Law of Code

Eric Richmond (@ericrichy) is the Chief Operating Officer at Coinsquare and a Co-Founder and Director at Tetra Trust Company. In this episode, we discuss consolidation in the Canadian crypto space (Coinsquare, WonderFi and CoinSmart), Coinsquare's IIROC Membership, Tetra Trust custody solution & much more. [1:33] Consolidating three crypto asset exchanges [9:30] IIROC membership [18:00] Tetra Trust & cold storage [27:00] Bear markets [30:00] Bailment & much more. 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.

Carla L. Reyes (@Prof_CarlaReyes) is an Assistant Professor of Law at SMU Dedman School of Law. Professor Reyes is a nationally recognized leader on issues raised by the intersection of business law and technology. Professor Reyes was appointed the Chair of the Texas Work Group on Blockchain Matters in September 2021. The work group is charged with considering policy priorities related to blockchain technology in Texas. Professor Reyes was also named an American Bar Foundation Fellow in June 2021 and named one of the Women of Legal Tech 2020, an honor bestowed by the American Bar Association Legal Technology Resource Center. Professor Reyes currently serves as the Research Director for the Uniform Law Commission’s Technology Committee, an Associate Research Director of the Permanent Editorial Board of the Uniform Commercial Code, an Expert Member of the UNIDROIT Work Group on Private Law and Digital Assets, and an Expert Member of the UNIDROIT Work Group on Best Practices for Effective Enforcement. Professor Reyes also contributed to the Uniform Law Commission and American Law Institute 2022 Amendments to the Uniform Commercial Code. Show topics: 2022 UCC Amendments Emerging Technology's Unfamiliarity with Commercial Law Moving Beyond Bitcoin to an Endogenous Theory of Decentralized Technology Regulation: An Initial Proposal Distributed Governance If Rockefeller Were a Coder & much more. 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.

The Proof of Stake Alliance (POSA) is an action-oriented, nonprofit industry alliance advocating for forward-thinking public policies that foster innovation in rapidly growing, sustainable, multi-billion dollar proof-of-stake ecosystems. POSA brings together industry leaders and legal experts to fight for fair regulation that allows the industry to flourish. Guests include: Alison Mangiero (@AMangiero) is the Executive Director of the Proof of Stake Alliance.  Alexander Grieve (@AlexanderGrieve) is Vice President in Tiger Hill Partners’ government relations practice.   Justin Browder (@jlb410) is a partner in Willkie's Asset Management Department and Co-Chair of the Willkie Digital Works practice.  Michael Selig (@MikeSeligEsq) is counsel in the Asset Management Department and a member of the Willkie Digital Works practice. The Proof of Stake Alliance recently published legal/regulatory white papers on liquid staking. Liquid staking is a technological solution that provides liquidity and increased capital efficiency for participants in proof of stake blockchain networks; users who stake their cryptoassets receive transferable Receipt Tokens that evidence ownership of (i) the staked cryptoassets, and (ii) Network Rewards that accrue in respect of such staked cryptoasset.  The papers represent the first public legal research and analysis of liquid staking tokens under U.S. federal securities, commodities, and tax law, with the aim to resolve key legal questions around the regulation & taxation of liquid staking in the U.S. Papers: U.S. Federal Securities and Commodity Law Analysis of Liquid Staking Receipt Tokens U.S. Federal Income Tax Analysis of Liquid Staking 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.

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.

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. 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.

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. 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.

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. 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.

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. 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.

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: The United States Court of Appeals for the DC Circuit / YouTube Self-Regulatory Organizations; NYSE Arca, Inc.; Order Disapproving a Proposed Rule Change, as Modified by Amendment No. 1, to List and Trade Shares of Grayscale Bitcoin Trust under NYSE Arca Rule 8.201-E (Commodity-Based Trust Shares) / SEC GBTC discount narrows following arguments in Grayscale-SEC lawsuit / Yahoo Grayscale Appears To Win Opening Salvo in Bitcoin ETF Case vs SEC / Blockworks Judges Express Skepticism of SEC Arguments in Grayscale Bitcoin ETF Hearing / CoinDesk @JSeyff @NYCStein @xethalis 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.

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. 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.