One post tagged with "legal"

Launching a protocol or scaling an on-chain product is no longer just a technical exercise. Regulators are scrutinizing everything from token launches to wallet privacy, while users expect consumer-grade protections. To keep shipping with confidence, every founding team needs a structured way to translate dense legal memos into product decisions. Drawing from 50 of the most common questions web3 lawyers hear, this playbook breaks the conversation into builder-ready moves.

1. Formation & Governance: Separate the Devco, the Foundation, and the Community​

• Pick the right wrapper. Standard C-corps or LLCs still handle payroll, IP, and investor diligence best. If you plan to steward a protocol or grant program, a separate non-profit or foundation keeps incentives clean and governance transparent.
• Paper every relationship. Use IP assignments, confidentiality agreements, and vesting schedules with clear cliffs, lockups, and bad-actor clawbacks. Document board approvals and keep token cap tables as tight as your equity ledgers.
• Draw bright lines between entities. A development company can build under license, but budget, treasury policy, and decision rights should sit with a foundation or DAO that has its own charter and constitution. Where a DAO needs legal personality, wrap it in an LLC or equivalent.

2. Tokens & Securities: Design for Utility, Document the Rationale​

• Assume regulators look past labels. “Governance” or “utility” tags only matter if users actually interact with a live network, buy for consumption, and are not pitched profit upside. Lockups can reduce speculation but should be justified as stability or anti-sybil safeguards.
• Differentiate access from investment. Access tokens should read like product passes—pricing, docs, and marketing must reinforce entitlement to services, not future profits. Stablecoins trigger their own payments or e-money regimes depending on reserves and redemption rights.
• Treat staking and yields like financial products. Any promise of APRs, pooling, or reliance on the team’s efforts raises securities risk. Keep marketing plain, share risk factors, and map a compliant SAFT-to-mainnet plan if you raise with future tokens.
• Remember NFTs can be securities. Fractionalized ownership, revenue shares, or profit language tips them into investment territory. Lean, consumptive NFTs with explicit licenses are safer.

3. Fundraising & Sales: Market the Network, Not the Moonshot​

• Disclose like a grown-up. Purpose, functionality, vesting, allocations, transfer limits, dependencies, and use of proceeds belong in every sale memo. Keep marketing copy aligned with those docs—no “guaranteed yield” tweets.
• Respect jurisdictional lines. If you cannot comply with U.S. or other high-friction regimes, layer geofencing with eligibility checks, contractual restrictions, and post-sale monitoring. KYC/AML is standard for sales and increasingly for airdrops.
• Manage promotion risk. Influencer campaigns need clear sponsorship disclosures and compliant scripts. Exchange listings or market-making deals demand written agreements, conflict checks, and honest communications to venues.

4. AML, Tax, and IP: Build Controls Into the Product​

• Know your regulatory role. Non-custodial software faces lighter AML obligations, but once you touch fiat ramps, custody, or intermediated exchange, money-transmitter or VASP rules apply. Prepare sanctions screening, escalation paths, and travel-rule readiness where relevant.
• Treat tokens like cash for accounting. Token inflows are typically income at fair market value; sales later trigger gains or losses. Compensation grants often create taxable income at vesting—use written grants, track basis, and prepare for volatility.
• Respect IP boundaries. Pair NFTs and on-chain content with explicit licenses, honor third-party open-source terms, and register trademarks. If you are training AI models, confirm dataset rights and scrub sensitive data.

5. Privacy & Data: Limit Collection, Plan for Deletion​

• Assume wallet addresses are personal data. Combine them with IPs, device IDs, or emails and you have personal identifiable information. Collect only what you need, store off-chain when possible, and hash or tokenize identifiers.
• Engineer for erasure. Immutable ledgers do not excuse you from privacy laws—keep PII off-chain, remove references when users request deletion, and sever links that could re-identify hashed data.
• Be transparent about telemetry. Cookie banners, analytics disclosures, and opt-outs are table stakes. Document an incident response plan that covers severity levels, notification timelines, and contact points.

6. Operations & Risk: Audit Early, Communicate Often​

• Audit and disclose. Independent smart-contract audits, formal verification where warranted, and an ongoing bug bounty signal maturity. Publish reports and explain residual risks plainly.
• Set clear Terms of Service. Spell out custody status, eligibility, prohibited uses, dispute resolution, and how you handle forks. Align ToS, privacy policy, and in-product behavior.
• Plan for forks, insurance, and cross-border growth. Reserve rights to choose supported chains, snapshot dates, and migration paths. Explore cyber, crime, D&O, and tech E&O coverage. When operating globally, localize terms, vet export controls, and use EOR/PEO partners to avoid misclassification.
• Prepare for disputes. Decide in advance whether arbitration or class-action waivers fit your user base. Log law-enforcement requests, verify legal process, and explain technical limits like the absence of key custody.

7. The Builder’s Action Checklist​

• Map your operational role: software vendor, custodian, broker-like service, or payments intermediary.
• Keep marketing factual and functionality-focused; avoid language that implies speculative returns.
• Minimize custody and personal data collection; document any unavoidable touchpoints.
• Maintain living docs for token allocation, governance design, audit status, and risk decisions.
• Budget for legal counsel, compliance tooling, audits, bug bounties, and tax expertise from day one.

8. Turning Legal Advice Into Product Velocity​

Regulation will not slow down for builders. What changes outcomes is embedding legal considerations into backlog grooming, treasury management, and user communications. Make counsel part of sprint reviews, rehearse incident response, and iterate on disclosures the same way you iterate on UX. Do that, and the 50 FAQs above stop being a blocker and start becoming a competitive moat for your protocol.