We have the highest trust in the core ENS team at True Names LTD. Nonetheless, in preparation for the DAO and $ENS token launch, we explicitly discussed the expectation that no one would misuse insider information to unfairly profit from the upcoming airdrop, for themselves or others.
This also applies to all the work we do, e.g. no one privy to insider information due to working for True Names LTD should be using it to give themselves an advantage with ENS names sales.
Several weeks ago, we worked with our lawyer to produce the ethics policy below.
We’re sharing it publicly to demonstrate our commitment to these principles. We encourage other blockchain projects to consider producing and publicly sharing similar statements.
True Names Ltd (“Company”, “we”, “us”) is a non-profit company based in Singapore that leads and supports development and standardisation of the Ethereum Name Service project (“ENS”). Our donors, contributors and the Ethereum ecosystem as a whole trusts and relies on us to act responsibly and with integrity at all times. As such, the manner in which we conduct ourselves and deal with others will impact how well we build, retain and strengthen their trust. As contractors, volunteers, interns, consultants, and/or business partners (“you”, “your”, “yourself”) who work with us in any capacity, how you conduct yourself will similarly be a reflection on us as well.
It is our policy (“Policy”) to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to exploitation or improper disclosure of confidential and proprietary information for personal gain and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships.
In this Policy, the following terms have the following meanings ascribed to them:
“Confidential Information” means any information and data of any kind that the Company designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential whether disclosed before, on or after the date of this Policy by the Company or any of its representatives, to you or any of your representatives.
“ENS Digital Assets” means any digital assets launched by the ENS Project or by projects in which the Company is involved, including (without limitation) ENS names.
“Inside Information” means any market-sensitive or material non-public information, which refers to any information not publicly available that a reasonable investor would consider in deciding whether to buy or sell ENS Digital Assets and may relate to the Company, the ENS Project, a partner, sponsor, donor, project, ENS names or digital assets.
Guidance on Confidential Information
Just to provide a few examples, Confidential Information includes the following:
- technology, information and/or personal data provided by the Company pertaining to the Company’s business, operations, processes, plans, projects or strategies;
- the Company’s trade secrets, market opportunities, negotiations, discussions, and contracts with other companies, customers or projects; and
- any information relating to or generated by the Company that is not publicly available through independent public sources (e.g. the newspaper, websites, social media pages).
Guidance on Inside Information
There is no bright line test for determining whether particular information is material or market-sensitive. Such a determination depends on the facts and circumstances of each case. If information could reasonably be expected to affect the price of the ENS Digital Assets, or would provide a buyer or seller of ENS Digital Assets with a material informational advantage in a decision to buy, sell or register any ENS Digital Assets, then such information should be considered material or market-sensitive. Importantly, whether such information is considered material or market-sensitive will be considered with the benefit of hindsight. Hence, if the price of the ENS Digital Asset changed as a result of such information have been made public, it will likely be considered material or market-sensitive by us.
Just to provide a few examples, the following information and matters should normally be regarded as material or market-sensitive:
- news about token sales, airdrops, token listings, forks, project launches;
- financial performance of the Company, or significant changes in financial performance or liquidity;
- strategic plans, business initiatives, potential mergers or acquisitions, new partnerships;
- new major contracts, orders, projects, suppliers, customers or finance sources or loss thereof;
- major discoveries or significant changes or developments in research or technologies;
- significant changes in senior management;
- actual or threatened major litigation, or resolution of such litigation; and
- contents of draft press releases and publications which may affect the market price of the ENS Digital Assets.
What is prohibited?
You may, during the course of your work, be aware of Inside Information and Confidential Information.
You must always:
- protect Confidential Information – even after your engagement, partnership, collaboration or work with the Company ends;
- keep electronic and paper documents and files containing Confidential Information in a safe place with access limited to only those who are authorised to peruse it;
- obtain appropriate approval from Confidential Information content owners and non-disclosure agreements from external parties before releasing Confidential Information to them;
- ensure that information received from third parties is from authorised sources and that information is used in accordance with specified conditions; and
- implement necessary safeguards to protect Confidential Information against risks of loss or destruction, or unauthorised access, use, modification or disclosure.
You must never:
- disclose Confidential Information to any third party unless you are authorised by us to share such Confidential Information with a specified third party for business reasons; or
- provide personal information to anyone without appropriate approval.
- General Prohibitions against insider trading, market misconduct and abuse of first-mover advantage
You must never:
- use Inside Information and/or Confidential Information for your personal gain or to cause detriment to others either directly or indirectly (including without limitation by way of information-advantaged decisions to register or purchase ENS names, or through family members, friends, associates or acquaintances);
- engage in activities to manipulate the price of Company-related Digital Assets;
- discuss or disclose any Inside Information and/or Confidential Information inside or outside your dealings with the Company other than in the proper course of business and as authorised as part of your regular duties for the Company;
- provide any Inside Information and/or Confidential Information to another person who may trade or advise others to trade on the basis of that Inside Information and/or Confidential Information; and/or
- make any recommendations or give trading advice of any kind to others to deal in ENS Digital Assets, where you are aware of Inside Information and/or Confidential Information.
If in doubt as to whether any course of action may be a breach of this Policy, please consult Nick Johnson or Brantly Millegan.
Breach of this Policy
The consequences of prohibited insider trading, market manipulation and breach of confidence can be severe. Even an appearance of a breach of this Policy can seriously damage our reputation. As such, we may terminate any contractual relationship with you without any compensation and without notice, in the event that we find that you are in breach of this Policy.
Persons found in violation of this Policy may also be required to disgorge the profit made or loss avoided by the trade of ENS Digital Assets, or purchase, registration or transfer of ENS names and compensate the Company for such related losses.