Law of Code

Latest Episodes:

#90 - Offshore & Crypto in the BVI, Caymans and Guernsey with Chris Duncan Apr 05, 2023

Show notes

Chris Duncan (@chrisrossduncan) is counsel in Carey Olsen’s Cayman Islands office. Chris leads their Fintech and Crypto group across both the Cayman Islands and the British Virgin Islands, working with some of the largest projects in the crypto space on structuring and regulatory matters (including licensing applications and regulatory investigations). He has been recognized in the Chambers and Partners Fintech guide as a leading individual. In addition, Chris advises high net worth and ultra high net worth clients on wealth structuring, with a particular focus on crypto and tech founders.

Show highlights:

[4:40] 2020 Cayman VASP Act

[11:30] 2023 BVI VASP Act

[13:00] Offshore structuring

[27:00] Offshore DAOs

[33:00] Guernsey Trusts

& more.
Chris also mentions Mauve (@mauve_org), the first DEX with the compliance of traditional finance.

Disclaimer: Jacob Robinson and his guests are not your lawyer. Nothing herein or mentioned on the Law of Code podcast should be construed as legal advice. The material published is intended for informational, educational, and entertainment purposes only. Please seek the advice of counsel, and do not apply any of the generalized material to your individual facts or circumstances without speaking to an attorney.

#89 - Legal liability for DAO members: DAO Research Monthly Apr 01, 2023

Show notes

The goal of this podcast is to help DAOs and their members understand the potential legal risks that accompany their membership.

This is the inaugural episode of the DAO Research Monthly series, created by Jacob Robinson, Kyle Smith and Kyler Wandler.

This episode reviews the legal liability of members associated with DAOs. What do we mean when we say liability? What could a token holder or vote be liable for? We answer these questions and much more.

Thank you to our sponsors, the DAO Research Collective, Lobby 3 and Tally DAO, for supporting this educational initiative - and thank you to the research team: Kyler Wandler, Evan Santos, Surya Dawar.

This episode references the following works:

Law Insider, Member Liability definition

Frank H. Easterbrook, Daniel Fischel, Contract and Fiduciary Duty

Nick Oberheiden, 5 Things to Consider When Creating a DAO

Owen Thomas, The CFTC throws DAO liability into question

United States Senate Committee on Banking, Housing, and Urban Affairs, Pat Toomey, SEC’s Regulation by Enforcement Approach Harmed Consumers

The Company - A Short History of a Revolutionary Idea, John Micklethwait and Adrian Wooldridge

Stephen D. Palley, How to Sue a Decentralized Autonomous Organization, CoinDesk (Op-Ed), March 20, 2016.

Carla Reyes, If Rockefeller Were a Coder, 87 Geo. Wash. L. Rev. 373 (2019)

Aaron Wright, The Rise of Decentralized Autonomous Organizations: Opportunities and Challenges, Stanford Journal of Blockchain Law & Policy (2021).

Brummer, Christopher J. and Seira, Rodrigo, Legal Wrappers and DAOs (May 30, 2022). Available at SSRN: https://ssrn.com/abstract=4123737

Østbye, Peder, Exploring DAO Members' Individual Liability (February 28, 2022). Available at SSRN: https://ssrn.com/abstract=4045799.

Metjahic, Laila, Deconstructing The Dao: The Need For Legal Recognition And The Application Of Securities Laws To Decentralized Organizations, Cardozo Law Review, May 2018.

CFTC v Ooki DAO, N.D. Cal. 3:22-cv-5416 (2022)

& many others.

#88 - Tax attorney Andrew Gordon answers the most common crypto tax questions. Mar 27, 2023

Show notes

Andrew Gordon (@accounting) is a crypto tax attorney and CPA based in Chicago. He and his firm, Gordon Law Group (@gordonlawltd), have focused on crypto tax since 2014; They've since prepared hundreds of crypto tax returns for retail investors, whales, celebrity clients, and NFT startups. Andrew also practices corporate law with a focus on blockchain, affiliate marketing, esports, and tech and teaches a course on Emerging Technologies at Chicago-Kent College of Law.

Andrew explains his entry into the space, how he built Gordon Law Group, and answers the most common crypto tax questions, including:

Buying crypto from crypto
Selling crypto for crypto
Selling crypto for fiat
Selling NFTs for crypto
Buying NFTs with crypto
Staking crypto with delegate
Receiving staking rewards
Airdropped NFTs
Airdropped crypto
Donating crypto
Stolen crypto
Lending crypto
Gas Fees

Resources:

Contact the Gordon Law Group for help and/or sign up for their monthly newsletter. Visit their website to review their crypto, nft and defi tax guides.

#87 - Paradigm's Rodrigo Seira on DAOs, legal wrappers & CC0. Mar 21, 2023

Show notes

Rodrigo Seira (@RSSH273) is Crypto Counsel at Paradigm. Prior to joining Paradigm, he was outside counsel to crypto investors and entrepreneurs at Cooley LLP. Prior to that, Rodrigo was a founding member of DLX Law, a blockchain and crypto focused boutique. Rodrigo earned a J.D. from Harvard Law School and a B.A. in Philosophy and Political Science from Middlebury College.

Rodrigo authored a matrix comparing legal entities available for DAOs across a range of criteria, including formation requirements and considerations about liability of members, securities laws and tax. It’s available on a public Notion page. He also co-authored a paper on Legal Wrappers and DAOs.

Show highlights:

[1:30] Genesis block

[4:30] Crypto use cases

[6:30] Paradigm

[9:00] Ooki DAO

[15:00] DAO member liability

[25:00] Offshore wrappers

[31:00] Matrix

[33:00] CC0 and NFTs

& much more.

#86 - Jason Schwartz on Taxes for DAOs, Foundations & Bearer Debt Mar 16, 2023

Show notes

Jason Schwartz (@CryptoTaxGuyETH) is a tax partner and co-heads Fried Frank's Digital Assets and Blockchain Practice. He specializes in tax issues relating to financial products, securitizations, funds, treaties, lending, and digital assets.

Jason has been recognized as an "Up and Coming" lawyer in Tax by Chambers USA and as a "Next Generation Partner" by Legal 500 US in Tax: Financial Products each year from 2017 to 2022.

Jason wrote Reading the Tea Leaves - What Enforcement Actions Mean for the U.S. Taxation of Crypto, which we also discuss.

Show highlights:

[2:04] Genesis Block

[10:00] 501 Foundry

[13:00] Foundations & Taxes

[16:00] Tokens & Charities

[27:00] DAOs

[36:00] Jarrett Case

& much more.

#85 - An Update on Grayscale vs the SEC Mar 10, 2023

Show notes

A panel of judges heard oral arguments in the Grayscale Investments suit against the U.S. Securities and Exchange Commission (SEC) on March 7.

This podcast dives into the history of GBTC, the SEC's reasoning for rejecting the spot-bitcoin ETF, Grayscale's argument against the SEC and an overview of what we heard during the oral arguments on March 7. We also cover what thought leaders in the industry expect the outcome to be, and why this application is so important to Grayscale.

Sources:

#84 - Nelson Rosario on zk proofs, DAOs, liability and regulation Mar 07, 2023

Show notes

Nelson Rosario (@NelsonMRosario) is an attorney in Chicago, IL, USA, and the founder of Rosario Tech Law whose interests comprise law, innovation, cryptocurrencies and related blockchain based technologies. Nelson teaches a law school class “Blockchain, Cryptocurrency, and the Law,” at Chicago-Kent College of Law, and has been a visiting professor at IE Law School based in Madrid, Spain.

Show highlights:

[2:00] Crypto and zk proofs

[13:00] DAOs

[18:00] Liability

[31:00] Politics

& more.

Around the Blockchain's weekly newsletter is my go-to source to stay updated on crypto law - you can subscribe here.

#83 - Cybersecurity & Crypto with Justin Daniels Feb 27, 2023

Show notes

Justin Daniels is a cybersecurity SME and M&A attorney at Baker Donelson, where he advises corporate clients on the deployment and scaling of technology that ranges from SaaS, Fintech and data centers to autonomous vehicles, drones and cryptocurrency. Justin has co-authored a book (Data Reimagined: Building Trust One Byte at a Time) designed to show businesses how to leverage privacy and security practices to transform their relationships with customers and earn their trust.

In this episode, we discuss cybersecurity and crypto, with a deep dive into the Axie Infinity hack.

Show highlights:

[5:00] Hosting servers and security

[19:00] Cybersecurity and digital assets

[22:00] Axie Infinity Hack

[34:00] Digital trust

& much more.

#82 - Gabriel Shapiro, Sarah Brennan and Marc Goldich on staking, social slashing, disclosure, LexPunK and crypto law in 2023. Feb 22, 2023

Show notes

Three of the brightest minds in crypto law discuss LexPunK highlights from 2022, touch on disclosures regimes, sufficient decentralization, compare crypto native remedies to the current legal system, and much more.

Gabriel Shapiro (@lex_node) is General Counsel at Delphi Labs. Sarah Brennan (@SH_Brennan) is General Counsel for both Delphi Research and Delphi Ventures. Marc Goldich (@marcgoldich) is General Counsel of Proximity Labs.

Show highlights:

[2:00] LexPunK highlights from 2022

[10:00] DAO Defense Manual

[14:00] Reg ATS

[20:00] Disclosure in crypto

[31:00] Social slashing and crypto native remedies

[54:00] Decentralization, legally

[58:00] What the group is keeping an eye on in 2023

& much more.

If you enjoyed this episode, please consider leaving a review.

Around the Blockchain's weekly newsletter is my go-to source to stay updated on crypto law - you can subscribe here.

#81 - Regulators and Crypto with Michael Selig Feb 16, 2023

Show notes

Michael Selig (@MikeSeligEsq) is counsel in the Asset Management Department of the law firm Willkie Farr & Gallagher and part of the firm’s crypto practice. Michael’s practice centers on the application of financial regulation to crypto and web3 technology networks and products, including blockchains and crypto assets. Michael previously worked at the Commodity Futures Trading Commission in the office of former Chair Chris Giancarlo, also known as “CryptoDad,” who he now works with again in private practice at Willkie.

In this conversation, Michael shares his experience at the CFTC and provides best practices for dealing with regulators. We also discuss his CoinDesk article What If Regulators Wrote Rules for Crypto?, LBRY, Telegram and the application of securities laws to crypto.

If you enjoyed this episode, please consider leaving a review. You can subscribe to our newsletter to stay updated on the latest episodes.

Around the Blockchain's weekly newsletter is my go-to source to stay updated on crypto law - you can subscribe here.

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