Law of Code

Latest Episodes:

#171 - Why the CFTC is the best regulator for crypto with former Chairman Chris Giancarlo Feb 04, 2026

Show notes

What could the future of U.S. crypto regulation look like from the CFTC—and how should regulators approach tokenization, prediction markets, and stablecoins as digital finance moves on-chain?

Chris Giancarlo is Senior Counsel for Corporate and Financial Services at Willkie Farr & Gallagher and the former Chair of the U.S. Commodity Futures Trading Commission, where he oversaw the regulation of futures, options, and swaps markets, including the launch of Bitcoin futures.

Timestamps:

➡️ 1:15 — Advice for new CFTC Chair Mike Selig

➡️ 3:06 — Why crypto inverts the CFTC’s traditional regulatory model

➡️ 6:53 — How the SEC and CFTC should divide authority over digital assets

➡️ 8:54 — Why the commodity vs. security distinction still matters

➡️ 15:13 — DTCC’s no-action relief and the future of tokenized market infrastructure

➡️ 19:27 — Will TradFi absorb crypto—or will crypto reshape TradFi?

➡️ 21:46 — Prediction markets, federal preemption, and state resistance

➡️ 27:40 — Why prediction markets need regulation, not suppression

➡️ 29:42 — Stablecoins, privacy, and exporting U.S. values through digital dollars

Sponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.

Resources

📺 Recording of the CFTC / SEC Joint Event on Harmonization

📓 GENIUS Act

📄 DTCC No Action Letter

Disclaimer: This podcast is for informational and educational purposes only and does not constitute legal or investment advice. Views expressed by the guest are their own and do not necessarily reflect those of their employers. Listening to this podcast does not create an attorney-client relationship.

#170 - The future of crypto custody with Sarah Helena Brennan and Jay Stolkin Jan 28, 2026

Show notes

Why are crypto custody rules for registered investment advisors due for modernization — and what could a future-proof framework look like?

Sarah Helena Brennan is the General Counsel for Delphi Ventures, and Jay Stolkin is the Deputy General Counsel at Multicoin Capital.

Timestamps:

➡️ 0:05 — Why the custody rule matters for crypto

➡️ 1:27 — The SEC’s safeguarding proposal and why this paper was written

➡️ 5:58 — What the custody rule and “qualified custodians” actually require

➡️ 10:26 — Why digital assets challenge legacy custody assumptions

➡️ 14:47 — Fees, loss of utility, and concentration risk under the status quo

➡️ 18:21 — The case for optionality and a flexible custody framework

➡️ 22:53 — The five core tenets of cryptoasset safeguarding

➡️ 25:50 — Lessons from the privately offered securities exemption

➡️ 28:27 — On-chain verification, auditors, and real-time transparency

➡️ 32:16 — Where regulators may push back—and what comes next

Sponsor: Day One Law, a boutique corporate law firm founded by Nick Pullman. Nick and his team at Day One provide strategic legal counsel to startups, crypto projects, and Web3 innovators. ⁠You can get in contact with them via this link⁠: ⁠⁠https://www.dayonelaw.xyz/#contact

Resources:

📄 Sarah and Jay’s Whitepaper
📓 SEC Agency Rule List

#169 - Drew Hinkes shares 2026 crypto law predictions Jan 26, 2026

Show notes

What should the industry be watching in 2026?

Drew Hinkes is a partner at Winston & Strawn and a longtime crypto lawyer whose work spans DeFi, market structure, tokenization, and digital asset regulation.

Timestamps:

➡️ 1:53 — Tokenization, RWAs, and institutional crypto’s next phase

➡️ 4:00 — Market structure gaps and DeFi’s unresolved treatment

➡️ 6:09 — AML creep and the risk to permissionless finance

➡️ 8:15 — Why DeFi depends on interfaces—and where regulation can bite

➡️ 12:28 — Grey areas after market structure: why uncertainty remains

➡️ 17:05 — Equity vs. tokens and what token holders are actually promised

➡️ 23:57 — Tokenization vs. TradFi capture: competition or consolidation

➡️ 29:03 — The biggest systemic risks to crypto in 2026

➡️ 31:17 — Crypto’s most underappreciated source of resilience

Sponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.

Resources:

📓 Latest Senate Banking Committee Market Structure Draft

📓 Latest Senate Agriculture Committee Market Structure Draft

📄 SEC No-Action Letter to DTCC on Tokenization Services

#168 - December crypto regulatory developments in review with Jonathan Schmalfeld Dec 29, 2025

Show notes

In this episode, Jacob Robinson and Jonathan Schmalfeld break down the biggest U.S. crypto law and policy developments of the month, from the SEC’s moves toward bringing public markets on-chain to major CFTC moves on derivatives, prediction markets, and collateral. The conversation also covers crypto tax proposals, DeFi governance disputes, banking access, privacy, quantum risk, and why regulators increasingly view crypto not as an exception, but as core financial infrastructure.

Jonathan Schmalfeld is the Policy Director at The Digital Chamber and the author of the Off the Blockchain+ newsletter, where he analyzes crypto regulation, market structure, and emerging policy trends.

Timestamps:

➡️ 1:03 — SEC market structure reforms and DTC no-action relief

➡️ 7:54 — CFTC allows crypto and tokenized treasuries as collateral

➡️ 8:45 — Prediction markets and state gambling laws

➡️ 13:23 — Crypto tax proposals: wash sales, staking, and airdrops

➡️ 16:03 — Aave, DAO governance, and token vs. equity conflicts

➡️ 21:48 — GENIUS Act implementation and stablecoin interest debates

➡️ 27:33 — The end of Operation Choke Point 2.0 and legislative fixes

➡️ 31:02 — DeFi liquidations, market manipulation, and public debate

➡️ 34:20 — Quantum computing risk and Bitcoin’s long-term resilience

➡️ 38:46 — Michael Selig confirmed as CFTC Chair

Sponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.

Resources:

📄 SEC’s No Action Letter to the DTC

✉️ CFTC Digital Assets Pilot Program Announcement

📓 Draft of the PARITY Act

📄 FDIC Notice of Proposed Rulemaking for Stablecoins

✉️ ⁠Jonathan’s Off the Blockchain+ Newsletter⁠

#167 - Is Canada Ready to Regulate Stablecoins? Dec 22, 2025

Show notes

In this episode, Jacob Robinson speaks with Odun Olowookere about Canada’s proposed Stablecoin Act, the constitutional and regulatory challenges it raises, and why critics argue it may reduce clarity rather than enhance it.

Odun Olowookere is a legal scholar at York University and the co-author of a submission to Canada’s House of Commons critiquing the draft Stablecoin Act, alongside Darrell Duffie of Stanford University and Andreas Veneris of the University of Toronto.

Timestamps:

➡️ 0:05 — Why Canada’s draft Stablecoin Act has drawn concern

➡️ 2:13 — The Act’s stated goal: monetary sovereignty and dollarization risk

➡️ 3:16 — Why stablecoins are not explicitly defined as payment instruments

➡️ 5:20 — How Canada’s constitutional structure complicates stablecoin regulation

➡️ 8:41 — Canada’s blanket prohibition on interest and how it differs from GENIUS

➡️ 9:46 — Expanded “payment function” language and why it alarms critics

➡️ 10:33 — How wallets, validators, and even users could be swept into regulation

➡️ 16:14 — Data security obligations and the Bank of Canada’s technical capacity

➡️ 18:33 — Prudential regulation concerns and undefined reserve requirements

➡️ 21:48 — Is Canada regulating stablecoins too early?

Sponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.

Resources:

📓 The Canadian Stablecoin Act Draft Text

📄 Odun, Andreas Veneris, and Darrell Duffie’s Written submission to the House of Commons in reply to The Stablecoin Act

#166 - Can DeFi scale without sacrificing neutrality or permissionlessness? Dec 17, 2025

Show notes

DeFi has always promised trust without intermediaries, but as the ecosystem matures, that promise is being stress-tested by hacks, institutional risk limits, and regulatory pressure.

To unpack whether DeFi can scale without sacrificing neutrality or permissionlessness, Katherine Kirkpatrick Bos, General Counsel of StarkWare, and Jessi Brooks, General Counsel & Chief Compliance Officer at Ribbit Capital, joined the podcast to discuss their paper “Trust Without Intermediaries: A Programmable Risk Management Framework for the Future.”

The paper sparked controversy across the DeFi community, with critics arguing it could open the door to protocol-level compliance or re-intermediation. In this episode, Katherine and Jessi explain that the paper proposes something different.

Timestamps:

➡️ 01:31 — Why write this paper?

➡️ 07:55 — Institutional DeFi and why one-size-fits-all doesn’t work

➡️ 09:43 — Compliance as a commercial choice, not a mandate

➡️ 11:38 — Risk scoring in DeFi

➡️ 15:37 — Technical de-risking

➡️ 18:23 — Optional evolution

➡️ 20:59 — Not protocol-level compliance

➡️ 25:49 — Opt-in DeFi

➡️ 30:44 — Lessons from the backlash and public debate

& much more.

Sponsor: : ⁠⁠ This episode is brought to you by ⁠⁠⁠Day One Law⁠, a boutique law firm helping crypto startups navigate complex legal challenges. Subscribe to ⁠⁠⁠Day One’s free monthly newsletter⁠⁠⁠ for legal and regulatory updates.

Resources:

📄 Trust Without Intermediaries: A Programmable Risk Management Framework for the Future

#165 - Key developments in U.S. crypto law & policy with Jonathan Schmalfeld Dec 15, 2025

Show notes

In this episode, Jonathan Schmalfeld and Jacob Robinson walk through the biggest crypto law and policy developments of the month of November.

Jonathan is the Policy Director at The Digital Chamber, where he leads federal and state advocacy on digital asset regulation.

Timestamps:

➡️ 1:19 — Senate Agriculture Committee releases market structure draft

➡️ 3:22 — Why DeFi and AML sections remain blank

➡️ 3:52 — Chair Atkins’ speech and push for taxonomy

➡️ 6:32 — Treasury & IRS guidance on staking ETFs

➡️ 10:39 — Uniswap’s fee switch vote and winding down

➡️ 13:53 — Coinbase reincorporates from Delaware to Texas

➡️ 16:19 — MEV exploit trial ends in mistrial

➡️ 23:36 — Samurai Wallet sentencing and liability risks

➡️ 26:55 — DOJ’s Tornado Cash filing and self-custody issues

➡️ 30:29 — Digital Chamber launches State Network

➡️ 33:37 — OCC guidance allowing banks pay gas fees

➡️ 36:50 — What to watch next in GENIUS implementation

Sponsor: Day One Law, a boutique corporate law firm founded by Nick Pullman. Nick and his team at Day One provide strategic legal counsel to startups, crypto projects, and Web3 innovators. ⁠You can get in contact with them via this link⁠: ⁠⁠https://www.dayonelaw.xyz/#contact

#164 - Greg Xethalis on market structure legislation, history of crypto ETFs Dec 09, 2025

Show notes

Greg Xethalis, General Counsel at Multicoin Capital joins the podcast to discuss the history of ETFs, what we can learn from the first Bitcoin ETF, and the interplay between the CLARITY Act and RFIA.

This episode also covers the challenges of disclosure in decentralized systems, and why principles-based regulation is essential for the next phase of crypto innovation.

Timestamps

➡️ 1:27 — The origin story of ETFs

➡️ 3:00 — SEC dynamics behind the first ETF

➡️ 7:45 — The first Bitcoin ETF

➡️ 15:34 — Market structure: CLARITY Act + RFIA as complementary frameworks

➡️ 20:52 — Disclosure: a challenge in crypto regulation

➡️ 33:34 — Who should be responsible for token disclosures long-term?

Sponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.

Resources:

📘 Project Crypto Speech — Chair Paul Atkins

📄 FinCEN 2013 Virtual Currency Guidance

📓 CLARITY Act – functional maturity framework

📕 Responsible Financial Innovation Act (RFIA) – ancillary asset test

🏛️ Greg's Senate Banking Committee testimony

#163 - TradFi's push on stablecoin regulation, J.W. Verrett's response Dec 01, 2025

Show notes

After the GENIUS Act was enacted, the U.S. Treasury issued an Advance Notice of Proposed Rulemaking to gather public and industry input before drafting implementing regulations.

Some of the most influential submissions came from major banking and traditional finance associations, outlining how they believe U.S. stablecoin regulation should look.

J.W. Verret, Associate Professor of Law at the Antonin Scalia Law School at George Mason University, submitted a detailed rebuttal pushing back on the banks’ expansive interpretation of statutory authority and their call to ban “indirect yield.”

Timestamps:

➡️ 1:02 — Why this rulemaking matters

➡️ 2:55 — Why JW felt compelled to respond

➡️ 4:48 — How agencies use comments

➡️ 5:17 — What counts as ‘interest’ or ‘yield’?

➡️ 7:00 — The push to regulate affiliates and third-party providers

➡️ 10:34 — Why a prohibition on ‘indirect yield’ matters

➡️ 14:55 — Zcash, privacy tech, and Roman Storm

➡️ 18:00 — What happens next in GENIUS rulemaking

➡️ 19:11 — Do stablecoins drain bank deposits?

Resources:

📓 GENIUS Act

📄 Joint Trades Letter (ABA + ICBA + BPI coalition)

✉️ J.W. Verret’s Rebuttal Letter

#162 - Crypto ETF staking safe harbor explained by tax expert Jason Schwartz Nov 25, 2025

Show notes

Staking is now officially on the table for U.S. crypto ETFs.

In this episode, I’m joined by Jason Schwartz (@CryptoTaxGuyETH), a tax partner at CahillNXT, Cahill’s digital assets and emerging technology practice. Jason specializes in tax issues relating to digital assets, financial products, securitizations, lending, treaties, and fund structures.

We break down Treasury and the IRS’s new safe harbor that allows crypto ETPs to stake without being treated as domestic corporations, and the questions that follow.

Timestamps

➡️ 00:00 — Intro

➡️ 00:41 — Sponsor: Day One Law

➡️ 01:04 — What does the new Treasury/IRS safe harbor actually allow?

➡️ 03:30 — Why staking created a legal grey area for ETFs

➡️ 06:18 — Why “grantor trust” classification matters so much

➡️ 09:55 — The key safe harbor requirements

➡️ 14:40 — Who this matters for: investors, issuers, and markets

➡️ 19:22 — Could LST-based ETFs outperform Safe Harbor ETFs?

➡️ 23:10 — Four big open questions: uncertainties the IRS didn’t settle

➡️ 28:12 — What comes next for staking ETFs, Treasury, and IRS guidance

& much more.