Episodes
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Josh Lawler is a partner at Zuber Lawler, where he leads the firmâs 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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Episodes manquant?
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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 Billâs 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 â Samir Patel and David Kuhn â 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 SECâs Dealer Rule due to the SECâs 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 (@â mtcoppelâ ) 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 â and loved to see the Law of Code podcast mentioned â so this podcast will cover why he wrote the Handbook and whatâs 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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Todayâs 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 âmixingâ service that the US Justice Department claims Sterlingov used to enable $336 million in money laundering.
Iâm joined by J.W. Verret, an Associate Professor at George Mason and an expert witness who testified in the case, and Romanâs 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 SECâs 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. Heâs 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. Heâs 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 firmâs 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. Heâs 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, weâll 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 âBlockchain and the Law,â 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 firmâs 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 Claytonâs 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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On August 4, 2023, Coinbase filed a brief in support of its motion to dismiss the SEC's lawsuit. This podcast provides an audio version of the brief, along with key takeaways and points made within it.
Show highlights:
[1:00] Preliminary Statement
[6:30] Background on the SEC's charges
[11:30] Coinbase's argument for dismissal
[13:00] Because the complaint alleges no contractual undertaking beyond the point of sale, no investment contract is pleaded
[22:00] The SEC misreads Howey in asserting that a scheme without a contractual undertaking will suffice
[29:00] Recent cases do not support the SEC's efforts to use scheme as an escape hatch from statutory text
[33:00] The SEC's effort to portray a simple asset sale as a security is an unprecedented stretch
[41:00] Any future value that token purchasers on Coinbase and through Prime may hope to reap is not in the profit, income or assets of the issuers business
[42:00] The Major Questions Doctrine compels rejection of the SEC's construction of investment contract
[49:00] Coinbase is entitled to judgment on the claim that it acts as an unregistered broker through Wallet
[50:00] Coinbase is entitled to judgment on the claim that its staking services constitute unregistered securities
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Joshua B. Sterling is a Partner at Jones Day where he represents financial services, energy, fintech, agriculture and other companies in matters before the CFTC, the SEC, and other financial regulators. A former senior regulator, Josh was previously the Director of the CFTCâs Market Participants Division. In that role, he oversaw the 3,300 financial firms worldwide registered with the CFTC to participate in the global derivatives markets.
Show highlights:
[1:00] Josh's introduction to Bitcoin
[5:00] BitMEX case
[11:00] 2008 financial crisis
[16:00] Finance and Web3
[20:00] Role of CFTC in crypto
[25:00] Role of the SEC
[29:00] How to improve the SEC's results
& much more.
We also discuss the book The Price of Time: The Real Story of Interest.
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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Elliott Z. Stein (@NYCStein) is a Senior Litigation Analyst at Bloomberg Intelligence. He previously worked in private practice on structured finance/capital markets litigation, white-collar crime and related capital markets matters.
Show highlights:
[1:30] Attending Coinbase hearing on Jan 17
[6:00] Why Elliott expects Coinbase to win
[12:00] Judge Failla's concern with the SEC's position
[16:00] SEC's strongest arguments
[18:00] When to expect a decision
[20:00] Supreme Court narrowing Howey
[23:00] What surprised Elliott about the Coinbase strategy
[27:00] Ripple case
[31:00] Elliott's career
& much more.
Show links:
Elliott's 2024 Outlook Elliott's PodcastDisclaimer: 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. Eric has over twenty years of experience acting as senior in-house counsel, general counsel or senior management for exchanges, broker dealers, and financial services technology providers.
In this episode, weâll be exploring his recent paper Bridging Policy and Practice: A Pragmatic Approach to Decentralized Finance, Risk, and Regulation.
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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