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Re:Do Kwon in more trouble by numair on Saturday June 11, 2022 @01:23AM (#31702166)
Those who are involved in this industry should be aware of this pending lawsuit:

https://www.skadden.com/insights/publications/2022/05/putati...

You are going to see a lot of political maneuvering by the sorts of A16Z, Binance, FTX, Galaxy Digital, and — dare I say it — Y Combinator, to keep cases like this from getting very far. If all of this gets classified as general partnerships engaged in securities law violations (and worse, as per Terra/Luna), a lot of arrogant investors and market boosters will find themselves in more trouble than they imagined.

Re:Do Kwon in more trouble by peyton on Saturday June 11, 2022 @01:56AM (#31702302)
They were running it out of a Delaware LLC formed in 2017? Am I reading that correctly? That’s not standard practice now for obvious reasons. I don’t think many people in the industry will care about this case, but I could be wrong.
Re:Do Kwon in more trouble by dcolkitt on Saturday June 11, 2022 @08:36AM (#31704009)
It’s pretty cheap common for crypto startups to incorporate as a Delaware corp. Then when you launch the protocol or token you establish a Caymans/BVI/Swiss foundation.

The Delaware corp acts as a service provider to the offshore foundation. The DAO and it’s treasury are directly tied to the BVI foundation.

The advantage of this is that if the equity ends up having value in addition to the token, then you have a nice Delaware corp to wrap that equity value in.

Re:Do Kwon in more trouble by yowlingcat on Saturday June 11, 2022 @11:28AM (#31705209)
I've seen similarly flavored incorporation structures with crypto hedge funds, where there's a management firm LLC incorporated onshore, and a holdco offshore where any of the funds flow is happening -- the advantage there being that one can trade on any of the major exchanges without being tied to US regs.

Very interesting to see similar structures with crypto startups as they launch protocols/foundation tokens. I guess the commonalities have to do with the treasury aspects, right?

Re:Do Kwon in more trouble by cyanydeez on Saturday June 11, 2022 @07:36PM (#31709551)
The fraud aspect.
Re:Do Kwon in more trouble by thih9 on Saturday June 11, 2022 @03:22AM (#31702649)
What are the obvious reasons?
Re:Do Kwon in more trouble by dbavaria on Saturday June 11, 2022 @03:34AM (#31702694)
To avoid the jurisdiction of the SEC.
Re:Do Kwon in more trouble by thih9 on Saturday June 11, 2022 @04:34AM (#31702925)
But what changed? Not from US, missing context.
Re:Do Kwon in more trouble by pcl on Saturday June 11, 2022 @05:24AM (#31703141)
My interpretation of peyton’s comment was that the crypto industry players these days incorporate in places with more legal and regulatory flexibility than the US these days, not that something has changed in US regulations to make Delaware less favorable.
Re:Do Kwon in more trouble by malermeister on Saturday June 11, 2022 @06:29AM (#31703430)
Is it just me or does this raise more red flags than a soviet parade?

If an industry needs "more legal flexibility" that just screams scam to me.

Re:Do Kwon in more trouble by alexnewman on Saturday June 11, 2022 @11:04AM (#31704947)
All insurance is in Bermuda. The federal reserve used cayman entities to send stimulus checks. Most not for profit orgs in the USA use Puerto Rican or offshore hedge funds to avoid withholding
Re:Do Kwon in more trouble by ac29 on Wednesday June 15, 2022 @01:30PM (#31756320)
> The federal reserve used cayman entities to send stimulus checks.

This is a heck of a claim given that stimulus checks were issued by the US Treasury, not the Fed.

Re:Do Kwon in more trouble by mirntyfirty on Saturday June 11, 2022 @12:37PM (#31705803)
Bermuda has a lot of reinsurance that I know of. What insurance are you referring to?
Re:Do Kwon in more trouble by xtracto on Saturday June 11, 2022 @07:32AM (#31703708)
>If an industry needs "more legal flexibility" that just screams scam to me

IIRC Stem cell reserarch is limited in the USA given the puritanism in its society and laws.

I wouldn't say that Stem Cell therapy is a scam per se.

Sometimes, laws fall behind progress in some countries.

Re:Do Kwon in more trouble by kristianc on Saturday June 11, 2022 @07:57AM (#31703831)
Stem Cell Therapy has a fairly obvious use case though. Ten years in, the most popular use cases for crypto appear to be speculation, financial crime and money laundering.
Re:Do Kwon in more trouble by jimmydorry on Saturday June 11, 2022 @01:00PM (#31706009)
Stem Cell Therapy is going on 24 years now (1998). This argument is flawed too.
Re:Do Kwon in more trouble by malermeister on Saturday June 11, 2022 @07:39AM (#31703751)
Thats a good point. Let me fix my claim: If a financial product needs "legal flexibility", it's most likely a scam.
Re:Do Kwon in more trouble by xtracto on Tuesday June 14, 2022 @02:53PM (#31744208)
The conclusion I draw is that scams form around unregulated industries.

Here in mu country there are A LOT of stem cell related scams. But that doesn't mean there's not some real R&D going on .

Re:Do Kwon in more trouble by thawaya3113 on Saturday June 11, 2022 @08:34AM (#31703999)
Well, so stem cell research is avoiding US laws because of Puritanism.

Why is crypto avoiding US laws?

Edit: Also, a quick Google of top stem cell research companies show that they are based in the U.S. or Europe, so I’m not sure how correct the claim of US avoidance is. But even if they are avoiding the U.S., they are choosing Europe instead, where “legal flexibility” is still not a thing.

Re:Do Kwon in more trouble by peyton on Sunday June 12, 2022 @08:13AM (#31713913)
The US doesn’t have crypto legislation AFAIK. Just a hodgepodge of rules from various power brokers. Other jurisdictions do a better job. IANAL, so take with grain of salt.
Re:Do Kwon in more trouble by xg15 on Saturday June 11, 2022 @06:00AM (#31703305)
Or in other words "wait, they actually incorporated in the US and not on the Cayman Islands or in Hong Kong or in $Obscure South Pacific Country You Never Heard Of? Amateurs!"
Re:Do Kwon in more trouble by throwawaycities on Saturday June 11, 2022 @05:22AM (#31703132)
I think you are misunderstanding that article and the underlying case. It’s not a legal argument that all DAOs are all General Partnerships, but specifically DAOs not using or “wrapped” by a legal entity might be classified as General Partnerships. It’s no different than any sole proprietorship or business not protected by a legal entity, there can be unlimited personal liability.
Re:Do Kwon in more trouble by numair on Saturday June 11, 2022 @05:57AM (#31703297)
No misunderstanding. A much larger number of projects than you might imagine, and a much larger portion of the oversight etc of projects that seem quite formal and structured, pass through informal structures such as DAOs.

More importantly, a large portion of the economic value of many projects passes through these informal, legally untested structures. And, as anyone who has read ICO white papers and read through the “tokenomics” can tell you, a significant portion of that economic interest is held by VC “whales” such as Binance and A16Z (greater than 5% = significant).

There may not be blood, but there will definitely be a whole lot of lobbying.

Re:Do Kwon in more trouble by throwawaycities on Saturday June 11, 2022 @07:20AM (#31703661)
Ok, I guess I misunderstood your comment:

>If all of this gets classified as general partnerships

to literally mean all as opposed to only those DAOs that in fact are General Partnerships.

Either way, it’s nothing new in law nor surprising. I’m not saying their isn’t legal risk or potential liability issues, but it’s certainly not something A16Z isn’t aware of, they have written about the legal issues pertaining to DAOs extensively, just one example: https://a16zcrypto.com/wp-content/uploads/2022/06/dao-legal-...

Re:Do Kwon in more trouble by numair on Saturday June 11, 2022 @12:32PM (#31705760)
Thanks for the link, hadn’t seen it. It actually reinforces my point — don’t you think it’s a bit weird that a 30 page “legal framework” uses the word “securities” only once, in a footnote? I can tell you as a matter of fact that IRL conversations with any competent legal counsel about DAO governance does not relegate the topic of securities to a single footnote.

These guys know they’re playing with fire. They assume they can buy their way out of legal problems — which, well, it’s America in 2022. It’s probably true!

Re:Do Kwon in more trouble by throwawaycities on Sunday June 12, 2022 @02:15AM (#31711975)
I happen to be an attorney, also happen to have organized the first Delaware LLC that memorialized smart contracts into the Certificate of Organization (the “Articles”) pursuant to the DE Limited Liability Company Act amendment authorizing LLC records to be kept on blockchains, I’ve also worked with the SEC on a No Action Letter Request for a public offering of tokens, so I have a little insight.

Again I’m in agreement there is always potential liability and risk, and notwithstanding their activities I think we can both safely and fairly assume AZ16 has at least competent legal representation that advises them nearly every step of the way and minimizes any legal risk and potential liabilities. Beyond that, without specific examples I just wouldn’t speculate, but as a simple example going back to the idea of DAO without a legal entity being treated as a General Partnership resulting in joint and several liability, yes that could be very bad for you and me if we invested in tokens in our individual capacities because we could have unlimited personally liable, but I’d be shocked if AZ16 didn’t use separate legal entities as investment vehicles for each DAO investment, meaning under the same set of facts their liability though unlimited like you and I personally, would in practice be limited to their investment via the separate investing vehicle.

In terms of not mentioning securities in that publication, no I’m not surprised. Not because it isn’t a very important issue, but securities issues and analysis is independent of the legal framework being discussed, which they are defining as the legal entity, tax and operational considerations. They might have other publications with respect to securities, but if I were their lawyer, I’d advise against it.

Re:Do Kwon in more trouble by sperm on Saturday June 11, 2022 @09:51AM (#31704408)
PoolTogether is facing a similar lawsuit as well
Re:Do Kwon in more trouble by chrisco255 on Saturday June 11, 2022 @01:41AM (#31702243)
Broadly classifying everything as a general partnership is not going to happen. Number one, there are already states such as Wyoming that have laws on the books allowing you to register a DAO as a DAO LLC. Number two, much of crypto is international and lawsuit will have no jurisdiction there.
Re:Do Kwon in more trouble by tehlike on Saturday June 11, 2022 @02:11AM (#31702370)
This is simply not true. US has very long arms when it comes to fraud or violations. If it's consumers are harmed, they might seek criminal charges even.
Re:Do Kwon in more trouble by boeingUH60 on Saturday June 11, 2022 @03:18AM (#31702636)
BitMEX, a crypto derivatives exchange, was incorporated in Seychelles.

Yet, the US government successfully indicted and got the four founders to surrender [1] (two of whom were non-US citizens).

They can definitely claim jurisdiction if American users were affected in the scheme.

1 - https://www.coindesk.com/markets/2021/03/15/bitmex-founder-b...

Re:Do Kwon in more trouble by chrisco255 on Saturday June 11, 2022 @05:00AM (#31703025)
Fraud is criminal activity, I'm not talking about that. Corporate shield does not protect you from criminal law. Do Kwon probably should do jail time. The comment I was referring to had to do with a civil lawsuit.
Re:Do Kwon in more trouble by literallycancer on Saturday June 11, 2022 @01:59PM (#31706544)
Luna/Terra worked as intended. It's not his fault people didn't read the white paper.
Re:Do Kwon in more trouble by tehlike on Saturday June 11, 2022 @08:16PM (#31709851)
That's really not how it works.
Re:Do Kwon in more trouble by ForHackernews on Saturday June 11, 2022 @12:49PM (#31705916)
> Do Kwon probably should do jail time.

Why? These ~~marks~~ investors wanted free unregulated finance on the blockchain, and they got it. Where's the crime?

Re:Do Kwon in more trouble by tehlike on Saturday June 11, 2022 @01:33PM (#31706304)
Investors also wanted to invest in a ponzi with madoff - does that make it ok?
Re:Do Kwon in more trouble by ForHackernews on Saturday June 11, 2022 @02:58PM (#31707140)
I don't think they knew they were putting money in a Ponzi scheme. They thought the gains were coming from real investments.

People who spent money on Terra/Luna knew it was a cryptocurrency that used magic computer maths to make numbers get bigger (until number got small), same as all the other cryptocurrencies.

Re:Do Kwon in more trouble by tehlike on Saturday June 11, 2022 @08:15PM (#31709846)
That's a ponzi too, and no, your ordinary American only looked at the large yield and said oh, i should get in on that, even though, it was some sort of ponzi with funny dynamics.

So no, it's still a ponzi, and no, most people had no idea.

Re:Do Kwon in more trouble by jpgvm on Saturday June 11, 2022 @02:46AM (#31702500)
Precisely. If the US doesn't have juristiction they will just seek extradition and generally get it unless they fuck up the case horribly (like the Kim Dotcom situation).
Re:Do Kwon in more trouble by mytailorisrich on Saturday June 11, 2022 @03:20AM (#31702642)
Depends on the country. Some countries do not extradite their citizens and some others only if what they are accused of is also illegal in their own jurisdiction...
Re:Do Kwon in more trouble by LightG on Saturday June 11, 2022 @08:28AM (#31703974)
This case comes to mind ...

https://www.politico.eu/article/wife-of-us-diplomat-anne-sac...

At core, as with most things, it's unfortunately a question of power, not legality ...

Re:Do Kwon in more trouble by forum_ghost on Saturday June 11, 2022 @03:20AM (#31702643)
What did they screw up with Kim?
Re:Do Kwon in more trouble by jpgvm on Saturday June 11, 2022 @03:29AM (#31702678)
Everything. They couldn't for the life of them work out how to follow procedure so they got crucified by the NZ courts.

If they had just done shit by the book they would have had him on US soil with no problems at all.

FWIW I don't agree that he -should- be able to be extradited. Just stating the fact that if the US had just not screwed the pooch they would have been successful in doing so.

Re:Do Kwon in more trouble by arcticbull on Saturday June 11, 2022 @02:52AM (#31702532)
They'll just mumble interstate commerce and presto changeo, it's off to Club Fed.
Re:Do Kwon in more trouble by gnopgnip on Saturday June 11, 2022 @01:54AM (#31702292)
You can claim a state or country doesn’t have jurisdiction, but if consumers are harmed the courts see it differently
Re:Do Kwon in more trouble by chrisco255 on Saturday June 11, 2022 @02:13AM (#31702383)
And how are they going to enforce it or serve it? At any rate, no, there is no way that any online organized group of people (dao is a loosely defined word, except where legally defined and protected as in Wyoming) will be determined to be legally and universally and internationally jointly and severally liable.

That's not to say that some suits won't be brought but even if bzx lost their case it would not be necessarily a reflection on other legal or political arrangements.

Re:Do Kwon in more trouble by arcticbull on Saturday June 11, 2022 @02:50AM (#31702519)
> And how are they going to enforce it or serve it?

Have you, uh, met America?

Not only is America litigious, the long arm, when sufficiently motivated, will get you anywhere on the face of the planet. Just ask Assange. Not that I support this behavior, or this privilege, but I'm not ostrich enough to pretend it's not on the table.

> dao is a loosely defined word, except where legally defined and protected as in Wyoming

That may matter in Wyoming, but in America, I assure you, the 'ill defined' nature won't stop the prosecutors.

Re:Do Kwon in more trouble by chihuahua on Saturday June 11, 2022 @04:58AM (#31703013)
I mostly agree, but one place people can escape to is Moscow, where Edward Snowden has relocated to. Of course, Russia has become less attractive recently.
Re:Do Kwon in more trouble by malermeister on Saturday June 11, 2022 @07:40AM (#31703761)
I wonder how Ed is doing these days...
Re:Do Kwon in more trouble by Adrox on Saturday June 11, 2022 @11:29AM (#31705210)
He used to tweet daily… Now in the last 3 months he stopped. I wonder if there is no more authorative government actions to denounce…
Re:Do Kwon in more trouble by chihuahua on Sunday June 12, 2022 @05:23AM (#31713122)
I'm not a huge fan of Snowden's; I'm not sure what to think of him. It's tempting to mock him for ending up in Russia of all places - one of the top 3 countries for suppressing dissent. But he didn't go there because he thinks the Russian government is morally superior; he went there because it allows him to stay of out prison.

I don't think he dedicated his life to denouncing all morally questionable government actions everywhere. He ruined his own life by denouncing what the NSA was allegedly doing back then. I'm not sure I can demand that he should ruin his life even more by annoying the Russian government.

Re:Do Kwon in more trouble by arcticbull on Saturday June 11, 2022 @05:46PM (#31708757)
Indeed although one could argue that exile in Russia in and of itself is punishment. Especially since thanks to the long arm of Uncle Sam, you won’t be boarding an international flight any time soon - lest you find it diverted to Cuba.
Re:Do Kwon in more trouble by chihuahua on Sunday June 12, 2022 @05:27AM (#31713147)
It seems that if they wanted to, the Russians could make him fake passport with Snowden's picture and a made-up name and he could go wherever he wants. He shows up in the passenger manifest with some random name and the plane doesn't get diverted.

But he probably doesn't get any favors from Russia because he's not useful to them.

Re:Do Kwon in more trouble by bombcar on Saturday June 11, 2022 @11:16AM (#31705085)
I suspect Putin would hand someone over from Russia for the right price; Snowden currently provides more value to Russia by annoying the US than he would handed over.
Re:Do Kwon in more trouble by jcranmer on Saturday June 11, 2022 @09:06AM (#31704165)
> (dao is a loosely defined word, except where legally defined and protected as in Wyoming)

Looking very closely at the link you give in another document, you have to specifically go through a registration process to register as a DAO in Wyoming, and get the legal benefits of becoming a LLC.

> At any rate, no, there is no way that any online organized group of people will be determined to be legally and universally and internationally jointly and severally liable.

That's not how the law works. If you've got (a) two or more people that (b) agree to do something in partnership [it does not need to even be a written agreement], then by default, you have created a general partnership. An "online organized group of people" is--you guessed it--a group of two or more people that agreed to do something in partnership, so you've got a general partnership, unless someone has a quantum of legal knowledge and takes steps to form any kind of legal governance other than a general partnership. And you've got any legal knowledge, you'll avoid a general partnership, because that means every partner is jointly and severally liable.

Sure, you can override this if you take the proper legal steps. But given how much the crypto community seems to spend trying to claim the law doesn't apply to them (e.g., code is law), I'm skeptical that very many DAOs have taken the appropriate legal steps to avoid forming a general partnership.

Re:Do Kwon in more trouble by georgeecollins on Saturday June 11, 2022 @02:45AM (#31702499)
>> there is no way that any online organized group of people (dao is a loosely defined word, except where legally defined and protected as in Wyoming) will be determined to be legally and universally and internationally jointly and severally liable.

That's an assertion that may be tested when there are tens or hundred of millions of dollars at stake. In our everyday lives how you would go after something like a DAO is not at all obvious. But that doesn't mean there are ways.

And you are right to say it will be a reflection of other legal and political arrangements.

Re:Do Kwon in more trouble by RandomLensman on Saturday June 11, 2022 @05:03AM (#31703042)
Why not? Not a lawyer but isn't it fairly normal in criminal law, for example, with a terrorist or criminal organization (and a fair amount of international cooperation there, too)? To be clear not saying DAOs etc. are in any way falling in that area (criminals aside), but why would the method of organization provide a shield unless created by law (such as an LLC)?
Re:Do Kwon in more trouble by chrisco255 on Saturday June 11, 2022 @05:56AM (#31703292)
As I mentioned above, there are already laws on the books in the United States explicitly protecting DAOs from personal liability when they are registered as a DAO: https://sos.wyo.gov/Business/Docs/DAOs_FAQs.pdf

So there's already an exception to disprove this "universal, international, jointly and severally liable" theory that is going on in this thread. OP was mentioning A16z and the like as if they are not shielded from personal liability for lawsuits targeting the companies they invest in. That's not to say that a16z cannot be sued. But the individual investors that are part of it, that participate in rounds, being sued on a personal level as if they are "jointly and severally liable partners", that is not going to happen. Sorry. Even if Bzx loses their case, the facts of the case are material. The facts of each unique situation matter. Even within the United States.

Just as a thought experiment: if a DAO was created by 7 random people on the internet from Dubai, Latvia, Colombia, Australia, Singapore, Switzerland, and Taiwan, how exactly would you go about bringing a lawsuit against them from the United States? And how would you target them on a "jointly and severally liable" basis?

Re:Do Kwon in more trouble by jcranmer on Saturday June 11, 2022 @09:11AM (#31704191)
> Just as a thought experiment: if a DAO was created by 7 random people on the internet from Dubai, Latvia, Colombia, Australia, Singapore, Switzerland, and Taiwan, how exactly would you go about bringing a lawsuit against them from the United States? And how would you target them on a "jointly and severally liable" basis?

Sue the Australian in the Australian court--common law jurisdiction, so it's going to be quite similar to US laws, and personal jurisdiction over them in Australia isn't going to be hard to establish. I get the judgement against them for the full amount, and it's their problem to get the other 6 people to pony up their share. That's what "jointly and severally liable" means: I only need to go after one person for any claims I have; it's their problem to get the pain distributed.

Re:Do Kwon in more trouble by giaour on Saturday June 11, 2022 @09:48AM (#31704390)
> are already laws on the books in the United States explicitly protecting DAOs from personal liability when they are registered as a DAO

Isn't this only relevant when ash organization takes the legal steps to register as a DAO in Wyoming? If that is not the explicit corporate governance model, then a default structure is assumed.

Analogously, my state (Virginia) has laws on the books limiting my personal liability for judgments against my business iff I register that business as an LLC. If I don't do so, then the business is considered a sole proprietorship, and I can be sued personally for harms my business causes.

Re:Do Kwon in more trouble by RandomLensman on Saturday June 11, 2022 @06:13AM (#31703360)
Thanks for the explanation. As I said, not a lawyer/not very familiar with US domestic law.

For your thought experiment: maybe try to use something from the CFT spectrum, because that you can make stick with a lot of places in some form or another? So not really simple civil law and probably not straight forward (could it even work?)

Re:Do Kwon in more trouble by goindeep on Saturday June 11, 2022 @02:05AM (#31702343)
Hundred percent this.
Re:Do Kwon in more trouble by throwawaycities on Saturday June 11, 2022 @05:13AM (#31703082)
Is this your legal advice?