A class action lawsuit filed by users of a decentralized finance (“DeFi”) protocol managed by a decentralized autonomous organization, or “DAO,” may shed light on the potential legal liabilities of a DAO and its participants. The complaint in Sarcuni v. bZx DAO, No. 22-cv-0618 (S.D. Cal. May 2, 2022), highlights several issues related to DAO liability of which DAO participants should be aware. There is a common misperception that an unincorporated DAO is not subject to liability because there is no entity for regulators to pursue. The fact is that such DAOs may be deemed general partnerships and the participants may each bear some liability for activities of the DAO. In some cases, a DAO includes a wrapper entity, in part, to shield participants from such liability. This issue highlights a tension between the aspirations of Web3 entities to be decentralized and community-governed on the one hand, and the challenges of accomplishing those aspirations given the current state of corporate law on the other hand.
Yasamin Parsafar is an associate in the Intellectual Property Practice Group in the firm's San Francisco office and is Lead Associate of the firm’s Blockchain Technology & Digital Currency team.
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Continue Reading Tokenization and the Law: Legal Issues with NFTs
Everything is being tokenized these days, including art, games, collectibles and much more. The record prices being fetched have created an NFT frenzy. This distribution model has created a new…
Continue Reading NFTs and Intellectual Property: What IP Owners and NFT Creators Need to Know
The number of different open source licenses is growing and the variation in their terms and complexity is increasing. A number of licenses that appear to be, or are commonly referred to as “open source” do not actually meet the Open Source Initiative (OSI) definition of “open source.” Thus, they do not appear on the OSI list of approved open source licenses. We like to say that these licenses are open source-ish! The lack of standard definition of “open source” can lead to potential legal issues and business problems, particularly in connection with investments or acquisitions in companies that use software covered by such licenses. This is relevant to both companies that use open source software (OSS) and potential investors in or acquirors of those companies.
Continue Reading Open Source-ish! What Defines Open Source and Why it Really Matters in Investments and Acquisitions
A controversial new open source license designed for use with decentralized applications was recently approved by the Open Source Initiative (OSI). The Cryptographic Autonomy License (CAL) claims to be the first open source license specifically designed to protect end users’ rights and ownership of data and control of their cryptographic keys.
Continue Reading Controversial New Open Source License for Decentralized Apps – Protects Users’ Data and Cryptographic Keys