DISCLAIMER: As my ENS address clearly states, I am not your lawyer. Nothing herein should be construed as legal advice. The material published below is intended for informational, educational, and entertainment purposes only. Please seek the advice of counsel, and do not apply any of the generalized material below to your individual facts or circumstances without speaking to an attorney.

You, me, and corporations are legal persons. We are legible to the state. They can see us, they know which rules to apply, they know whose throat to choke if things go wrong.

In contrast, most DAOs today are unable or unwilling to pursue legal personhood by incorporating or “wrapping” their DAO in one or more corporate entities, either because they see no reason or they never even think about it.

DAOs may choose to remain illegible to the state, but they are not invisible. The state can see them, but they have no idea how to interact with them. They can't impose their rules efficiently or effectively, and there's no obvious throat to choke when things go wrong. Bureaucracies cannot do their jobs if they don’t know which rulebook to apply, so when faced with the illegible they reach for as many books as they can find—and, when threatened, throw all of them.

Illegibility is risky, but so is legibility. Navigating that tradeoff is at the heart of risk management for illegible enterprises. How to strategically use legal entities is a critical threshold issue for every DAO.

Most corporate lawyers can help you figure out the right structure for you, and I recommend all founders work closely with counsel early in the DAO structuring process. Many guides have been written explaining the different utility of Delaware Corporations, Wyoming DAO LLCs, Cayman Foundation, Guernsey Purpose Trusts, Unincorporated Nonprofit Associations, and so on.

But in order to understand what structure is appropriate for their DAO, founders must first figure out how “decentralized” and “autonomous” the organization is today and wants to be in the future. Based on the vision, values, and purpose of the DAO, one of three structural archetypes will be appropriate:

1. Wrapper. A DAO is fully wrapped in a corporate entity where every DAO member is a shareholder or member of, or in privity of contract with, at least one corporation holding DAO assets.

2. Ecosystem. A DAO can maintain an ecosystem of corporate entities that fall into two broad categories: what I call D-Corps, which function as any other DAO member; and Bridge-Corps, which are deployed to solve a narrow and defined legal, financial, or political issue.

3. No Corporate Structure. A DAO can unplug entirely from the legacy legal-financial protocol, living the dream of true decentralization and autonomy.

DAOs can move between some or all of these archetypes throughout their lifecycles.

“Fully Wrapped” DAOs, aka Automated Companies

DAOs that can be fully wrapped are neither decentralized nor autonomous.

Any DAO that can be fully “wrapped” by one or more legal entities is, from the state’s perspective, indistinguishable from a traditional enterprise. By defining a comprehensive corporate structure, the DAO subordinates itself to states which can, in their sole discretion, “unwrap” the DAO by ignoring (or revoking) legal personhood and piercing the corporate veil to hold DAO contributors liable.

This is why every single well-intentioned DAO LLC law, from Wyoming to the Marshall Islands, is ultimately doomed to fail. DAOs are exposed to legal risk because they are incompatible with the state-run protocol underlying today’s legal and financial systems. DAOs are not backwards-compatible. Legislative patches might fix certain discrete problems, but any solution that relies on a centralized state-actor necessarily sacrifices the definitional values of decentralization and autonomy.

To be clear: there is nothing wrong with traditional enterprises, and nothing wrong with building your business on the traditional legal-financial protocol! Not all organizations should be DAOs. Hierarchical command structures can be far more effective than democratic communities at executing on a vision, bringing a product to market, and coordinating complex behavior across time and space. Delaware corporate law has been honed for decades into the world’s best corporate regulatory regime, powering the most successful economy in history to date. No shame in playing that game.

Some of traditional enterprises call themselves DAOs because they use tokenization and smart contracts to automate their administrative and governance functions. When a manufacturing company automates its assembly line by replacing workers with robots, that fact alone provides no reason to modify the corporate structure; a similar logic applies to software companies that automate back office work by replacing lawyers and accountants with smart contracts. Because these organizations are neither decentralized nor autonomous, I prefer to call them Automated Companies (these align to what Vitalik once described as Decentralized Organizations or, in most cases, traditional enterprises running Decentralized Applications), but whatever you call them, they raise no fundamentally new legal questions; existing corporate law can cover it all.

Therefore, fully wrapping a “DAO” in one or more corporate entities is likely the best approach of organizations where key contributors, such as founder-CEOs or high-profile lead developers, maintain effective control over the protocol or treasury, or interact on behalf of the DAO in the outside world by acquiring assets or hiring employees. Tried-and-true corporate entity structures offer the best protection against attempts to hold those key contributors personally liable for the actions of the DAO.

Ecosystems — Corporations as DAO Members

Decentralized autonomous organizations can welcome corporations into their membership without sacrificing decentralization or autonomy if those members do not enjoy any additional powers or rights as compared to other DAO members. From the perspective of governance contracts of the DAO, corporate members could be members like any other. As a play on C-Corps, I call these entities D-Corps (and I welcome better names).

The most common D-Corp is a “DevCo”, the development company that employs the core development team. In fact, most DAOs that require professional developers to bring them into existence don’t start as DAOs, they start as regular old technology companies, and most tech companies are Delaware C-Corps or LLCs.

Once the DAO architecture is built and the DAO comes into existence, a critical choice must be made: does the DevCo become the corporate wrapper for the DAO?

If so, then you likely have an Automated Company or a traditional enterprise as described above.

If not, then the DevCo should technically and legally transfer governance responsibility to the DAO. The most important steps here are (1) the separation of the DevCo’s assets from the DAO treasury and (2) clear transfer of control over the DAO’s governance contracts from the DevCo and its employees to the DAO and its members.

After those steps, the DevCo can (and often does) continue providing services to the DAO as a sort of Master Service Provider, paid out of the DAO treasury according to a contract approved by the DAO. Similarly, the DAO can welcome other corporations as members; we see this where certain critical services, such as legal structuring, are requested by the DAO and members operating individually cannot provide the service on their own, so they either rope in the entity that employs them or form a D-Corp with a subset of DAO members. In this way, an organic ecosystem of D-Corps can come and go as members without sacrificing decentralization or autonomy.

The end goal is that each D-Corp is a replaceable service provider to the DAO; thoughtful architecture and governance structures are critical here to avoid centralization risks. If the DevCo continues to enjoy constructive control over the DAO treasury and de facto veto power over governance votes, then you don’t really have a DAO (which, again, is fine, but it is a choice that should be made with eyes wide open).

Bridge-Corps are the other type of corporate DAO member, so-called because they allow the DAO to “bridge” into the legacy legal-financial protocol so they can take advantage of a legacy applications unavailable on-chain. They serve very narrow, limited purposes, and can be dissolved when they are no longer needed—unlike corporate DAO members, these entities are legally independent, though in practice are constrained by a combination of their narrow mandate and their obligation to follow binding DAO votes.

Very few DAOs begin as decentralized organizations, and even fewer begin as truly autonomous. It is often easier to start centralized and go through a process of decentralization, and Bridge-Corps are critical to effective decentralization as stopgap solutions for enterprises that need to do things like open bank accounts, sign contracts, hire employees, pay taxes, and appear in court (among many other functions). Early on, a single entity might run all of these applications, but decentralization requires that be a temporary solution. A series of Bridge-Corps distribute assets and risk across multiple entities and ensures that malicious actors have no one throat to choke. As on-chain solutions emerge and are adopted by the DAO to solve the same problems, Bridge-Corps can be decommissioned.

The Foundation Company is the most common vehicle for a Bridge-Corp, a barebones general legal entity that a DAO can use to open a bank account or sign services contracts. Other entities are gaining in popularity as well, such as Guernsey Purpose Trusts to hold assets like intellectual property and British Virgin Islands limited companies to issue tokens.

No Corporate Form — “Real” DAOs?

The purest, and most legally risky, entity structure for decentralized autonomous organizations is no corporate structure at all.

“DAO” is an inherently anarchist concept. The “autonomous” in the term DAO is not meant to mean “automated” but exactly what it says—“autonomous”. Autonomous is an anarchist term and concept, as seen by the “autonomous zones” set up by anarchists in the Pacific Northwest in the summer of 2020, Hakim Bey’s “temporary autonomous zones,” and similar uses of the concept. True DAOs are not meant to be existentially dependent on a state charter or limited to compliance with a particular parochial set of laws. True DAOs should not be dissolvable because the Secretary of State of Wyoming deems that they should be dissolved.

—Gabe Shapiro, Wyoming’s Legal DAO-saster

Formless DAOs are the ultimate ideal in permissionless order, a distributed opt-in enterprise coordinated entirely through incentives. At scale, DAOs of DAOs provide stability through composability without risk of sclerosis, contributors and organizations seamlessly shifting resources and talent to wherever its wanted.

That’s the promise of DAOs, at maturity: a stable legal order of enterprises without the need for coercive intermediaries.

Very, very few DAOs meet this ideal today. Almost all formless DAOs would benefit from a Wrapper or Ecosystem approach as temporary protection against legal risk. Formless DAOs have very little legal precedent. Truly decentralized, truly autonomous organizations have no throat to choke, no person or entity that can be coerced, no obvious way for outsiders to command and control the resources of the DAO—in other words, centralization and governance themselves are the key source of legal risk for DAOs, giving a clear attack surface to litigators, regulators, and coercive market actors like banks.

If governance is the source of the risk, then removing governance can reduce the risk. Several projects are taking this approach, such as Reflexer (see their “ungovernance” process) and Liquity (which has been “governance-free” from launch). Experimentation by projects like these is being closely watched by lawyers who hope to generalize the lessons learned.

Whereas corporate law can almost completely address the legal problems of fully wrapped DAOs, the opposite is true for formless DAOs. We still have much to learn, but what’s increasingly clear is that distributing power over DAO resources and automating away human discretion is one of the best way for DAOs to achieve autonomy. Consensus is building around “legal decentralization” as an emerging legal practice for helping DAOs reduce legal risk and achieve these goals.

Risks still remain, even after decentralization or autonomy or “degovernance” is achieved. After all, the tax man must get his cut. Because true DAOs have a natural immunity, as it were, the target will likely shift from DAOs to the DAO contributors themselves—returning us to the problem of limited liability discussed in Part I.

Fortunately, our community is rapidly iterating on solutions to protect contributors where wrappers, D-Corps, and Bridges aren’t an option. Some of those solutions are discussed in Part III (coming soon).

If you enjoyed this content, please give me a follow on Twitter for more!

DISCLAIMER: As my ENS address clearly states, I am not your lawyer. Nothing herein should be construed as legal advice. The material published below is intended for informational, educational, and entertainment purposes only. Please seek the advice of counsel, and do not apply any of the generalized material below to your individual facts or circumstances without speaking to an attorney.

Let’s start at the very beginning:

What's a DAO?

https://twitter.com/manasilvora/status/1507517909999886338

Depending on who you ask, a decentralized autonomous organization is:

1. “a group chat and a bank account” (Kei Kreutler, A Prehistory of DAOs)

2. “a member controlled organizational structure that operates absent a centralized authority” (David Kerr and Miles Jennings, A Legal Framework for Decentralized Autonomous Organizations)

3. “an entity that lives on the internet and exists autonomously, but also heavily relies on hiring individuals to perform certain tasks that the automaton itself cannot do” (Vitalik Buterin, DAOs, DACs, DAs and More: An Incomplete Terminology Guide)

4. “a ‘virtual’ organization embodied in computer code and executed on a distributed ledger or blockchain” (Securities and Exchange Commission, The DAO Report)

5. "a set of smart contracts that encode the bylaws of the entire organization" (Laila Metjahic, Deconstructing the DAO)

6. “a decentralized network of autonomous agents coordinating resources with cryptographic fidelity” (Tracheopteryx, DISRUPTORS: Why DAOs?)

7. “a mechanism of governance enabled by smart contract execution of tokenized commands” (Dane Lund, DAO Governance Primer: The Initial State)

8. “an organization represented by rules encoded as a computer program that is transparent, controlled by the organization members and not influenced by a central government” (Wikipedia)

9. “an unincorporated association of persons (an organization) utilizing censorship-resistant technologies to permissionlessly (autonomously) engage in non-hierarchical, widely distributed (decentralized) governance of shared resources and goals” (Gabriel Shapiro, Defining Real and Fake DAOs)

…and on, and on.

Why is this so hard?

Because decentralized autonomous organizations are illegible, meaning they resist a particular type of definition: they cannot be easily categorized or labeled in a way that makes them easy to administer and control. Bureaucrats cannot do their job unless they make the subjects of their administration legible. They must reduce economic activity into “income” or “investment” so they can tax it, people into “citizen” or “alien” so they can distribute (or revoke) privileges, organizations into “corporation” or “partnership” so they can assign duties and responsibilities, and so on.

Illegibility is a problem for bureaucrats because they do not know what rules to apply. It must be particularly frustrating when the individual entities themselves are rather easy to define: DAO assets and membership are often transparently verifiable on public blockchains. But trying to define “DAO” as a category is like trying to define “scenes” or “movements” or “markets” with enough precision to meaningfully regulate them—we may be able to clearly define the “Punk rock scene” but how might we design regulations for “scenes” writ large that are not ambiguous or vague? Much easier to focus exclusively on legible actors (like Punk bars, fashion outlets, record labels, etc.) and legible conduct (like nuisance and obscenity laws).

What makes DAOs different from more legible enterprises, like corporations or partnerships? In reality, not much—all enterprises are groups of people voluntarily working together toward a common goal. Every group of people contains within it a unique bundle of contracts—actual and potential relationships, transactions, and disputes. Reducing all that to a legible order that can be managed is an incredibly expensive exercise. To estimate the cost, add up the budgets of every single bureaucracy tasked with regulating economic activity. It’s a big number.

Corporations, partnerships, and DAOs all share a basic structure; they’re each just a bundle of contracts, smart or not. All enterprises look more-or-less the same at the application layer. To see what makes DAOs different, we should look instead at the protocol layer, the coordination mechanism on which they run their affairs.

Before distributed ledgers, the best coordination mechanism available to enterprises was the legal-financial protocol provided by liberal, capitalist democracies. A (relatively) stable monetary system, (relatively) liberal property and contract rights regimes, and a (relatively) independent and impartial judiciary are the three critical elements of the protocol that brought unprecedented prosperity to America and its allies. Other protocols were tried, most notably the Second World protocol operated by the Soviet Union, but in time the smart money moved West for the promise of greater returns. (Even Communist China eventually started running its own hard-forked version of the Liberal Capitalist protocol so they could better integrate with the West.)

Both the Liberal Capitalist protocol and the Second World protocol are analog, pen-and-paper, human-executed protocols. We call those humans in charge of execution “bureaucrats” and they cannot do their job unless the activities of the protocol are made legible.

How do they do that? With the only two tools a bureaucrat knows: carrots and sticks.

Enterprises make themselves legible to the state by incorporating into a recognized legal entity, like an LLC, Foundation Company, Nonprofit Association, General Partnership, and so on. By incorporating, the enterprise agrees to follow every law that attaches to their respective entities, to conduct themselves consistent with applicable regulations, and to turn over any assets or information the state deems necessary upon request—and, if they have a problem with any of that, they can file a complaint with their local judge and be adjudicated according to the logic of the protocol.

With the incorporation documents signed, the ritual is complete and a new entity is born into legal personhood: the corporation. The state grants limited liability to the human persons in the enterprise as a reward for registering. When they act on behalf or under the direction of the corporation, it is the corporate person that is acting, not them, and therefore the corporation will be held responsible. Its assets, and not theirs, will be used to satisfy creditors.

Most DAOs today are unable or unwilling to go through this ritual, because legibility is in an inherent tension with principles of decentralization and autonomy. DAOs exist because free people prefer organizations that are more democratic, less hierarchical, more egalitarian, less coercive, and thereby more illegible. DAOs that become legal persons must accept a centralized authority—the state—as their ultimate arbiter if they choose to run on the legacy protocol, thereby sacrificing decentralization and autonomy.

Legal personhood plus limited liability, or decentralization plus autonomy. You cannot have both.

Faced with this trade-off, most enterprises understandably choose the latter—but by doing so, they put their members at risk. This is no longer a hypothetical concern: in May 2022, a lawsuit was filed in California naming a DAO as a defendant, together with several core contributors and investors in their personal capacity:

"The [DeFi protocol] purports to be a so-called DAO, or decentralized autonomous organization, that lacks any legal formalities or recognition. There is another phrase in American law for that kind of arrangement: general partnership. That means each of the partners is jointly and severally liable to the Plaintiffs and must make good on the full amount of its debts."

(You can read the complaint here.)

Plaintiffs’ counsel is putting all DAOs on notice that if they don’t make themselves legible, they will do it for them. Setting aside for the moment the utter incoherence of applying general partnership principles to DAOs by default, these are the sticks that bureaucrats and trial lawyers will reach for to strike any DAO that refuses the carrot of legal personhood.

Herein lies the problem: legal personhood is an operational requirement to access the legacy protocol. Most illegible organizations cannot function without access to that protocol’s banks and courts, so they either concede and incorporate, or they get driven underground to coordinate on a less elegant, more violent protocol.

DAOs are the first illegible organization with the power to make a different choice.

So, getting back to our original question: what’s a DAO?

A DAO is an organizational form built on top trustless and permissionless coordination technology that allows anyone to build and use new digital, networked, software-executed legal-financial protocols. These protocols do not demand legibility from their users, so they are free to organize and coordinate as they please. Anyone can encode innovative and creative rules around relationships and duties, property and contract rights, and dispute resolution. Anyone is free to join or leave any of those organizations as they choose.

Nevertheless, until these new protocols can fully support complex enterprises, we have two relatively imperfect options:

(1) we can operate entirely on the new protocol ecosystem and forego all the applications on the legacy protocol (like contractual enforcement, physical property ownership, limited liability, etc.); or

(2) we can use existing legal formalities like corporations and contracts as cross-protocol bridges.

However, just as bridges between blockchains are vulnerable to malicious interference, bridges between the analog and digital protocols make DAOs vulnerable to state interference. “Retrofitting” your DAO into the legacy system unavoidably requires that the DAO become legible, at least in part, which introduces all of the tradeoffs against decentralization and autonomy described above.

There are no easy or obviously correct answers. A strong mission statement and a core set of values are important guides, as are lawyers who develop skillsets as legal engineers and protocol counsel. They are best equipped to help clients build these bridges that allow their DAOs to run applications as necessary on the legacy protocol—to pay taxes, hold assets, hire employees, and defend themselves from malicious actors.

We’re still early, as they say. Best practices are emerging in real time as attorneys work with their clients to build better risk mitigation strategies that are consistent with principles of decentralization and autonomy. Until then, legal entity formation can be an effective way for DAOs to deploy strategic legibility and protect themselves and their contributors, which we will discuss in Part II.

If you enjoyed this content, please give me a follow on Twitter for more!

The constant in my career has not been where or how I worked, but who I chose to represent: entrepreneurs, technologists, artists, creatives. I represent the creators.

I’ve noticed something strange after all these years: our society simultaneously worships and demonizes creators, that’s been true for a while. But over the past seven years or so, those most hostile to them have grabbed political power, and they’re starting to use it.

There’s a word I like to borrow from Polish: the inteligencja. They are the tastemakers, the educated, the stewards of their culture. The word has a particular meaning in Poland, but it can be applied differently in different cultures. In one society, the inteligencja might be soldiers and politicians; in another, farmers and priests; another, journalists and academics.

Our inteligencja, the American inteligencja, is and will always be the creators. We revere the revolutionaries and the pioneers, the missionaries and the millionaires. We send our most ambitious to Manhattan, to Hollywood, to Silicon Valley, where they stand on the shoulders of those who built flying machines in North Carolina, crashed atoms in Chicago, built new religions in Salt Lake, tapped into higher consciousness in Big Sur.

Those are my people. I represent them because I believe they are doing important work. It has been my job for the past decade to help creators navigate the American legal system (itself an amazing innovation, at least in theory). I am a transactional and regulatory attorney, which means creators come to me with an idea for a business or technology and ask me to help them do it legally. I figure out what laws apply to their work, how to best structure their deals or designs to avoid regulatory attention, and send them on their way to turn dreams into reality.

That’s not really what I do anymore, not for a while now.

What I do now is more like soothsaying those who make and enforce the laws, divining what their whims might be should they turn their all-powerful eye on my client. To represent technologists and creators today is to listen to bright, ambitious people explain their exciting, grandiose visions of the future, and to charge them hundreds of dollars an hour to listen to me explain exactly how regulators will work to crush their dreams. To practice as a regulatory attorney today is to be a bureaucrat-adjacent, a narc-for-hire, deputized to enforce the performance of the proper rituals, recitation of the proper spells, and payment of the proper tithes.

I don’t know, maybe it’s always been this way, maybe the entire idea of a “regulatory attorney” proves the point—that our society demands a translation service between laypeople and the Sphinx-like overclass that manages their economic and political lives.

Maybe I’m overreacting, maybe that’s too cynical.

But maybe not.

I remember some advice I got early in my career from a colleague, a decorated data privacy attorney, a lifelong European bureaucrat finally cashing in on his experience in private practice: “Bad lawyers win in court. Good lawyers never get there in the first place.”

Practical, that advice. Litigation is expensive. Regulators and their subjects are repeat players; of course it’s not worth pissing off the crown just to win one argument. Much better and cheaper (though obviously not cheap) to hire a good regulatory attorney than a good litigator, one that can tell you how to play it safe, to keep your head down, to be the model corporate citizen.

There’s a poisonous assumption buried in there, though. The advice isn’t “don’t break the law”, but rather “don’t even give the appearance that you’re not strictly complying with the regulator’s interpretation of the law.” What does it say about a system where that advice is good advice, where success flows to those who follow it? What kind of people does that system reward? —innovators and creators, or bureaucrats and narcs?

That’s a good word for them. Narcs. The class of people directly opposed to our inteligencja, throwing up resistance at every turn. They don’t care much for creation and innovation, only preservation and power. Their focus is not on what could be, but what should be (what they think should be). They are risk-adverse, collectivist, bureaucratic. Any deviation, any action outside proper channels, is a threat to order and must be punished; they don’t care why rules exist, or what their effects are, only that they are followed. American-English doesn’t have an elegant inteligencja-like word for them, so “narcs” it is.

Lawyers owe a duty to their clients, but we also owe a duty to the law, to the legal system. To practice law in a regulatory environment ruled by narcs is to feel the tension between those two duties every single day. To practice by the advice of my European colleague is to resolve that tension in favor of the bureaucrats, the State. It’s to make their lives smoother at the expense of our clients. I must advise my clients to do things and to spend money they would not otherwise, simply to make sure a regulator can’t find even the slightest excuse to bury them in subpoenas, depositions, investigations, paperwork… all written in a strange dialect that only professionals like me are qualified to interpret.

All of that might be reasonable, we might be OK, if the regulators were wise and just, or they exercised their power with care and restraint.

But that’s not what they’re doing. That’s not who they are.

Other lawyers are arriving at the same conclusion: practicing regulatory law as a technology attorney forces you to make uncomfortable tradeoffs with your principles.

https://twitter.com/collins_belton/status/1427736716148842496?s=20

https://twitter.com/lex_node/status/1481664100207927303?s=20

Our clients have noticed, too. Prominent technologists and entrepreneurs are starting to speak up.

https://twitter.com/brian_armstrong/status/1435439676429537281?s=20

https://twitter.com/MatjazLeonardis/status/1480774174968799237?s=20

https://twitter.com/twobitidiot/status/1472202991876857860

https://twitter.com/mikewavsz/status/1482148940417941507?s=20

Hell, even a small-but-vocal minority of regulators themselves are speaking up!

From SEC Commissioner Hester Peirce:

“The good actors want to know which digital assets are securities so they can figure out how to comply with the securities laws, but we have done little during my nearly four years on the Commission to explain what that would look like.  I lay the blame on myself and my colleagues on the Commission.  We simply have not allowed staff the latitude to consider the hard questions around how crypto can operate within the securities framework.  The way forward is not to drag entities in to the Commission through enforcement actions and brute force them into a regulatory regime that is not actually well-suited for them.  Rather, we should take a methodical approach, one that provides answers to the key questions to which market participants need answers.”

—Speech by SEC Commissioner Hester Peirce: “Lawless in Austin”

…and, from CFTC Commissioner Dawn D. Stump:

“So, what’s a regulator to do—continue to take enforcement actions against companies that develop products and business models that are outside-the-box, all the while knowing that our existing rules governing the registration and regulation of the traditional market infrastructure are ill-suited to the very thing that has driven their development (i.e. an expansion in the types of participants seeking access to these products and markets, and their preference for less intermediation)?  Certainly, that is the easiest answer: “It’s not our job to tell you how to meet our rules, just figure it out.”  Wait, what?  How do we expect these companies to conform to a system that does not recognize their value add, the demands of their customers, or even perhaps the future of these markets?  What is the goal—to shut down these services, or to encourage those who deliver these services to do so under proper oversight?”

—Remarks of CFTC Commissioner Dawn D. Stump: “We Can Do Hard Things”

I feel a particularly strong kinship with those frustrated regulators, because their frustration is mine. They get it. This is a free society. It isn’t supposed to be this way.

But here we are.

So, what’s a lawyer to do?

Different lawyers have come to different conclusions, but I’ve noticed one common trend: almost all of us who feel this way are getting involved in crypto, in web3, in DAOs, in alternative social and economic coordination systems. Some of us are learning to write smart contracts and becoming legal engineers, others are experimenting with new models like autonomous lawyering, still others are becoming crypto lobbyists. We are working to change existing laws, finding new ways to practice, and building entirely new legal systems, or even entirely new nations, on-chain.

Whatever their path, many bright young technology lawyers are following the rest of the inteligencja into the new frontier. Last year, I finally joined them, because there’s an optimism on the frontier that the old world lacks. There’s playfulness, creativity, hope. Entrepreneurs, technologists, artists, creatives—they’re all here, building, with nary a narc to be found.

As for me, I’ve had a nice little career representing the creators. But that’s not enough for me anymore. It’s time to join them in building something new.

If you’re a lawyer or creator, and this personal essay resonated with you, I’d love to hear from you—please DM me on Twitter, @mikewavsz.