@mengwong@backofthenapkin 1/ Cyber/cypher-punk operates in legal gray areas, and sometimes in the zone of civil disobedience. So the struggle of being a lawyer/cypherpunk is real, and the two identities are in tension.
2/ Many " blockchain lawyers' " work so far has consisted of trying to legitimize the tech by (a) re-centralizing it to achieve compliance or (b) publicly (& sometimes gleefully) decrying blockchain entrepreneurs' tendencies to violate laws (e.g. securities laws in ICOs).
3/ Even among the lawyers with a cypher/cyber-punk ethos who #BUIDL, I think there has been a tendency to 'not go far enough' in either honoring the radical roots/goals of blockchain technology or acknowledging the gap between legal solutions and cypher/cyber-punk ones.
4/But there are a few lawyers who have BUIDL'd legal tech that advances the cause, esp.: @CaitlinLong_ and @AndreaTinianow with Wyoming's and Delaware's blockchain corp. law amendments and @NYcryptolawyer who founded DLx-law as a 'new kind of law firm for a new kind of economy'
5/@MattCorva , @PatBerarducci and @awrigh01 are also doing important work at @ConsenSys -- both in educating regulators and developing new legal tech. I personally believe all of the above-mentioned lawyers are coming from the right place, though path is tough & full of tensions
6/ My own ideological focus/bias is cyber/cypherpunk, which I believe means leveraging public, permissionless, open-source blockchains. If blockchain generally turns into just a convenient apparatus for institutional nodes to record their consensus on permissioned chains, I'm out
7/ If blockchain generally turns into something that can be reversed, altered or halted by so-called "regulatory supernodes," I'm out.
8/ If on-chain "smart contracts" generally become freely reversible/stoppable programs that might as well be run on AWS, I'm out.
9/ My challenge as a lawyer is to show regulators & other lawyers how cyber/cypherpunk approaches are achievable within a legal framework. The challenge of everyone in the space is to show the rest of the world why these approaches are valuable/positive for society.
10/ Fundamentally the most important BUIDL'ing we can do is the work of spreading cypher/cyberpunk values through society. Without those values, blockchain is just a slow/inefficient/expensive way to do things that can be more easily done with centralized servers/institutions.
11/ But WITH those values, blockchain is a tool is maximize the promises of life, liberty and happiness we all should be striving toward.
12/ I am working on creating some frameworks and models to try to advance the cause. I'm sure those also will be flawed and either not go far enough or go too far. The important thing is that we all keep working and collaborating in the space with the right values in mind.
P.S.--I'm sure there are lots of other lawyers doing positive things in the space and I don't know everyone. I'd also like to acknowledge @legalese
and @mattereum, two projects I need to educate myself more about but that appear to me very promising legaltech approaches.
1/ People who think effective tokenization of securities is right around the corner have another thing coming. The complications and unanswered questions are numerous and have not been done justice in work I've read on the subject.
2/ This is true even with corporate stock, with respect to which Delaware & Wyoming have amended their respective corporate statutes in a way that facilitates blockchain functionality. Thus it is all the more true with other kinds of securities where no such work has been done.
3/ Token protocols generally follow a quasi-bearer-asset logic whereby, from the standpoint of the network, the power to spend a token = ownership of the token = right to transfer ownership of the token.
1/ It seems like a lot of approaches to blockchain-based smart contracts, recognizing that "code is law" was unworkable, are going to the opposite extreme where smart contracts will be easily stoppable through administrator-type privileges, and claiming that this is necessary
2/ to ensure legal compliance. If that is true, then the benefits of deploying a smart contract to a public blockchain (vs. someone's server) are modest. By far the biggest benefit dreamed of by cypherpunks for blockchain-based smart contracts was always their potential
3/ to reduce both ex ante and ex post transaction costs by establishing an "unstoppable" arrangement on a world computer where (assuming good ex ante due diligence into the code), the parties had close to 100% certainty that the code would execute and the funds would flow.
1/Kernel of truth in "code is law": Smart contracts improve finality/efficiency only if we can legally defer to/rely on their results. If we always have to check the code against words and words always win, smart contracts can't REPLACE traditional contracts, only perform them.
2/ But if we want to defer to smart contracts, since "code is law" is crazy, we need a rule that says the results of running the smart contract are legally binding EXCEPT in the event of x, y or z. And we need to say that in words, in a traditional legal contract.
3/ But it turns out that figuring out the right x, y, z exceptions is hard. You need to capture all cases where the smart contract materially glitches without having the exceptions swallow the general rule that the smart contract may be deferred to/relied on.
Tweetstorm: 1/ The 2017 DGCL amendments enable Delaware corporations to put their stock ledgers on a blockchain. This is pretty cool, but seems to have been driven by a book-entry stock vision, and so I think we can improve upon it.
2/ I believe an on-chain ledger is not enough to fully realize the benefits blockchain can provide to traditional corporate stock. Getting rid of stock certs and tracking ownership transfers on-chain means stock is book-entry (vs. certificated), and book-entry has downsides.
3/ For example, under UCC 8-301, delivery of an uncertificated security to a transferee does not occur until the issuer registers the transfer. This means book-entry transfers rely on a third party.
1/ Tweetstorm re: the 'code is law' approach to the new EOS constitution that can be found here: medium.com/@bytemaster/th…
2/ Note generally: the old constitution REQUIRED that all EOS smart contracts be Ricardian--i.e., accompanied by a natural language translation. This new constitution does not, yet everything it says about smart contracts seems to simply presume that they will be Ricardian. Weird
3/ "The Intent of Code is Law where intent is documented by code, Ricardian Contract, user interfaces, and actual use."
1/ Larimer's suggestion that block producers campaign with promises of compensating key-theft victims (coindesk.com/dan-larimer-eo…) would violate Article IV of the original EOS Constitution. That's okay though--he has eliminated Article IV from his new proposed EOS constitution.
2/ Orig. EOS Constitution: "Article IV - No Vote Buying -No Member shall offer nor accept anything of value in exchange for a vote of any type, nor shall any Member unduly influence the vote of another."