Law of Code

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.

DUNA — the Decentralized Unincorporated Nonprofit Association — is one of the most important new legal structures for crypto governance. To understand its history, tax implications, and jurisdictional trade-offs, I sat down with David Kerr, founder of Cowrie, a crypto-native advisory firm specializing in U.S. tax compliance and entity structuring.David was instrumental in drafting the Wyoming DUNA Act, and in this episode we discuss the evolution of UNAs, why Wyoming stepped up, the tax and compliance realities facing projects, and what this means for the future of DAOs in the U.S.Timestamps:➡️ 00:00 — Intro➡️ 00:46 — Sponsor: Day One Law➡️ 01:09 — Origins of the DUNA: why unincorporated associations matter➡️ 03:32 — Early U.S. entity law, UNAs, and Wyoming’s first adoption in 1993➡️ 07:53 — Why some states resisted hybrid entity forms➡️ 12:30 — Nonprofit ≠ tax exempt: clearing up misconceptions➡️ 16:15 — How DAOs and protocol treasuries fit with the DUNA model➡️ 20:45 — Legislative drafting in Wyoming and lessons from Texas➡️ 27:07 — Secretary of State & local support➡️ 29:16 — When does a U.S. DUNA make sense for international projects?➡️ 31:54 — Tax trade-offs: advantages, disadvantages, and compliance➡️ 38:54 — Treasury management, W-8/W-9s, and reporting obligations➡️ 41:56 — The DUNA as “where governance goes”➡️ 47:39 — Building Cowrie: tax, filings, advisory, and administrator services➡️ 49:11 — Crypto’s “LLC moment”& 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 updates. Resources:📄 Wyoming DUNA Act📜 Cowrie’s overview of UNAs & DUNAs

DOJ Criminal Division Chief Matthew Galeotti recently stated: “Merely writing code, without ill intent, is not a crime.” He emphasized that developers of neutral tools should not be held liable for someone else’s misuse.Joining me to unpack what this means for developers is Amanda Tuminelli, Executive Director of the DeFi Education Fund. We discuss the DOJ’s remarks, DEF’s role in shaping the conversation, and what comes next for developer protections, market structure legislation, and global DeFi policy.Timestamps:➡️ 00:00 — Intro➡️ 00:46 — Sponsor: Day One Law➡️ 01:09 — DOJ’s statement: “writing code is not a crime”➡️ 03:17 — How the Tornado Cash trial might have been different➡️ 05:15 — DEF’s advocacy on Section 1960➡️ 07:05 — Remaining gray areas: sanctions, facilitation & intent➡️ 10:30 — How developers can show good faith reliance➡️ 12:25 — Where developer protections may land in market structure bills➡️ 14:30 — DEF’s next priorities: Roman Storm, market structure, SEC engagement➡️ 17:11 — Defining “facilitate” and why rulemaking could help➡️ 19:08 — Global impact of U.S. leadership on DeFi➡️ 20:57 — Stablecoins, GENIUS Act, and regulatory momentum➡️ 21:41 — Final thoughts on clarity and innovation& 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 updates. Resources:📄 DOJ remarks by Matthew Galeotti in Jackson, WY📜 DEF coalition letter on developer protections📬 Contact: info@defieducationfund.orgDisclaimer: 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.

Sponsor: This episode of the Law of Code podcast is brought to you by Day One Law, a boutique corporate law firm for founders and funds in crypto. Learn more at ⁠dayonelaw.com⁠.The regulatory winds in Washington have shifted dramatically, and Anchorage Digital has been in the middle of it all. Kevin Wysocki, Head of Policy at Anchorage Digital, joins the podcast to discuss:01:07 – White House crypto report & GENIUS signing02:20 – Anchorage as the first federally chartered digital asset bank03:20 – Stablecoins, de-banking05:08 – Institutional demand post-GENIUS07:03 – Partnering to on-shore stablecoin issuance10:36 – Market structure legislation: custody, vertical integration & yield14:06 – Timeline for Senate and House bills15:58 – Bipartisan engagement on Capitol Hill18:33 – Policy sticking points & compromises ahead20:18 – Market maturity tests & Anchorage’s stance21:48 – Cross-border custody & protecting self-custody23:25 – Taxes, tokenization & national security on the horizon26:22 – Bankruptcy remoteness & why custody mattersKevin is a Capitol Hill veteran, having worked for the House Financial Services Committee, Rep. Andy Barr, and Rep. Tom Emmer, before moving into government affairs at Meta and now leading policy efforts for the first federally chartered digital asset bank.Disclaimer: The information provided in this podcast is for educational purposes only and should not be construed as legal or investment advice.

This episode is brought to you by Day One Law, a boutique corporate law firm helping crypto startups navigate complex legal challenges. Visit ⁠⁠dayonelaw.xyz⁠⁠ to get in touch, or ⁠⁠subscribe to their free newsletter⁠⁠ for crypto legal updates.Show notes: In early August, the Uniswap Foundation proposed that Uniswap Governance adopt a Wyoming-registered DUNA (Decentralized Unincorporated Nonprofit Association). A first-of-its-kind structure for DAOs, the DUNA could be crypto’s LLC moment.Joining me to discuss this development is Brian Nistler, General Counsel of the Uniswap Foundation, and Rodrigo Seira, Special Counsel at Cooley. We discuss what a DUNA is, why Uniswap proposed it, and what it means for governance participants and token holders.Timestamps:01:07 – What a DUNA is and why DAOs need it02:16 – Wyoming's innovation07:14 – Membership without KYC09:22 – Uniswap Governance, not Uniswap Foundation11:25 – Why DUNA is the right fit13:57 – Liability for token holders?17:17 – Preserving Uniswap's decentralization21:13 – Administrators and ministerial agents24:30 – Will courts respect the liability shield?25:59 – Tax obligations and tradeoffs29:37 – Lessons for other DAOs34:04 – How DUNA fits into Uniswap Unleashed35:15 – Where the DUNI proposal stands36:19 – Should non-U.S. projects consider DUNAs?37:43 – Resources to learn moreDisclaimer: Nothing in this podcast is legal advice. Please consult a lawyer for advice specific to your situation.Resources:Uniswap DUNA ProposalMiles Jennings and David Kerr on the DUNA