Party Capital: Tokenisation Starts With Rights

I am Shane Ian Murphy, cofounder of Dual Party Capital, and I am writing from an affiliated founder’s perspective. Asset tokenisation forms part of our stated focus, alongside structured financing and investment discussions. My starting point is that a digital representation needs a clear explanation of what it represents. Before choosing software or discussing a platform, I would want the parties to describe the underlying asset, the relevant rights and the obligations that sit around them.

The word token can make a proposal sound more complete than it is. A technical unit may be easy to describe while the commercial entitlement remains uncertain. Does the holder have an interest in an asset, a contractual claim, an entitlement to a distribution or something else? These are questions for the actual proposed arrangement and the appropriate advisers. I would not want an attractive interface to substitute for a comprehensible answer.

I find it helpful to start with a plain language account of ownership and control. Who owns the underlying asset now? Who would continue to manage it? Who could decide to sell it, refinance it or change its use? If several entities are involved, their roles need to be distinguishable. A diagram may help explain those relationships, but it cannot establish rights by itself. The supporting documents need to match the explanation given to participants.

The next question concerns money. If an asset produces income, the proposal needs to explain how that income moves through the arrangement. Expenses, reserves and other obligations may affect what is available for distribution. A reader should be able to understand the proposed sequence without assuming that gross income becomes an immediate payment. I would also want to know who calculates the figures, how they are reported and how a disagreement about the calculation would be addressed.

Transferability requires the same care. A token that can technically move between digital addresses does not automatically answer every question about a transfer of the associated rights. The arrangement may involve eligibility conditions, approvals or restrictions that need professional assessment. I want the commercial explanation to acknowledge those dependencies. Otherwise, a discussion of technical functionality can create expectations about access or liquidity that the underlying arrangement does not support.

There is also the question of what happens when events depart from the initial plan. An asset may require unexpected expenditure. A manager may need replacing. A contractual obligation may not be performed. A credible proposal should explain who has the relevant decisions and how participants receive information in those circumstances. These subjects can feel less exciting than a demonstration, but they help reveal whether the arrangement has been considered as an operating relationship.

Only after that foundation would I want to examine the technical design in detail. The software should support the defined arrangement: recording relevant information, managing agreed permissions and enabling appropriate reporting. The choice of technology needs to follow the requirements. Starting with a preferred system and trying to fit commercial rights around its available features risks making the technology the organising principle of the transaction.

I also think language matters. Saying that a proposal is being explored is different from saying that a structure is available or ready for participation. My role as a founder includes being careful about that difference. This article is an explanation of my proposed approach, rather than an invitation to invest or a statement that a particular arrangement has been approved. Any real proposal would need assessment against its own facts and applicable requirements.

The standard I want to encourage at Dual Party Capital is simple to state, even if the work behind it can be substantial: explain the rights before demonstrating the software. A reader should be able to describe what is owned, what is owed, who controls decisions and how obligations are performed. If those answers are unclear, improving the interface will not resolve the underlying uncertainty. Making them clear gives a technical discussion a useful commercial foundation.

Company: https://www.dualpartycapital.com/

Personal: https://shanemurphy.co.uk/