Law of Code

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

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.

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

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.

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?

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:

📓 GENIUS Act

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

✉️ J.W. Verret’s Rebuttal 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.

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.

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:

📄 Cahill Client Alert: IRS and Treasury Issue Safe Harbor for Staking by Crypto ETPs

🎧 Previous episode with Jason Schwartz (#151)

🌐 CahillNXT

💼 Jason on X: @CryptoTaxGuyETH

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.

In this episode, Jason Gottlieb, Chair of Morrison Cohen’s Digital Assets Department and White Collar & Regulatory Enforcement Practice Group, breaks down the litigation trends shaping crypto today.

Timestamps:

➡️ 0:44 — Why litigation is shifting from regulators to private disputes

➡️ 3:37 — Statute of limitations: the five-year vs. ten-year reality

➡️ 8:14 — Inside the revamped Morrison Cohen Crypto Litigation Tracker

➡️ 12:41 — How judges are learning (and misunderstanding) crypto

➡️ 18:03 — The importance of amicus briefs in crypto cases

➡️ 20:52 — Stablecoin-freezing disputes and why issuers keep getting dragged in

➡️ 26:41 — Jurisdiction battles: extraterritoriality, comity & serving by NFT

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: Morrison Cohen Crypto Litigation Tracker: cryptotracker.morrisoncohen.com

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.

In this episode, Jacob is joined by DoubleZero’s General Counsel, Mari Tomunen, and Cooley’s Connor Tweardy to unpack the U.S. SEC’s Division of Corporation Finance’s landmark no-action letter to DoubleZero, a decentralized physical infrastructure (DePIN) project that became the first crypto initiative in over five years to secure such relief.

Timestamps:

➡️ 01:20 – Why DoubleZero engaged with the SEC

➡️ 03:00 – Communicating DePIN to regulators

➡️ 04:40 – Making decentralization “lawyer-friendly”

➡️ 07:00 – Why the token's status was crucial

➡️ 08:20 – Compliance by design

➡️ 10:00 – The DoubleZero Foundation’s role

➡️ 11:45 – How the SEC evaluated “managerial efforts”

➡️ 13:20 – How an international footprint shaped dialogue with regulators

➡️ 15:30 – Lessons for other projects

➡️ 18:00 – The SEC’s “efforts balancing” test

➡️ 22:00 – Why discretionary control and passive income models raise red flags

➡️ 26:00 – Designing compliance into your protocol

➡️ 30:00 – Advice for teams pursuing regulatory clarity

Sponsor: Day One Law. ⁠⁠ 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:

No-Action Letter: https://www.sec.gov/files/corpfin/no-action/doublezero-final-conformed-092625.pdf

Cooley LLP's blog post: https://www.cooley.com/news/coverage/2025/2025-09-29-doublezero-secures-no-action-relief-from-sec

Disclaimer:

The information in this podcast is provided for educational and informational purposes only and should not be construed as legal advice. Listening to this episode or contacting the guests does not create an attorney-client relationship. For advice regarding your specific situation, please consult your own legal counsel.

Joris Delanoue, Co-CEO of Fairmint, joins the podcast to discuss how his SEC-registered transfer agent has already issued and managed over $1B of equity on-chain. We explore the legal distinctions between mirrored tokens and natively on-chain securities and how compliance can be built directly into smart contracts.

Timestamps:

➡️ 00:00 — Intro

➡️ 00:46 — Sponsor: Day One Law

➡️ 01:09 — Why bring equity on-chain?

➡️ 04:28 — Turning cap tables into smart contracts

➡️ 09:39 — Registering as an SEC transfer agent

➡️ 12:28 — How blockchain changes the “source of truth”

➡️ 16:09 — Fixing accredited investor rules

➡️ 22:26 — Compliance by automation vs. intermediation

➡️ 26:38 — Lessons from the Paperwork Crisis

➡️ 28:40 — Addressing human error

➡️ 30:20 — Protecting ownership in a tokenized world

➡️ 32:02 — What’s next for Fairmint

& more.

Sponsor: This episode is brought to you by ⁠Day One Law⁠ — a boutique law firm helping crypto startups navigate complex legal challenges.

Resources:

📜 Open Cap Table Coalition

Follow Joris on X: @Joris_DLN

🗒️ On-chain accreditation

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 Consulting

Disclaimer: 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: [email protected]

Disclaimer: 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.