1/ Crypto's coming back & VCs are deploying again.
Unlike trad VC, these deals often involve tokens. But there's little info on how these deals work.
So I partnered w/ my client
@MagnaTokens
and
@Bfaviero
to demystify the most common token rights instrument: The Token Warrant.
1/ What are token warrants? Why do they matter to crypto founders when they have plans to issue a token? In this week's blog post, we partner w/ crypto lawyer
@Orlando_btc
to cover what a token warrant is, why it's gained popularity, and how they might be structured
1/ The SEC just filed *another* enforcement action against
@krakenfx
alleging that Kraken is an unregistered broker-dealer (BD), exchange, and clearing agency.
Your favorite startup founder turned crypto lawyer read the 90 page compliant so you don’t have to.
Let’s dig in.
This is shadow lawyer speak for (1) the board found out Sam did something bad; (2) they confronted him about it; (3) Sam said he didn’t do it; (4) they hired a biglaw firm to conduct a ridiculously expensive internal investigation headed by ex top DOJ; (5) they found out he lied.
@cdixon
When I finally took a deep dive into crypto, all of the arguments against it were either based on premises that were factually inaccurate or were issues that had already been resolved or were in the process of being resolved.
That’s when I knew there was something here.
1/ Today, the U.S. Treasury published its DeFi Risk Assessment.
Imo, it's one of the most consequential U.S. pronouncements on crypto since the DAO Report (maybe more important)
Your favorite lawyer-turned-web3 startup founder read it so you don't have to.
Let's dig in.
@BoredOhms
Imagine if you got paid for all of the shit you bought off of Amazon.
And then you could either cash that money in immediately or keep it (and potentially earn more money) and have a say in a community that helps to support other Amazon shoppers and small vendors.
1/ The SEC earlier this week filed a complaint against
@coinbase
.
Coinbase said it's putting up a fight.
This is the big one and has huge implications for crypto.
Your favorite startup founder crypto lawyer read the whole thing so you don't have to.
Let's dig in.
My brother got me a Ledger preloaded with crypto for my birthday. I was ecstatic.
I asked what type and how much? He said 20 ETH.
I threw the Ledger in his face then lit it on fire while yelling, “Don’t you know Ethereum is a B2B chain?!?”
“Do I look like a rollup to you?”
15/ This all just seems part of SEC Chair Gensler’s war of attrition against crypto.
I hope Kraken decides to marshall its resources and fight this head on.
Enough is enough.
Blast is proving regulators’ point.
An onchain hedge fund controlled by a 3/5 anon multisig isn’t defi. It’s “trust me bro.”
And centuries of “trust me bro” is why financial regs exist.
Crypto’s value add—and why crypto needs diff regs—is trust reduction.
We can do better.
✅ investment of money (tuition)
✅ in a common enterprise (university)
✅ expectation of profits (jobs)
✅ from the management efforts of others (university efforts)
Universities are issuing unregistered securities.
(No, most don’t go to college “to learn.” It’s to get a job).
Applying SEC Howey analysis to college degrees:
"Now, what is the enterprise here? What is distinguishing college degrees from a collectible? It's the network. It's the ecosystem. You are buying into that ecosystem with your degree. Your degree is what gets you into this"
7/ Mind you, no court has found these tokens to be securities. And it's courts—not the SEC—that determine whether a token is a security.
So this self-referential allegation holds no legal water.
The Emperor has no clothes.
The SEC is believed to be taking the position that ETH is a security.
Meanwhile, federal prosecutors at SDNY, who are representing the “United States,” have just alleged that Ethereum is “a decentralized blockchain” with “No central actor” who “runs
Defendants in any “ETH is a security” cases against the SEC should 100% throw SDNY’s allegations into their briefs.
Won’t help substantively technically, but judges are human.
A judge may not feel comfortable ruling that ETH has centralized parties performing managerial efforts
"Hey there. I'm the head of Blockchain and Digital Assets at [Large TradFi Institution]. We're basically a startup, but with the support of a trillion dollar balance sheet. I'm essentially the founder CEO.
We really move fast and break things. It only takes us 6 months for
gm to those who remember that the last time crypto crashed (summer), there was almost nothing built on
@Stacks
.
By the time prices recovered a few months later, we had NFTs,
@mineCityCoins
, and DeFi on testnet.
Looking forward to a few months from now.
Keep building.
@earlenemay
@AnotherNBAFan
Kyrie is literally 50/40/90. Trae is not and is WAY more inconsistent. And while yes, he’s been really good this playoff run, it’s only his first and it’s one playoff run. NBA is riddled with dudes who crushed one playoff run and never replicated it.
1/ Today, the US Attorney's Office for SDNY announced criminal charges for exploiting a DEX on
@solana
.
What does it mean for the rest of crypto?
Your favorite startup founder & crypto lawyer read the indictment so you don't have to.
Let's dig in.
U.S. Attorney Damian Williams announces the first-ever criminal case involving an attack on a smart contract operated by a decentralized cryptocurrency exchange
@profdvp
Some ppl learn better by themselves than via class lectures/discussion/instruction. If this is you, then lecture is a major waste of time and it makes more sense to do literally anything else with that time.
1/Today, a court handed the SEC its 1st crypto loss.
It's not all wins though.
This
@Ripple
opinion will have HUGE ramifications for crypto.
Your favorite startup founder & crypto lawyer read the indictment so you don't have to.
Let's dig in.
🚨BREAKING re
@Ripple
/
@SECGov
:
ORDER: granting in part and denying in part 621 Motion for Summary Judgment. For the foregoing reasons, the SEC's motion for summary judgment is GRANTED as to the Institutional Sales, and otherwise DENIED. Defendants" motion for summary judgment
Great point re the SEC’s lack of good faith in the crypto space.
The SEC complains that the lack of securities laws compliance leads to lack of disclosures…but then weaponizes disclosures in crypto cases, leading crypto lawyers to counsel their clients that *less* disclosure
SEC calls for more disclosures in the crypto space yet weaponizes (in this complaint) Kraken’s crypto asset-specific pages, which include info such as “about” & “how does it work.” Really hard to see how the SEC is regulating in good faith here.
One probably under appreciated consequence here:
The SEC can only handle so many cases, particularly cases litigated by A players. They’re constrained on number enforcement attorneys.
I’m not sure how many more cases like the SEC will be able to handle.
Similar team to Coinbase. Led by Savitt at WLRK (elite of the elite). Wouldn't surprise me if this was done with some level of consultation with CB to head off the SEC and help set up the circuit split for their case.
The integration of Lightning and
@Stacks
hyperchains is the key to unlocking
#Bitcoin
as the settlement layer of finance, the metaverse, and the internet.
Few.
I can’t wait until
@Stacks
blows up so that people like
@JakeBlockchain
can get a major💰from the amount he’ll be able to charge for ads on his podcast.
Dude’s out here every day hustling, bringing value to the community, and doing all the right things.
$STX to $100.
It can’t be overstated how huge this is. The beginning of unlocking Ethereum liquidity on
@Stacks
and the
#Bitcoin
ecosystem.
Starting with bridging over
@satoshibles
NFTs.
The first Satoshible just sold on
@Stacks
🎉
We are now officially the first
#NFT
collection ever to span accross both Etherum and
#Bitcoin
at the same time 💪
Buy yours here:
@brockm
Are you familiar with
@Stacks
? It provides smart contracts and dApps for bitcoin. It may help with some of the potential issues you see.
CC:
@muneeb
The SEC won’t kill crypto.
Instead, it’s just creating a world where the majority of users will only use CEX’s for fiat on/off ramps and almost all crypto finance activity will happen on DeFi protocols hosted by non-US companies.
I don’t think this is what the SEC wants.
2/ This is basically the same allegations against
@Coinbase
. So the SEC is taking another crack at the apple, this time in SF (CB is in NYC).
Here's the complaint:
1/ gm. Yesterday, the SEC filed an enforcement action against Do Kwon and Terraform Labs (Terra dev co).
Your favorite crypto lawyer-founder read the compliant so you don't have to.
Here's a recap of the compliant, and its ramifications for crypto.
Let's dig in:
1/ Had my
@TheopetraRECT
call yesterday
Many have made post-call tweets about how Theo will revolutionize real estate and DeFi
That may all potentially be true, but I want to focus on two qualities of Theo that has been largely absent from the discourse:
Quality & Integrity
To celebrate
@satoshibles
bridging from ETH to STX via
@stacksbridge
—the first Ethereum to
@Stacks
bridge—I’m bringing back my OG Satoshibles PFP (with a hexagon 😉)
1/ The SEC just announced a settlement Order against the DeFi project Bainbridge.
Some important takeaways DeFi teams should take from this to have an idea of how the SEC is approaching DeFi, which has largely stayed out of their focus.
I read the order so you don't have to.
What about
#Bitcoin
?
Bitcoin has evolved a ton over the years, but where does it fit within the growing world of Web3?
On this episode of the Around The Block podcast we chat with
@muneeb
to explore the OG cryptocurrency’s future.
Full episode→
1/ This is why I quit my job to build
#Bitcoin
DAO tooling on
@Stacks
.
The vast majority of btc is not held by maxi hodlers. Financial institutions are increasingly forced to hold some btc on their balance sheets. In the same way they can’t sit on cash, they can’t sit on btc.
1/ I’m doubling down on Bitcoin and Stacks.
Recent success of Stacks has shown how powerful smart contracts for Bitcoin can be. There is a tremendous opportunity to use BTC as a trillion dollar productive asset and grow the Bitcoin economy. We’ve barely scratched the surface.
@iamDCinvestor
Sir, we all know the true crypto villain was Kim Kardashain. Luckily Chairman Gensler thwarted her treachery and is keeping us all safe.
🚨 Founders please read this blog post🚨
A founder came to me tonight w/ the most predatory crypto financing agreement I’ve ever seen. I’m still going through it, but my jaw keeps dropping. Seriously insulting.
This has been the worst, but I’ve also seen some other bad stuff
1/ Crypto's coming back & VCs are deploying again.
Unlike trad VC, these deals often involve tokens. But there's little info on how these deals work.
So I partnered w/ my client
@MagnaTokens
and
@Bfaviero
to demystify the most common token rights instrument: The Token Warrant.
@avi_eisen
As an FYI, traders who commit market manipulation (both civil and criminal violations) also use tools as they’re designed.
Market manipulation laws aren’t about exploiting something but rather the offender’s intent when trading.
1/ The CFTC yesterday announced settlements against 3 co's w/ devastating consequences for DeFi.
Other crypto lawyers already posted great takes, so I wasn't going to comment, but several ppl asked for my view. Here it is:
Regulators will not save us
Here’s another reason why you shouldn’t hire someone who just worked at the SEC: they’ll do a worse job because they’re not crypto native.
They were not allowed to own crypto during their time there.
Think about that. They literally could not interact with smart contracts.
Too
What I don’t understand is the audacity of the SEC.
Literally every lawyer who had any experience with crypto was shouting from mountain tops that it’s ambiguous how securities laws apply to crypto.
Did the SEC just think that we were all crazy and they were right?
@dominosmusic
I didn't know who you were 30 min ago, but this tweet popped up on my feed.
I'm supportive AF of music NFTs and agree that it's a paradigm shift, so I minted the album.
Listening now and the songs are 🔥.
Keep doing what you're doing ✊.
6/ Like Coinbase, the SEC alleges Kraken operated a platform where crypto was sold as investment contracts
Indeed, in a somewhat comical allegation, the SEC notes that Kraken has supported tokens that the SEC itself has previously alleged are securities.
Successful attacks on DeFi protocols are unfortunately pretty common (still tremendous value in DeFi, hence you see the sector growing at a blazing clip).
They all suck, but the Arkadiko attack has one silver lining: It highlighted the security of
@Stacks
' structural design 🧵👇
Yo
@terra_money
,
@LFG_org
,
@stablekwon
. You should bring $UST to
@Stacks
.
Stacks smart contracts can read Bitcoin state. So you could unlock some cool functionality between your new Bitcoin reserve and UST on Stacks.
3/ I’ve written a pretty lengthy breakdown of the Coinbase compliant. Many of the allegations are recycled here so I’m not going to rehash most of it and instead focus on what’s new.
You can read my analysis on the Coinbase case here
1/ The SEC earlier this week filed a complaint against
@coinbase
.
Coinbase said it's putting up a fight.
This is the big one and has huge implications for crypto.
Your favorite startup founder crypto lawyer read the whole thing so you don't have to.
Let's dig in.
Preliminary thoughts on where the market goes from here:
The flight to quality towards BTC and ETH will continue, which I think will strengthen (relatively) projects building in those ecosystems.
For ETH this includes L2s.
And for BTC this includes
@Stacks
.
Stay building 💪🏾
4/ The SEC alleges Kraken commingled > $33B of customer assets & > $5B of customer cash w/ its own assets, creating, what its own auditors called a “a significant risk of loss” to customers and leading to “material errors to Kraken’s financial statements for 2020 and 2021.”
People think that the SEC and securities laws are crypto’s largest regulatory risk.
I disagree. I think it’s OFAC. Censorship resistance & digital privacy are on a head-on collision with state economic warfare.
This is where you should pay the most attention.
@avi_eisen
As an FYI, traders who commit market manipulation (both civil and criminal violations) also use tools as they’re designed.
Market manipulation laws aren’t about exploiting something but rather the offender’s intent when trading.
“Put differently, with Stacks, Bitcoin Maxis can continue to be Bitcoin Maxis (since nothing changes for Bitcoin) AND get the upside from composable, upgradable smart contracts that have the ability to evolve, having their cake and eating it.”
If only maxis understood this.
13/ If the SEC loses CB, it’ll be much harder to then win on appeal (and CB has shown a willingness to take this case to SCOTUS). That would create “good” crypto law in the 2d Circuit.
14/ This case allows the SEC to take another swing with relatively worse facts (at least as alleged in the complaints), potentially draw a more sympathetic judge, and create “bad” crypto law in the 9th Circuit.
New PFP, who dis?
My Explorer Guild NFTs finally revealed.
Not just jpegs, these NFTs uniquely provide utility to holders by granting them with access to premium features on
@sigleapp
, a web3 blogging platform where readers can pay in
#Bitcoin
through
@Stacks
yields.
Remember folks: if Jamie Dimon thought that crypto could at all be beneficial to JPMorgan Chase—and by extension all large banks—he’d have a fiduciary duty to support it.
Jamie knows very well that crypto is a threat to the very system he’s on top of.
The banks are scared.
1/ We have the outcome of the first battle in the SEC v.
@coinbase
war.
At first, the decision seems like mostly a win for the SEC.
But looks can be deceiving.
Your favorite crypto lawyer read the entire opinion so you don't have to. Let's dig in 👇
1/ The SEC earlier this week filed a complaint against
@coinbase
.
Coinbase said it's putting up a fight.
This is the big one and has huge implications for crypto.
Your favorite startup founder crypto lawyer read the whole thing so you don't have to.
Let's dig in.
Wow. Congrats
@0xMarcB
and team. People have been fading
@0xPolygonLabs
recently with other projects getting more attention, but as someone who was building on top of Polygon products, I can tell you the team and tech they have their is first class.
With the rise of AI tools and AI-generated media, distinguishing truth from lies is difficult. Proving provenance and authenticity of any given piece of content is now more important than ever.
That’s where Verify, by Fox Corporation (built on Polygon PoS), comes in.
The public
I stand corrected.
After Demo Day 2, TODAY I’ve never been more bullish on
@Stacks
. 🤯 project after 🤯 project.
The
@StacksStartups
team and first cohort are crushing it. Big things coming in the next couple of months.
Excellent job everyone.
(1/2)
Just minted my
@sigleapp
Explorer Guild NFTs.
The Explorer Guild is illustrative of the new type of business models
#NFTs
unlock:
-The NFT sales serve as a fundraising tool for a Web3 startup.
-The NFTs grant holders with access to premium features of the app.
12/ Additionally, Judge Fallia, the CB case judge, has shown in the
@Uniswap
case that she’s willing to take an honest look at crypto and recognize how in many cases US securities laws don’t apply to crypto.
1/ In a major win for DeFi, the same federal judge hearing the SEC v.
@coinbase
case just dismissed a securities class action against
@Uniswap
,
@haydenzadams
,
@paradigm
, and
@a16zcrypto
alleging Uniswap was an unregistered securities exchange and broker-dealer.
Let's dig in.
8/ Specifically, the SEC alleges here that Kraken allowed the following “crypto securities” to be traded on its platform:
ADA, ALGO, ATOM, FIL, FLOW, ICP, MANA, MATIC, NEAR, OMG, and SOL.
If you’re working on a project that will further the
@Stacks
ecosystem, you should strongly consider applying for a grant from the Stacks Foundation (
@StacksOrg
).
The application process is relatively painless and the people at the Foundation are great to work with.
For our MVP, we will only have the funding piece developed (SC that mints NFTs and allocates a portion of proceeds to be allocated later to a cause). Thank you to the
@StacksOrg
for providing us a grant to work on this development piece 🙏.
I have always had immense respect for
@BustaRhymes
.
But after seeing him perform last night at the
@mineCityCoins
/
@bitbaselmiami
after party, my respect for him is on a whole other level. He’s an incredible performer.
And he also BTFD 🤌🏾
Limited edition sneakers are probably my favorite example of the absurd consequences that the SEC’s and other aggressive applications of securities laws on crypto can have.
You may be able to throw Rolex’s in this bucket as well.
Under the SEC's current interpretation of Howey, Yeezys are securities and Kanye should have been registered as a public reporting company to protect sneaker owners from undisclosed risks related to his future behavior.
The SEC's current interpretation of Howey is clearly wrong.
9/ The SEC also, compared to Coinbase, seems to hammer on Kraken’s operations that may raise more conflicts of interests.
It discusses Kraken’s OTC desk (where Kraken was the MM) and that Kraken ran its own prop desk (though only for half of 2020 it seems).
@ljin18
I’m obviously biased since I’m currently building here, but
@Stacks
.
Stacks’ end goal is to tap into crypto’s largest market cap—bitcoin—and use it in web3.
A lot of basic primitives have recently been developed w/ lots to build, but not yet crowded. Perfect for new devs.
It’s rare to see federal judges admonish parties like in a case.
It’s that much more rare (almost never happens) when that party is a federal government agency.
But honestly nothing surprises me about the SEC under Chair Gensler’s tenure.
"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
14/ But this means that most DeFi teams would have to give up on the decentralization theatre.
No more multisigs, no more admin keys, and ensuring voting control is highly distributed.