This week in East Eight Time Zone, a governance conflict surrounding Bitcoin holdings and share buybacks has pushed Empery Digital (both the company and event details are to be verified) into the spotlight. One side is a self-proclaimed shareholder, Tice P. Brown (the identity and actions of the shareholder are also to be verified), and the other side is the management team that insists on a long-term holding strategy. The conflict over whether to liquidate the company's Bitcoin position, whether to implement share buybacks, and who will continue to serve as CEO quickly escalates into public pressure. Shareholders demand the CEO's resignation and the sale of Bitcoin assets to realize book value, while management attempts to defend the logic of “long-term holding of Bitcoin” for the treasury. The underlying challenge of this conflict is the rift between long-term holding faith and shareholders' short-term return anxiety when Bitcoin is written into the balance sheet, and who will enforce an end to this situation, when, and in what manner.
Shareholders Refuse Private Buybacks: Where the Pressure Began
● Public information indicates that the starting point of this governance storm was the shareholder Tice P. Brown (identity and shareholding situation are to be verified) reportedly rejecting the management's proposed "private share buyback offer" and choosing to take the dispute from the conference room to the public arena. Price and timing issues that could have been resolved in discreet negotiations quickly transformed into a direct challenge to the company's strategic direction and executive positions once made public. Buybacks are no longer just a capital operation tool but become leverage to question management's legitimacy and capability.
● It is important to emphasize that there are currently no verified details regarding holding percentage, buyback price range, scale, or lock-up period available through public channels, and related statements should be regarded as unverified information. In the absence of regulatory documents or audit materials to support them, any specific descriptions regarding "controlling stakes," "major shareholders," or "malicious buybacks" carry risks of excessive interpretation and crossing factual lines. Therefore, analysis can only focus on the structure of the conflict and governance logic itself without making any inferences about magnitude.
● From the existing narrative, the shareholders' demands present a relatively clear combination: demanding the CEO's resignation while simultaneously pushing the company to sell its book-listed Bitcoin holdings to transmit the hidden value in the treasury to the circulating stock price through dividends, buybacks, or other forms. This combination essentially binds “management change” with “asset disposal,” using stock price pressure and accountability in governance as dual leverage to force the company to abandon its insistence on a long-term holding strategy in favor of short-term shareholder returns.
The Stock Price of Bitcoin Treasury Companies and Balance Sheet Pulling
● Under the so-called "Bitcoin treasury" model, the company allocates part of its assets long-term into Bitcoin, naturally leading to a high correlation between its stock price and Bitcoin's market value. However, in practice, stock prices do not mechanically follow Bitcoin prices in equal proportion; the market often gives significant discounts—reflecting both a trust discount in management and concerns over future discounted cash flows and asset volatility. This structural discount between market value and book value is normal for treasury companies rather than an occasional anomaly.
● Holding a large amount of Bitcoin exposes a company's balance sheet to more drastic fluctuations: each sharp rise or fall in Bitcoin's price amplifies as profit and loss volatility and jumps in book value on the financial statements. For management, this is seen as an acceptable long-term asset allocation volatility; however, for some shareholders, especially those who prioritize quarterly returns and valuation stability, this volatility is interpreted as an unhedgeable source of risk. Thus, the same set of financial data is interpreted by two groups of participants with entirely different risk appetites using completely different language systems.
● In cases of other publicly traded companies holding cryptocurrencies, similar disputes are not uncommon: stock prices have long been below their net asset valuation in Bitcoin, leading some market participants to view it as "the company treating it like an ETF," i.e., obtaining indirect exposure to Bitcoin by buying stocks while simultaneously bearing operational risks and governance discounts. When discounts persist and the buyback path is unclear, the market easily evolves to question "why not buy back directly, why not sell Bitcoin to boost the stock price," even giving rise to activist shareholders trying to reshape company strategy, turning the company from "operating enterprise" into "Bitcoin asset carrier," leading to governance dilemmas.
Long-Term Holding Belief Meets Short-Term Return Anxiety
● In treasury narratives like Empery Digital (the overall event information remains unverified), management typically views "long-term holding of Bitcoin" as a core strategic asset allocation, emphasizing long-term bullish logic based on macro cycles and technological evolution. In stark contrast, a portion of shareholders have increasing anxiety over short-term returns: when they see the company's stock price being consistently discounted, and management refuses to realize profits on the Bitcoin on the books, they view this “paper wealth” as resources locked in the hands of management, believing that they bear the volatility but are deprived of the right to realize it.
● EMJ Capital founder Eric Jackson has publicly presented a representative single-source view: current Bitcoin ETF investors are experiencing "institutional withdrawal," and in the future, will be replaced by sovereign wealth funds and other long-term capital (this viewpoint and its applicability remain unverified information). If this judgment holds, it implies that the holder structure of the Bitcoin market will shift from "fast-money institutions" to "slow-money sovereign and long-term funds." During such structural transitions, the management team, which insists on long-term holding, may believe that selling Bitcoin now would mean missing out on potential future revaluations, while shareholders eager to cash out may think that failing to exit while institutional selling pressures remain can be seen as irresponsible to shareholder interests.
● As Bitcoin moves from a phase of high unilateral volatility into a more stable turnover period, such treasury companies are often more easily targeted by activist shareholders. The reason is: on one hand, the decline in Bitcoin's volatility weakens the narrative tension of "high risk, high return," diminishing management's persuasiveness of "just hold on for another cycle"; on the other hand, the scale of holdings is large enough, that with slight improvement in market conditions, adjustments through partial sales or equity structure changes can create room for activist actions. These subtle shifts in timing amplify the tug-of-war between "long-term belief" and "short-term cashing out" into a comprehensive contest over corporate control and asset disposal rights.
Traditional Finance Involvement in Governance of Tokens and Company Shares
● Similar events to Empery Digital reveal traditional financial institutions advancing on two fronts: on one hand, beginning to directly participate in governance token investments of DeFi projects, influencing protocol parameters and revenue distribution through voting rights; on the other hand, buying shares of publicly listed companies involved in crypto assets on secondary markets, gradually strengthening their voice in board meetings and shareholder meetings. These two paths together point to a trend: traditional capital is no longer just an observer but aims to establish a presence in both on-chain and off-chain governance systems.
● When the same capital holds both governance tokens on-chain and shares of the company, or even board seats, it creates cross-dimensional games and arbitrage opportunities. For example, they can push for protocol adjustments on-chain to improve the yield structure of a certain type of asset while pressuring the company holding these assets to adjust treasury strategies off-chain, thereby amplifying profits and influence on two levels. Although detailed operational paths have not been publicly disclosed in the current case and cannot be verified, from a capital logic standpoint, this combination of “overlapping governance rights” is sufficient to act as a catalyst for a new round of corporate governance conflicts.
● For management, these cross-sector participants significantly amplify their bargaining power over the company: they do not only express their attitudes through stock prices, but can switch to "on-chain voting" or other asset-level pressure tools at any time; for traditional shareholders, this means the weight structure of corporate control is changing—beyond just shareholding ratios, whoever holds the on-chain governance rights closely tied to the company's business may influence the company’s strategic direction at critical junctures. This restructuring of power dynamics is a new normal that crypto asset-related companies must confront in the coming years.
The Migration from Treasury Bitcoin to On-Chain Funds
● On a macro level, there is an implicit transmission chain between treasury Bitcoin, ETF holdings, and on-chain liquidity: companies allocate part of their cash positions to Bitcoin, ETFs concentrate funds from institutions and retail investors into custodial accounts, while on-chain markets "refinancialize" these stagnant assets through derivatives and lending agreements. Although there currently lacks precise corresponding data regarding Empery Digital's specific holdings, ETF subscriptions and redemptions, and the scale of on-chain funds, making quantitative characterization impossible, it can be reasonably expected that any significant disposal decision made by company governance regarding Bitcoin assets will at some level create a chain reaction through the structures of ETFs and on-chain markets.
● Looking ahead, with the rise of new scenarios like AI proxies and B2B payments, crypto assets are gradually evolving from "investment targets" into one form of potential "operating capital" for enterprises—not only resting on the asset side of balance sheets but also infiltrating actual business processes. Research briefs mention that in AI proxy collaborations and cross-border B2B settlements, models using crypto assets for pricing and settlement are being experimentally introduced; although specific technologies and commercial paths remain unclear and lack large-scale deployment data support, the direction is clear: the boundaries between capital forms and business forms are being redefined.
● Once crypto assets are embedded in a company’s balance sheet and daily business flows simultaneously, the reshaping of governance rules by capital will accelerate. Shareholders will no longer only ask "do we have Bitcoin," but will inquire "in what form do these Bitcoins participate in business, what risks do they bear, and who decides when to dispose of them." The migration from treasury to on-chain funds compels companies to redefine responsibility and authority boundaries in board charters, treasury policies, risk disclosures, and information transparency: who has the right to initiate sale proposals, who is responsible for volatility, and who can represent shareholders in cross-cycle asset allocation decisions—these questions will come to the forefront.
Next Conflict: Who Watches Over Bitcoin for Shareholders
The core contradiction exposed by the Empery Digital event (the key information about the company and event is still under verification) can actually be compressed into a simple question—who decides when to sell the Bitcoin on the company's books, to whom, and under what conditions? Is it the management team believing in a long-term bull market, the short-term shareholders suffering from stock price discounts, or the cross-border capital that holds power both on-chain and off-chain? When decision-making authority and risk bearers are misaligned, governance conflicts become nearly inevitable.
It is foreseeable that as more companies incorporate Bitcoin and other crypto assets into their treasury or earn income in a crypto-native way, the shareholder rights protection and governance wars of Bitcoin treasury companies and crypto-native income companies will no longer be isolated cases but will gradually become the market norm. The management's narrative of "long-termism" will continually clash with shareholders' "immediate discount anxiety" until a new set of asset allocation and governance criteria is formed; and throughout this lengthy evolution process, every extreme market condition and every instance of discount amplification could become the trigger for the next round of "pressuring the palace" by activist shareholders.
From an observational framework, future assessments of whether similar conflicts will escalate again can focus on at least three main lines: first, the extent of the discount of stock price relative to book Bitcoin value; the deeper the discount, the easier it is for activist demands to resonate; second, the transparency of the company’s disclosures regarding holding ratios, risk exposures, and disposal rules; the more asymmetric the information, the more easily it will be suspected that management "holds Bitcoin to leverage shareholders"; third, the shareholder structure and distribution of governance rights, including whether there are concentrated holdings of activists and whether there are participants who also hold on-chain governance rights. Who will watch over that pool of Bitcoin for the shareholders will no longer be a simple technical or accounting issue, but a political economic question that the new generation of corporate governance systems must answer directly.
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