Crypto Law Tactics

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The CLARITY Structuring Dilemma: Evaluating US-Based DGS Wrappers for Decentralized Network Equity Issuance

The CLARITY Structuring Dilemma: Evaluating US-Based DGS Wrappers for Decentralized Network Equity Issuance

Part III of the Decentralized Network Equity Series Author’s Note: This is the third installment in the Decentralized Network Equity series and was partly inspired by a great conversation with Vlad S on the mechanics and real-world implications of a fee switch under CLARITY. Part I addressed the definitional

KPI Tactics: Negotiating Issuer Protections That Don't Kill the Loan Characterization

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Practitioner Tools

KPI Tactics: Negotiating Issuer Protections That Don't Kill the Loan Characterization

Market Making Loan Form Clauses (.docx): a CLT Pro Supplement to the Issuer Guide to Liquidity

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Market Making Loan Form Clauses (.docx): a CLT Pro Supplement to the Issuer Guide to Liquidity

Practitioner Tools: Token Issuer Guide to Liquidity Management

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Practitioner Tools: Token Issuer Guide to Liquidity Management

Regulating Advanced Governance Systems: Decentralization, Autonomous Agentic AI, and the New Frontier of Securities Law

Regulating Advanced Governance Systems: Decentralization, Autonomous Agentic AI, and the New Frontier of Securities Law

On reliance displacement, the hidden hand doctrine, and building regulatory architecture for non-human actors Decentralized governance systems (DGS) are no longer novel. The DGS, a dispersed, transparent, onchain mechanism through which protocol participants collectively direct network operations without relying on any single actor (or concentrated group of actors), has become

AI, Crypto and the Personhood Problem

AI, Crypto and the Personhood Problem

I’ve been turning these questions over for a couple of years now. Not in an abstract, “what if” kind of way. In the way you do when a client is on the other end of the call and the answer actually matters. When you’re structuring a pooled-capital offering

How to Launch (or Activate) a Decentralized Network Equity Token Under Pending Crypto Legislation

How to Launch (or Activate) a Decentralized Network Equity Token Under Pending Crypto Legislation

Part II: Issuance Pathways Under the CLARITY Act and Senate Market Structure Bills Part I of this three-part series addressed the definitional framework; this Part discusses issuance pathways, certification processes, and post-TGE activation of economic rights. Part III will set forth a decision framework, a DGS checklist and five model

On Decentralized Network Equity (Part I)

On Decentralized Network Equity (Part I)

Thoughts on structuring decentralized revenue-sharing rights, yield-bearing tokens, and other forms of network equity under Senate and House versions of market structure legislation While market structure legislative attempts have become mired in debates over stablecoin yield distribution, tokenized securities, developer protections and conflicts of interest, one topic of legislation that

Meme Coins, DeFi Protocols, and CFTC Spot Market Authority

Meme Coins, DeFi Protocols, and CFTC Spot Market Authority

Parsing the Digital Commodity Intermediaries Act (Latest Senate Ag Committee text on Market Structure) Executive Summary The Senate Agriculture Committee has released its updated market structure legislation, the Digital Commodity Intermediaries Act, setting the stage for synchronized markups with the Banking Committee. While the Banking Committee’s Digital Asset Market

Network Tokens, Passive Stablecoin Yield Bans, and More: Parsing the January 2026 Digital Asset Market Clarity Amendment

Network Tokens, Passive Stablecoin Yield Bans, and More: Parsing the January 2026 Digital Asset Market Clarity Amendment

Executive Summary The January 2026 bipartisan manager’s amendment to Senate Banking Committee crypto market structure legislation (renamed Digital Asset Market Clarity Act from Responsible Financial Innovation Act) marks a meaningful departure from the September 2025 draft. Key changes include: the creation of a distinct “network token” category separate from

IOSCO’s 2025 Crypto Markets Review

IOSCO’s 2025 Crypto Markets Review

and why US projects/counsel should care Introduction Last week, the International Organization of Securities Commissions (IOSCO), the global forum of national securities regulators, published a significant report assessing how well countries have implemented IOSCO’s 2023 recommendations around crypto-asset market standards. This “Thematic Review” offers a first-of-its-kind reality check

DeFi Regulation by Treasury Decree

DeFi Regulation by Treasury Decree

The Empire (Senate Dems) Strikes Back The Senate Democrats’ new DeFi and market structure proposal (leaked yesterday) reads like a return to form, and not in a good way. It treats decentralized finance as a jurisdictional problem to be solved rather than a technological shift to be understood. Treasury, with

Modernizing Regulation S for Digital Asset Markets

Modernizing Regulation S for Digital Asset Markets

For years, U.S. crypto projects that wanted to do things by the book have run into a problem: the book wasn’t written for them. Regulation S, which governs offshore securities offerings, was designed for a world of paper certificates, centralized intermediaries, and borders that mattered. In crypto, tokens

Review: Senate Crypto Market Structure Discussion Draft

Review: Senate Crypto Market Structure Discussion Draft

Some significant daylight between House and Senate positions Following closely on the heel’s of the House's passage of CLARITY last week, the Senate Banking Committee released a discussion draft of its crypto market structure bill yesterday. Given the Banking Committee’s oversight of the SEC, this draft

Genius wins the Senate

Genius wins the Senate

Some welcomed bright lines, but fuzzy edges linger (DeFi, white labelling, and the yield loophole) If the GENIUS Act clears the House (no small feat) and earns President Trump's signature, we will need further rulemaking, and eventually litigation, to iron out all of the material questions raised by

Getting CLARITY on Crypto Market Structure

Getting CLARITY on Crypto Market Structure

A crib sheet (and some deeper thoughts) on the House's latest crypto bill. A new regulated asset class: Digital Commodities Who/what will regulate Digital Commodities? The CFTC oversees digital commodities, but the SEC will continue to regulate the offer and sale of investment contracts involving digital commodities.

Reading between the lines: SEC's Guidance on "Covered Stablecoins"

Reading between the lines: SEC's Guidance on "Covered Stablecoins"

What Happened? New Guidance Yesterday, the SEC’s Division of Corporation Finance (“CorpFin”) issued its Statement on Stablecoins. To summarize, CorpFin guided that “persons involved in the process of ‘minting’ (or creating) and redeeming Covered Stablecoins do not need to register those transactions with the Commission under the Securities Act

SEC v Heart Dismissal: Takeaways for Structuring Offshore Token Offerings

SEC v Heart Dismissal: Takeaways for Structuring Offshore Token Offerings

Background The dismissal of the SEC’s case against Richard Heart, Hex, PulseChain and PulseX was based on lack of personal jurisdiction. The court went further, however, and stated that even if it had personal jurisdiction over defendants, the transactions were not sufficiently domestic to implicate Section 5 of the

SEC Approves First Yield-Bearing Stablecoin

SEC Approves First Yield-Bearing Stablecoin

Between the present market turbulence, memecoin meltdowns, and multi-directional crypto policy positioning efforts, you may have missed the news last week regarding the SEC’s first-ever approval of a yield-bearing stablecoin security, YLDS, issued by Figure Certificate Company. This post will summarize the path Figure took to achieve the registration

Practice Note: Piercing the wrapped veil

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Practice Note: Piercing the wrapped veil

Thoughts re: Lido DAO

Thoughts re: Lido DAO

Yesterday’s order re motions to dismiss the Lido DAO class action suit has been making headlines. If you have not heard, or read about, the latest development in the Lido DAO case (N.D. Cal), the Order is here. tl;dr Order denying VC Investors’ (a16z, Dragonfly and Paradigm)

Practice Note: Foundations

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Practice Note: Foundations

How will the SEC (or any Regulator) Address Violations by Non-Human Actors?

How will the SEC (or any Regulator) Address Violations by Non-Human Actors?

As you may have read/heard, last week Truth Terminal (“TT), an AI agent, garnered attention for a steady, yet at times unhinged, campaign in promotion of the GOAT token via TT’s own X channel (the backstory of Terminal of Truth is fascinating, on its own, and I recommend

FAQs: Reg S Compliance vs US Jurisdiction-minimization

FAQs: Reg S Compliance vs US Jurisdiction-minimization

Last week Jake Chervinsky and Daniel Barabander published an excellent piece titled “A Practical Guide to Geofencing” discussing one strategy to minimize US regulatory interference for crypto projects. If you have not yet read it, I encourage you do so (link here: A Practical Guide to Geofencing). Specifically, the article

Clarifying Reg S Category 3 and US Flowback

Clarifying Reg S Category 3 and US Flowback

It's not as simple as "sell offshore and wait 1 year" In what I hope to be a rare departure, I will rehash some prior content for a quick PSA motivated partially by the fact that yesterday I met with the third new client in a