Afleveringen
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If the law were truly “technology-neutral,” what would that look like in practice for a P2P securities transaction via smart contracts?
In this episode, Jacob Robinson is joined by Tuongvy Le (@TuongvyLe12), who has served as General Counsel of Anchorage Digital, Partner and Head of Regulatory and Policy at Bain Capital Crypto, and Deputy GC and Compliance Officer at Worldcoin. She also spent almost six years at the SEC as Senior Counsel in the Division of Enforcement and Chief Counsel of the Legislative and Intergovernmental Affairs Office.
Together, they discuss her recent Fortune article on why the SEC needs to take a hands-off approach to peer-to-peer transactions (link) and market structure history and regulation (link).
Timestamps:
➡️ 00:00 Intro
➡️ 0:46 Sponsor: Day One Law
➡️ 03:43 Peer-to-Peer Transactions: Analog vs. Digital
➡️ 06:36 The Intersection of DeFi and Securities Law
➡️ 12:40 Industry Self-Regulation and Best Practices
➡️ 15:40 Understanding Market Structure: A Historical Context
➡️ 24:31 Designing a New Market Structure for Crypto
➡️ 32:25 The SEC's Evolving Stance on Crypto InnovationThis episode is brought to you by Day One Law — a boutique law firm helping crypto startups navigate complex legal challenges. Visit https://www.dayonelaw.xyz/ to get in touch.
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.
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In this episode, Jacob Robinson is joined by Dr. Chris Brummer (@ChrisBrummerDr), Professor of Financial Technology at Georgetown Law and Founder & CEO of Bluprynt, an AI and blockchain-powered platform for automating regulatory disclosures.
Together, they unpack the SEC’s recent statement: Offerings and Registrations of Securities in the Crypto Asset Markets — a document that some say could mark a paradigmatic shift in the agency’s approach to digital asset regulation. We also discuss his article on this guidance.
Timestamps:
➡️ 00:00 Intro
➡️ 0:46 Sponsor: Day One Law
➡️ 01:37 What is Bluprynt?
➡️ 07:32 Why this SEC guidance is timely and valuable
➡️ 09:41 The SEC is paying down regulatory debt
➡️ 16:03 Smart contract disclosures
➡️ 18:40 The investment contract question
➡️ 21:25 How projects can navigate this paradigm shift
This episode is brought to you by Day One Law — a boutique law firm helping crypto startups navigate complex legal challenges. Visit https://www.dayonelaw.xyz/ to get in touch.
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.
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Zijn er afleveringen die ontbreken?
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In this conversation, Jacob Robinson and Amanda Tuminelli, Executive Director of the DeFi Education Fund, delve into the criminal code provision punishing unlicensed money transmitting businesses, why this is relevant for developers of non-custodial crypto projects, and how a recent memo from the Department of Justice on ending “the regulatory weaponization against digital assets" might not have gone far enough.
Timestamps:
➡️ 00:00 Intro
➡️ 0:46 Sponsor: Day One Law
➡️ 01:05 What is Section 1960 and how does it impact crypto developers
➡️ 03:42 What case law tells us about Section 1960
➡️ 06:11 How money transmitting and money service businesses are defined
➡️ 09:14 The DOJ's memo on ending regulation by enforcement against crypto
➡️ 13:40 The charge at the heart of the Tornado Cash and Samurai Wallet cases
➡️ 18:48 Tornado Cash sanctions and OFAC's delisting: Not exactly as advertised
The DeFi Education Fund is hiring! You can learn more about their open positions here: https://www.defieducationfund.org/jobs-internships
This episode of the Law of Code podcast is brought to you by Day One Law — a boutique corporate law firm founded by recurring guest (and friend of the show) Nick Pullman. Nick and his team at Day One provide strategic legal counsel to startups, crypto projects, and Web3 innovators. Visit https://www.dayonelaw.xyz/ get in touch.
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.
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Jacob Robinson and Larry Florio delve into the SEC's recent statement on stablecoins and how SEC staff applied the Reves and Howey tests to determine whether stablecoins are considered securities.
Show highlights:
[2:00] What this statement means for lawyers
[3:30] When stablecoins aren't securities
[7:00] The platonic ideal of a stablecoin
[11:00] Applying the Reves test to Covered Stablecoins
[18:00] Applying the Howey test to Covered Stablecoins
[25:00] The new-look SEC
& 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.
This episode of the Law of Code podcast is brought to you by Day One Law — a boutique corporate law firm founded by recurring guest (and friend of the show) 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.
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Josh Lawler is a partner at Zuber Lawler, where he leads the firm’s Emerging Technologies Group with a particular emphasis on blockchain technology. Josh previously practiced as a corporate securities and M&A attorney at Skadden, Arps.
Jener Sakiri is an associate at Zuber Lawler and focuses on transactional and regulatory matters. He often works with clients involved in blockchain technology. He was previously the Chief Legal Officer of Niftify, a white label NFT marketplace solution for small-medium businesses.
Show highlights:
[3:52] Securities and crypto
[9:05] "crypto contracts" and U.S. regulation
[23:00] Realistic options for raising $1 million-plus
[24:57] The market
[26:34] A new regulatory framework for the advent of decentralized exchanges
[33:05] Banning the tools such as Tornado Cash.
& 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.
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Nick Pullman (@NickPullmanEsq) is Corporate Counsel and founder of Day One Law Corporation, where he provides legal solutions for tech startups and investors. Nick was previously head of legal at an NFT startup and an associate at Cooley and DLA Piper.
In this conversation, we cover:
[2:53] Nick's introduction to Bitcoin
[7:33] What's market: SAFEs, SAFTs
[19:39] Other methods of raising capital Nick's seeing
[24:21] Token grants
[32:47] Entity structuring
& 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.
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Bill Hughes (@BillHughesDC) is Senior Counsel & Director of Global Regulatory Matters at Consensys Software, which is behind MetaMask, Infura, and various other software supporting the programmable blockchain ecosystem.
For more on Bill’s background, I recommend episode 74 of Law of Code. This conversation is focused on the lawsuit Consensys brought in Texas federal court.
Show highlights:
[2:53] SAB 121, FIT 21 bill
[9:51] Accepting crypto in Washington
[15:26] The Ethereum ETF
[26:38] Democrat support for crypto?
[36:47] Consensys' lawsuit against the SEC
[44:20] What MetaMask offers users
& 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. -
This conversation with two lawyers — Samir Patel and David Kuhn — and an entrepreneur who goes by OnlyLarping covers all aspects of Karate Combat, a novel form of sports league that is betting heavily on crypto.
Show highlights:
[2:51] What is Karate Combat?
[7:26] Implementing token governance
[13:11] Crypto and sports
[19:34] Why they believe it is not gambling
[32:49] Plans for Consensus 2024
& 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 attorne -
Recently, the Blockchain Association (BA) and the Crypto Freedom Alliance of Texas (CFAT) filed a lawsuit against the Securities and Exchange Commission seeking a court order to strike down the SEC’s Dealer Rule due to the SEC’s various Administrative Procedure Act (APA) violations including preventing industry participants from being able to operate under clearly communicated rules and a lack of a fair and transparent rulemaking process.
This conversation covers that lawsuit and much more.
Marisa Tashman Coppel (@mtcoppel) is Head of Legal at the Blockchain Association and Laura Sanders is Policy Counsel at the Blockchain Association. Both play a critical role in developing and advocating for policy positions on behalf of the crypto industry while managing long-term legal projects and strategic litigation.
[1:47] The trend of litigation in the crypto space.
[7:16] Remedies available for the crypto industry.
[13:46] Definition and interpretation of the statutory term "dealer."
[19:42] The impact of expanding the definition of "dealer."
[27:04] Why sue the SEC?
[33:46] The "ecosystem" argument, examined
& 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. -
Justin Wales (@bitcoin_wales) is the Head of Legal for the Americas at Crypto.com. Before going in-house, he was a partner at the international law firm K&L Gates, where he represented crypto companies in all aspects of their business.
His new book, The Crypto Legal Handbook, is a must-read guide through the laws of crypto, web3 and an ever-decentralizing world. I had an opportunity to read it prior to this conversation — and loved to see the Law of Code podcast mentioned — so this podcast will cover why he wrote the Handbook and what’s inside this essential primer for anyone working in the industry, as well as his unique background.
You can order The Crypto Legal Handbook here.
[1:45] Why Justin wrote the book
[3:30] Regulatory principles
[6:30] Two assets that can't be commodities
[8:00] Commodities vs securities
[11:00] History behind a "security"
[17:00] What Justin learned from writing this book
& 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.
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Today’s podcast covers the case of Roman Sterlingov, a 33-year-old Swedish-Russian national, was arrested by Internal Revenue Service criminal investigators at the Los Angeles airport and was accused of creating and operating Bitcoin Fog, a bitcoin “mixing” service that the US Justice Department claims Sterlingov used to enable $336 million in money laundering.
I’m joined by J.W. Verret, an Associate Professor at George Mason and an expert witness who testified in the case, and Roman’s defense counsel: Tor Ekeland, a trial and appellate lawyer known for representing hackers and white collar defendants, as well as Michael Hassard, an Associate with Tor Ekeland Law.
[2:05] The history of Bitcoin Fog
[4:19] Why Roman Sterlingov was investigated
[10:24] The charges against Roman
[12:00] Universal jurisdiction
[19:40] Blockchain tracing as expert evidence.
[32:07] The policy framing of money laundering and crypto
[38:18] Financial privacy
[48:00] Roman's life since the charges
& much more.
You can contribute to the defense fund at the website for Tor Ekland Law.
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.
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The DeFi Education Fund and co-plaintiff Beba, an apparel company based in Texas, recently filed a pre-enforcement suit challenging the SEC’s regulation by enforcement approach to crypto and their policy that free airdrops are securities transactions.
Amanda Tuminelli serves as the DeFi Education Fund's chief legal officer where she leads the organization's impact litigation and policy efforts.
Jake Chervinsky recently joined Variant as Chief Legal Officer, where he leads the firm's legal team, and works closely with portfolio founders to overcome the regulatory hurdles holding them back. He’s a board member for the DeFi Education Fund.
Show highlights:
[1:04] Facts and background.
[3:36] Why bring a pre-enforcement action?
[8:02] Free airdrops under existing securities laws.
[13:12] Challenging the SEC's rules.
[22:11] If DEF and Beba win the case, what's next?
& 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.
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After the DEF submitted an amicus brief in the Roman Storm matter, which involves Tornado Cash, I spoke with the two authors:
Amanda Tuminelli serves as the DeFi Education Fund's chief legal officer where she leads the organization's impact litigation and policy efforts.
Jake Chervinsky recently joined Variant as Chief Legal Officer, where he leads the firm's legal team, and works closely with portfolio founders to overcome the regulatory hurdles holding them back. He’s a board member for the DeFi Education Fund.
Show highlights:
[1:32] Roman Storm and Tornado Cash
[10:53] The role of the DEF in matters like this
[13:31] Three theories of criminal liability for software developers
[18:50] Why the government brought this case
[22:18] Terminology: Property interests, possession, control
[23:07] The future of this case
& much more.
Mentioned: Cravath paper on control.
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.
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Co-founded by longtime cryptolawyers Gabriel Shapiro and Alex Golubitsky, the mission of MetaLeX (which means beyond law) is to combine legal structures and autonomous tech to create best-in-class solutions serving DAOs, devs, and internet denizens with a suite of interoperable autonomous law solutions, which they refer to as MetaLeX OS.
The goal is a bold one: Separate law from nation-states in a manner similar to how Bitcoin separates money and Ethereum finance from nation-states.
[1:14] What is MetaLeX?
[6:16] BORGs, explained.
[8:12] BORG vs. DAOs.
[15:55] Cybernetic law.
[25:36] Expecting the law to act in appropriate, equitable manner.
[31:36] Autonomous code and the future.
[35:36] What is "deal technology" an how is it used
[42:15] Learnings from bridging the gap between the code and the law.
& 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.
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Stéphane Daniel (@stephdan_law) is a Partner at d&a partners, an independent law firm dedicated to tech and blockchain entrepreneurs in France and the EU. Stéphane advises high-tech firms with their structuring, fundraising, and M&A transactions. He was notably involved in the first legal structuring (under French law) of DAOs and regularly advises companies on equity, debt, token, or hybrid fundraising and M&A transactions involving blockchain companies.
Show highlights:
[4:01] Legal consequences of turning on UNI's fee switch
[15:02] A different approach: veCRV
[18:59] Examining the differences between the veCRV, CRV and UNI proposal
[32:22] The importance of decentralization under EU law
[36:50] What non-EU projects should know about MiCA
[40:38] Stephane's genesis block
[47:26] Habits and advice
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.
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Chris Giancarlo (@giancarloMKTS) is senior counsel and Co-Chair of the Willkie Digital Works practice in the firm’s New York office.
Chris served as the thirteenth Chairman of the U.S. CFTC, where he oversaw regulation of the futures, options and swaps derivatives markets.
During his tenure at the CFTC (2014-2019), Chris oversaw the first bitcoin futures products entering the marketplace. He’s also published a book, CryptoDad: The Fight for the Future of Money, which I highly recommend.
Show highlights:
[1:14] Digital based monetary systems
[16:25] Writing guides for entrepreneurs
[26:06] Leading the CFTC
[31:18] Gensler, the SEC and the CFTC
[35:36] Why embrace Blockchain?
[1:05:17] Activity-based regulation
& 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.
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Eric Hess (@hess_legal) is Founder & Managing Counsel at Hess Legal Counsel, a cybersecurity SaaS platform and consulting company, and hosts The Encrypted Economy podcast.
In this episode, we’ll be exploring his recent paper Bridging Policy and Practice: A Pragmatic Approach to Decentralized Finance, Risk, and Regulation. For Part 1, a history of securities regulation in the US, see our prior episode #122.
Show highlights:
[1:30] Surprising insight about securities regulation
[4:30] 2022 White House executive order
[11:30] The real reason(s) why crypto projects can register with the SEC
[17:00] Why the same risk, same rules philosophy is wrong
[26:30] Solutions to problems posed by blockchain
[36:00] What Eric has changed his mind on
& 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.
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Primavera De Filippi is a Director of Research at the National Center of Scientific Research (CNRS) in Paris, Faculty Associate at the Berkman Klein Center for Internet & Society at Harvard University, and Visiting Fellow at the Robert Schuman Centre for Advanced Studies at the European University Institute.
Her research focuses on the legal challenges and opportunities of blockchain technology and artificial intelligence, with specific focus on governance and trust. Primavera is the author of the book “Blockchain and the Law,” published in 2018 by Harvard University Press (co-authored with Aaron Wright).
Show highlights:
[1:00] Genesis block
[3:00] Copyright law in the digital world
[15:00] Metabirkin case
[20:00] Code as law
[30:00] Moral values
[34:00] Blockchains and the Law
[39:00] Blockchain-based life forms (Plantoids)
& much more.
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Jeffrey T. Dinwoodie is a partner at Cravath, Swaine & Moore, and a member of the firm’s Financial Institutions Group. He has served in senior roles at the SEC and the U.S. Treasury Department, including as Chief Counsel to SEC Chairman Jay Clayton and, earlier, as Chairman Clayton’s Trading and Markets Counsel.
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.
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Rebecca Rettig, Michael Mosier and Katja Gilman published their paper, Genuine DeFi as Critical Infrastructure: A Conceptual Framework for Combating Illicit Finance Activity in Decentralized Finance and a summary two-pager. This paper proposes a framework (see Section III) to effectively detect, deter and prevent illicit financial activity in DeFi, while preserving the technology as permissionless, neutral infrastructure.
This podcast is an audio version of the paper, along with key takeaways and points made within it.
[1:40] Overview of the paper
[9:00] Current AML and CTF regime in America
[18:00] Sanctions
[23:00] DeFi and illicit finance
[26:00] Framework for the future of DeFi
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