Law of Code

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

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

Jonathan Schmalfeld, Policy Director at the Digital Chamber, dives into the latest shifts in U.S. crypto law and policy. He unpacks the bipartisan Senate Agriculture Committee's draft, highlighting the missing sections on DeFi and AML. Schmalfeld also discusses the IRS's new guidance on staking for ETFs, and Uniswap's recent fee switch vote. The conversation touches on the implications of a mistrial in the MEV exploit case and the Dept. of Justice's controversial filing against Tornado Cash, while unveiling initiatives like the Digital State Network to support crypto advocacy.

Greg Xethalis, General Counsel at Multicoin Capital and board member of the Blockchain Association, dives deep into the world of crypto legislation. He shares insights on the origins and impact of ETFs, particularly the first Bitcoin ETF, revealing the SEC dynamics involved. Greg highlights the importance of the CLARITY Act and RFIA for creating effective crypto regulations and discusses the challenges of disclosure in decentralized systems. He argues for principles-based regulations to foster innovation while addressing who should bear responsibility for token disclosures.

J.W. Verrett, an Associate Professor of Law at George Mason University and a critic of banking influence on crypto regulation, dives into the implications of the GENIUS Act. He discusses his rebuttal to banks' attempts to regulate stablecoins and clarifies why definitions of 'interest' and 'yield' matter. Verrett expresses concerns about the dangers of broad rules affecting DeFi and challenges banks' authority over newly created assets. Plus, he sheds light on the significance of privacy tech like Zcash and what the future might hold for stablecoin legislation.

Tax expert Jason Schwartz, a partner at CahillNXT specializing in digital assets, shares vital insights into the new IRS safe harbor for crypto ETFs. He explains how this allows staking within grantor trusts without reclassification as corporations. The discussion covers key safe harbor criteria and the implications for various stakeholders, including investors and issuers. Jason also raises intriguing questions about distribution rules, liquidity reserves, and potential alternative strategies like liquid staking tokens, addressing the uncertainties that remain.

In a riveting conversation, Jason Gottlieb, Chair of Morrison Cohen’s Digital Assets Department, delves into the shifting landscape of crypto litigation. He discusses the move from regulatory to private disputes and explains the intricacies of statutes of limitations. Gottlieb highlights the crucial role of amicus briefs in educating judges and the challenges judges face in understanding crypto. He also tackles the complexities of stablecoin freezing disputes and emerging judicial trends in jurisdiction battles, providing valuable insights for anyone interested in the evolving world of crypto law.

Mari Tomunen, General Counsel at DoubleZero, and Connor Tweardy, a Cooley LLP attorney, delve into the groundbreaking no-action letter from the SEC. They discuss the significance of compliance-by-design and how DoubleZero communicated its decentralized infrastructure to regulators. The guests share insights on the importance of token timing, the foundation's non-investment stance, and the SEC’s evaluation of managerial efforts. Plus, they offer valuable advice for crypto projects seeking regulatory clarity and reflect on their own journeys in the crypto world.

Joris Delanoue, Co-CEO of Fairmint, specializes in tokenized equity and on-chain legal compliance. He shares insights on how Fairmint has managed over $1B of equity on-chain and discusses the benefits of moving cap tables to smart contracts. Joris explains the significance of becoming an SEC-registered transfer agent and how compliance can be automated through blockchain technology. He advocates for reforming accredited investor rules to enhance access, while also addressing privacy and human error issues faced in the tokenization landscape.

Stablecoins are no longer a side story — they’re on the path to becoming the backbone of global digital finance.To unpack what the GENIUS Act means for the U.S. dollar, stablecoin issuers, and banking competition, I sat down with Austin Campbell, Founder and Managing Partner of Zero Knowledge Consulting and an Adjunct Professor at Columbia Business School.Austin previously led Stable Value Trading at JP Morgan, co-headed Digital Asset Rates Trading at Citi, and served as Head of Portfolio Management at Paxos. In this episode, Austin explains the key provisions of the Genius Act, the misconceptions around the “interest” prohibition, and how competition between currencies could expand freedom — and reshape the global economy.Timestamps:➡️ 00:00 — Intro➡️ 00:46 — Sponsor: Day One Law➡️ 01:09 — Austin’s path from Wall Street to crypto➡️ 05:40 — Why the Genius Act is the most important bipartisan financial law since Dodd-Frank➡️ 10:31 — Stablecoins as global infrastructure for the U.S. dollar➡️ 15:14 — Key pillars of the Genius Act: reserves, insolvency, and compliance➡️ 26:20 — Privacy, enforcement, and what Genius gets right➡️ 37:19 — The “interest” prohibition — and the exception most people missed➡️ 45:00 — What comes next for stablecoin issuers and U.S. regulators& 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:📄 Crypto and the Evolution of Capital Markets paper.🎧 Law of Code episode #145 with Tuongvy Le (@TuongvyLe12).📰 Austin's Zero In Newsletter🌐 Zero Knowledge ConsultingDisclaimer: Nothing in this podcast is legal advice. The views expressed are those of the host and guest and do not necessarily reflect those of their organizations. Always consult your own counsel before making legal decisions.