Law of Code

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 Innovation

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.

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.

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.

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.

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.

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.

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.