jordan
@jordanteague
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Lawyer, coder, musician, mama bear, lover of dinosaurs 🦖
Greenville, SC
Joined November 2008
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Pinned Tweet
Front ends are illegal because they help you access smart contracts.
Google is illegal because it helps you find front ends.
The internet is illegal because it lets you access Google.
Your brain is illegal because that is where your impulse to access the internet originated.
If you follow this reasoning it's absurd -- posting a link to a website that allows people to interact with a smart contract would be "facilitating" per the CFTC. There is no way congress intended the law to be this broad in scope, to hoover up everything and everyone.
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Tennessee DAO LLC vs. Wyoming DAO LLC. Which would I pick?
TLDR: neither.
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hot take: the term "wallet" is a super misleading description of what an EOA actually does
a "wallet" does not "hold" anything; it signs transactions
tokens aren't "in" a wallet; they're glorified databases
misunderstood tech => bad law
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there is literally no point to private blockchains. not only do they fail to deliver on the central promise of crypto -- a ledger you can trust, because no one party can change it -- they are also an incredibly inefficient way to store data
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lawyers who refer to notice by "facsimile" in contracts should be sent to time out to think about what they've done
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Being a lawyer is having a job where you say “it’s been quite a week” at lunch on Monday
Being a lawyer is having a job where at the end of the week you say “oh, it’s been quite a week”, every week. Even the good weeks were “quite a week”. There are no other types of weeks.
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Congrats to the SEC for earning itself ~9-12 grueling months of discovery with one of the largest, most fired up companies in crypto as its sparring partner
We're lucky to have
@iampaulgrewal
leading such a crucial case, for Coinbase and the entire industry 🙏
For the non-lawyers: "we look forward to uncovering more about the SEC's internal views and discussions" roughly translates to "we're about to light them up in discovery" 🍿
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apparently there's a new SEC exemption where you simply declare on CT that your token isn't a security?
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"ban student use of AI" has the same vibes as back in the 90s, when teachers required students to write in cursive instead of typing
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who forgot to tell the IRS about continuous vesting smart contracts? in such cases, one could interpret the law as requiring a payee to file a new form EVERY SECOND.
that's 31,536,000 forms per year - for a single vesting contract.
New crypto tax reporting obligations took effect on Jan 1.
If you receive $10k or more in crypto you now have an obligation to report the transaction (including names, addresses, SS numbers, etc.) to the IRS within 15 days under threat of a felony charge.
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ERC20 token with experimental "poison pill" feature, preventing a wallet from exceeding a specified % of maxSupply. Happy Friday 🎉
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“Ban databases stored on peer to peer networks” sounds like a boring and silly objective but that’s basically what “ban crypto” means
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Careful you don’t memorize any 12 word phrases, or your brain may be deemed a broker
The IRS proposed draft 1099 suggests that non-custodial wallets are brokers… not good for privacy fans!
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🚨CORPORATE TRANSPARENCY ACT FOUND UNCONSTITUTIONAL BY FEDERAL DISTRICT COURT🚨
Yesterday, the Northern District of Alabama held in 𝘕𝘢𝘵𝘪𝘰𝘯𝘢𝘭 𝘚𝘮𝘢𝘭𝘭 𝘉𝘶𝘴𝘪𝘯𝘦𝘴𝘴 𝘜𝘯𝘪𝘵𝘦𝘥 𝘷. 𝘠𝘦𝘭𝘭𝘦𝘯 that the CTA is unconstitutional because Congress lacked the power to
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In game theory terms, SEC treated this like a single game, not infinite games. Was too busy patting itself on the back for this “brilliant” bait and switch to see that it would lose all credibility with future sparring partners.
Remember - almost everything in life is an infinite
Message is clear: $30m buys you about 10 months before the SEC comes around to extort you again. Lawyers can do a lot with $30m but the SEC knows that a real fight will likely cost $100m+, and valuable time. If you can't afford it, get your crypto company out of the US warzone.
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For states considering DAO legislation, I'd encourage approaching the issue from first principles. What problem are we trying to solve? What benefits do DAOs bring to society, and how can we set DAOs up for success through new entity types? Would be glad to discuss - DM me!
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While passed with good intentions, these DAO LLCs are just “opinionated” LLCs that create additional burdens with no apparent benefits. They have also created confusion among non-lawyers (and tbh, many lawyers, too) as to whether standard entity types can work for DAOs.
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We heard some cars were driving over the speed limit so using the highways is hereby illegal
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The year is 2024. when evaluating claims of NFT drop negligence, courts apply a test widely known as the “Yuga factors”
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haven't solidity'd in a bit, so here's a simple royalty streaming contract. tear it apart.
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gm to all the lawyers who put numbers in their contracts without also spelling them out in parentheses for "added clarity." you are the real gangsters of our profession
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A few thoughts on Wyoming DUNAs from a litigator-by-training. TLDR - it's great to have a new structuring option in the toolkit, but make sure you understand how DUNAs work if you're forming, joining, or contracting with one. Now, for the not-legal-advice:
1. If you're planning
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what's the point of making an announcement like this other than market manipulation?
JUST IN: 🇺🇸 SEC warns more charges against crypto & DeFi exchanges are coming.
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the best transactional lawyers, imo, have litigation experience. you know how to build the deals if you know how they fall apart
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Somewhere in the multiverse there’s a world where you go to jail for writing code but walk free for stealing billions
Oh wait… 🌎
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2020: DeFi
2021: NFTs
2022: DAOs
2023: DeSocial
2024: suing the SEC
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it's terrifying to think that in a democracy, the government would flat out make stuff up just to win a TRO - but that's what happened here.
we should not live in a world where this happens, but while we do, it's critical to have good defense lawyers on your team like
@ohaiom
"Fuck the SEC"
I am sure you are used to this sentiment coming from the crypto folks, but what if I told you that it was not, in fact, the crypto crowd that just said this, but rather a federal judge in Utah. Don't believe me? Read on.
For those who have forgotten, among the
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Law school change request: teach future lawyers how to 1. synthesize information (not just understand it) and 2. articulate concepts in TLDR format
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Why stop with blockchains? Let’s shut down the highways because they can’t be KYC’ed and criminals can use them to transport value. We should probably ban mail, too. Oh yeah, and the internet.
if this prosecutor has their way, everyone in crypto will be guilty of some sort of criminal activity
they are trying to make the case that:
1. if you knew that Tornado Cash *could have* been used for illicit activity, you should have gated the smart contract (they don't seem
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TN refers to the entity type as a “decentralized organization,” or “DO.” Note the omission of “autonomous,” which is likely a nod to the reality of how most DAOs actually function.
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if it walks like a stoner cat and quacks like a stoner cat, it is actually an investment contract
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I assure you, real mean are not wasting their time trying to cut down strong, intelligent women to engagement farm on Twitter.
I assure you, real IP lawyers are not wasting their time doing photo shoots and trying to engagement farm on Twitter.
I have a large team of about 14 of them.
This is a joke.
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now Coinbase gets to send the SEC some juicy discovery requests related to their "internal views and discussions"
chess not checkers
Today, the Court decided that our SEC case will move forward on most of the claims, but dismissed the claims against Coinbase Wallet. We were prepared for this, and we look forward to uncovering more about the SEC’s internal views and discussions on crypto regulation. 1/6
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Be skeptical of web3 court alternatives that claim to level the playing field through game theory and anonymity.
For instance, read Kleros Rules 4.4/4.5. How would appeals play out if you were up against a person/company with 100x your wealth?
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gm to all the lawyers who didn't get sanctioned this week for lying to a court
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Gm to all the lawyers who aren’t trying to sell ETH as a “security” through their startup called Prometheum
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every crypto lawyer's calendar should have a recurring time block each morning for reviewing whatever crazy stuff happened in last 12 hours and writing thread on same
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@laurashin
“just write N/A” proves the point that there is no workable registration framework for digital assets
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it feels like I've been DAOing and coding Solidity forever, but turns out it's only been 9 months. web3 moves in dog years. grateful for the journey so far!
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baby lawyer pro tip: when you're writing, ask yourself, what hat should I be wearing right now -- advocate or analyst?
i've read many an internal memo that would've made a brilliant motion for summary judgment, and as such, totally failed to align client expectations with reality
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Tennessee just became the second U.S. state to pass DAO LLC legislation. The statute is basically a CTRL-C of the Wyoming statute, with a few minor differences.
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there is no worse UX than medical billing in the U.S. no clear, comprehensive statement is provided re: what you will owe for a procedure / to whom, and the bills just trickle in over months. no other business could get away with that!
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state bars ~
1. broke: requiring lawyers to attend in-person CLEs because reasons
2. woke: allowing lawyers to fulfill their CLE credit online
3. bespoke: abolishing CLEs because they measure how long you sat in a chair, not how devoted you were to learning
wen
#3
?
happy friday
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That’s why in the choice between a TN DAO LLC and a WY DAO LLC, I’d probably pick neither. While there is no one-size-fits-all solution, there are many time-tested, less-opinionated legal entities out there for DAOs to consider.
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I want to live in a world where lawyers don't hard-code list/section numbering in Word documents
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sent him to a place where he can't hurt crypto, you're welcome 🚀🚀🚀
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You had a dream that someone else traded a stock, you are now a broker
@lex_node
22/ The proposed regs thus interpret "effectuating transfers on behalf of another person" to include providing info that another person might use to effectuate transfers.
That's inconsistent with the statutory text and all historical notions of the broker-customer relationship.
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Popular opinion among crypto lawyers. Don’t underestimate the wisdom developed over hundred years of experimentation in corporate and nation-state governance.
Unpopular(?) opinion:
Pretty much all DAOs should just be run as onchain companies rather than trying to run as hyper decentralized communities.
Leadership and coordination is key in any endeavor that involves groups of humans - we should not shun DAOs for embracing this.
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the hardest skill for a lawyer to hone, imo, is managing information flow to a client. it's not enough to ask the right questions, or give the right answers: if you present them all in a 20-paragraph email, you've created more problems than you've solved.
#lawtwitter
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rare to see an 80-page court order on anything, let alone sanctions.
TLDR: the SEC isn't sorry...it's just sorry it got caught, and now must face the consequences for abusing its power.
"The Commission’s above-discussed conduct constitutes a gross abuse of the power entrusted to it by Congress and substantially undermined the integrity of these proceedings and the judicial process... The operation of the American judicial system rests on the fundamental
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freedom to transact...so long as said transactions are intermediated
Proposed treasury regs for crypto asset 'brokers' just dropped and do indeed explicitly characterize various persons involved in DeFi (including operators of websites that communicate with wallets) as brokers . I'll need to dig in more but it looks pretty bad.
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While WY requires a smart contract to be capable of being “updated, modified or otherwise upgraded,” TN evidently goes a step further, requiring that a smart contract be capable of being “amended.” What does it mean to “amend” an immutable smart contract? No guidance is given.
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while XRP ruling is absolutely a positive development, remember that any district court opinion can be appealed and/or disregarded by other lower court judges. to call it The Law of The Land at this stage would be a stretch, but it's definitely a step in the right direction
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gm to the lawyers spending their Friday billing superhuman hours on Various Litigation Workstreams. you are the heroes of our profession
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If this case gets assigned to Judge Failla, the SEC will be up against her prior reasoning in:
- Risley v. Uniswap, where she made observations about "the automated and noncustodial nature of the Protocol"
- SEC v. Coinbase, where she held that Coinbase's noncustodial wallet app
Today Uniswap Labs received a Wells notice from the SEC
And we're ready to fight
This is the latest political effort to target even the best actors in crypto like Uniswap and Coinbase
All Uniswap products and the Uniswap Protocol are unaffected
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Both TN and WY provide that a DAO can be managed by its members or a smart contract (in WY, “algorithmically managed”). But neither statute explains what that means. If a smart contract requires a vote to execute transactions, is the DAO member managed or smart contract managed?
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gm to the lawyers who absolutely crushed it in yesterday's Financial Services Subcommittee Hearing
the future of crypto in the U.S. depends on champions like you
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oh good, Gary issued a cease and desist against a company that ceased operating in 2021. i feel protected
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not often that a federal judge says something like this. slaying mediocrity matters.
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@Drew_Morris
I couldn’t even stand my own half-decent-yet-corporatey firm website so I made this instead:
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remember that time friend tech rebranded their "shares" to "keys" because lawyers?
SEC just charged Impact Theory over their NFTs, called "Founder's Keys"
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In both TN and WY, a DAO LLC dissolves if the DAO does not “approve” proposals or “take any actions” for a year. What happens if a DAO votes on, and denies, proposals during that year? What does it mean to "take any actions" - would Discord community activity count? Unclear.
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law firm partners --
broke: sending messages to your associates on weekends
woke: using delay-send to message your associates on weekends
bespoke: setting a good example for your associates by not working on weekends
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Ultimately, it’s encouraging to see states recognize the economic and cultural value of DAOs through legislation. But these statutes are solutions in search of problems.
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TN's definition of “smart contract” seems more on point than WY's, describing an “event-driven computer program” rather than an “automated transaction.”
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Receiving a random transfer of crypto would not even be covered by the rule, which applies to transfers received in connection with a trade or business.
You’re welcome, Satoshi.
Someone just sent Satoshi's genesis wallet $1.2 mil. in BTC.
Why?? The only thing that makes any sense is that the sender is flushing Satoshi out.
Under the new IRS rules, you have to report any receipt of crypto over $10k. So, Satoshi has to dox himself, OR break the law.
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In both TN and WY, the default rule is a “quorum” - how many votes must be cast for a vote to be valid - is a majority. Given that DAO voting participation is typically low, this default rule feels unworkable.
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tip for baby lawyers working with senior lawyers: 1. give the TLDR, but then 2. show your work, just like in 5th grade math class.
= happy senior lawyer
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what if a witness had to change their testimony if compelled by the gov't?
that's the IL crypto bill, which would force validators to pretend txns never occurred if ordered by a court.
blockchain validators aren't custodians, they're witnesses to noncustodial transactions.
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Imagine if the SEC had to cough up $2500 each time they mislabeled something a security
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UPDATE: FinCEN now claims that it is only prohibited from enforcing the CTA *against the specific parties to the case* 🤡 🤡🤡
@SecYellen
you didn't go to law school so i'll give you a pass and fill you in: if a law is unconstitutional, you can't enforce it against ANYONE
🚨CORPORATE TRANSPARENCY ACT FOUND UNCONSTITUTIONAL BY FEDERAL DISTRICT COURT🚨
Yesterday, the Northern District of Alabama held in 𝘕𝘢𝘵𝘪𝘰𝘯𝘢𝘭 𝘚𝘮𝘢𝘭𝘭 𝘉𝘶𝘴𝘪𝘯𝘦𝘴𝘴 𝘜𝘯𝘪𝘵𝘦𝘥 𝘷. 𝘠𝘦𝘭𝘭𝘦𝘯 that the CTA is unconstitutional because Congress lacked the power to
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Today I learned that converting ETH to a token that represents ETH (ex., aETH) may be a taxable disposition
I hate tax law
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The neighborhood lemonade stand now requires AML screening for all new customers
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Sometimes I step away from my laptop for an hour during a high profile court hearing involving the SEC and return to 400 unread messages just to feel something
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Getting the Campbell Teague band together in NYC for Brown Rudnick’s blockchain conference
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if you want to see the opposite of "arbitrary and capricious" reasoning, read Judge Failla's opinion in the Uniswap class action. great outcome for all the devs out there who deserve to innovate against a backdrop of a fair, predictable legal system.
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cryptolawyers are all taking a long lunch today to read the Coinbase TOS and research emotional distress damages
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Lawyer cringe of the day (and it's only 9am):
For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"
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Millennial/Gen Z lawyers will make fun of old school dictation recorders but then send a 4 minute voice text instead of going to therapy
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Dear
@GaryGensler
, if you're going to ruin our Thursday, can you at least spare us the dad jokes
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Baby lawyers: your job is to spend hours synthesizing all the info into a couple sentences that partner/client can digest and act on in a couple minutes (or seconds). There are no shortcuts
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if you had 5 minutes to sell the crypto movement to a room full of lawyers who think it's all a scam, which positive use cases would you highlight?
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Given recent developments with TC, privacy is top of mind more than ever in the crypto space. As such, there’s an issue U.S. crypto lawyers need to be considering, which may impact the privacy of client payments made in crypto starting in January 2024. 🧵
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writing and deploying smart contracts is what led me to transition my law practice to crypto
I think every attorney should get the opportunity to draft and deploy an immutable contract on a blockchain. It is most certainly a vibe. And will change their impression of the work.
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from a litigator's perspective: "service by token" is interesting, but not sure it moves the needle. if you serve an anon defendant and they don't respond, you get a default judgment...but will you be able to extract any real recovery?
a fascinating and, I assume, first-of-its-kind court order authorizing service of process to a John Doe defendant's Ethereum address via "Service Token" containing a hyperlink to the Order.
Tracked link. Service presumably deemed to occur if/when clicked
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reading software licenses written by non-tech-savvy lawyers is the good laugh i need on a monday
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He's not wrong. Yet another issue is knowing *how* to choose the right outside counsel.
@lund_dane
wrote a killer piece on that topic a couple years ago that I highly recommend all web3 founders read.
There's high demand from web3 founders for good outside counsel, but low supply.
There are some great lawyers in private practice, but not nearly enough; all are very expensive; the best are too busy for new clients; and some are held back by risk-averse firms.
Huge market gap.
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There should be no reason for the government to “play dirty” in litigation, when their objective is ostensibly the pursuit of justice, not a political agenda.
Key word: ostensibly
The DOJ's opposition to Roman Storm's motions to dismiss and suppress evidence in the Tornado Cash case is filled with technical inaccuracies, obvious disdain for privacy and emerging technology, and misapplication of the law.
The TLDR of the opposition is: look at our really
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