Unwrapped DAOs with token-based governance are deemed a civil law partnership in Germany. Token holders have full personal liability as partners. To limit their liability while keeping democratic and decentralized governance control and receiving support as members, participants should consider incorporating their DAO as a European Cooperative. This more flexible European form, when compared to the ‘Genossenschaft’, shows that a ‘DAO limited’ incorporated in Germany would face supranational and international competition. Without the ‘Delaware-effect’ of a well-developed service infrastructure, including legal advice and established case law, a new form will only attract early adopters. Meanwhile, corporate practice will develop hybrids to combine affordances offered by existing legal forms. Further digitalization of registration and governance processes, along with the digitization of required information, may better serve DAOs compared with innovation of legal forms. Progress could also come through sectoral reforms at the European level, specifically in data governance and decentralized finance regulation.
This chapter examines the management of Decentralized Finance (DeFi) Decentralized Autonomous Organizations (DAOs) within the EU's cross-border legal framework, focusing on the implications of the Markets in Crypto-Assets Regulation (MiCA). It discusses the legal structure of DeFi DAOs, the code deference approach, current regulations under MiCA, and best practices for achieving decentralization. The chapter emphasizes the need for clarity in defining ‘full decentralization’ to navigate the regulatory landscape effectively. It concludes that while DeFi DAOs present novel management and governance models, they must operate within the purview of evolving regulations, necessitating informed legal strategies to mitigate risks.
This paper provides a brief history and status of securities legislation in Switzerland. The focus is on the «taken into account effects», which are classified by Swiss law and doctrine as sui generis objects, since by their legal nature they do not relate to things or to claims. The author also evaluates changes in legislation related to the regulation of the use of distributed ledger technology in the area of assignment and circulation of rights. Swiss private law provides issuers with a wide range of alternative forms of issuing securities, which over time creates problems with the formulation of concepts that reflect the essence of new objects. The author draws parallels with Russian dematerialized securities and concludes that Swiss approaches to the dematerialization of securities are not a panacea and cannot provide answers to pressing questions in the domestic doctrine, including what subjective right arises for paperless securities.
The advent of smart contracts has reshaped the dynamics of corporate agreements with the aid of introducing automated, self-executing legal arrangements powered by using blockchain technology. These digital contracts offer great advantages, together with reduced transaction charges, greater transparency, and minimized reliance on intermediaries. However, their integration into corporate agreements provides a range of legal and regulatory challenges that stay unresolved. This paper examines the legal complexities springing up from the usage of smart contracts in corporate environments. It explores their enforceability under existing legal frameworks, highlighting troubles associated with agreement formation, consent, and the interpretation of coded terms. Jurisdictional uncertainty and cross-border enforceability further complicate the legal standing of smart contracts in multinational agreements. The study additionally addresses dispute resolution mechanisms within the context of immutable blockchain statistics, considering whether or not conventional legal remedies are compatible with smart contract structure. It discusses how emerging legal requirements and regulatory responses are shaping the adoption of smart contracts while making sure compliance with contract law principles. Moreover, the paper evaluates real-global programs of smart contracts in company transactions, together with supply chain management, monetary offerings, and decentralized autonomous groups (DAOs). It gives tips for organizations seeking to leverage this technology while mitigating legal dangers through hybrid contract models, legal safeguards, and hazard control frameworks. By means of bridging the gap among technological innovation and legal practice, this research underscores the need for adaptive legal frameworks that balance the performance of automation with the principles of justice, fairness, and duty. Understanding the legal frontiers of smart contracts is important for businesses aiming to harness their capability while navigating the evolving legal panorama of the digital financial system.
Abstract Stablecoins are regulated in the European Union under Regulation (EU) 2023/1114 on Markets in Crypto-assets. That Regulation establishes a bespoke legislative regime for ‘asset-referenced tokens’ and ‘electronic money tokens’. Both are crypto assets, i.e., digital representations of a value or a right that can be transferred and stored electronically using distributed ledger technology or similar technology. Both aim to maintain a stable value by referencing another value or right, a specified asset, pool, or basket of assets. Finally, existing EU financial services legislation covers none of them. This work describes the main features of those crypto assets. Current rules seek to provide legal certainty for issuers of stablecoins in the UE (by imposing a common set of provisions applicable to all of them regarding their authorisation, governance requirements, etc.), give appropriate protection for holders of those crypto assets (by regulating their rights against issuers, the rules applicable to crypto-asset white papers or the marketing communications), or address potential financial stability and monetary policy risks that could arise from their use as a means of exchange (by monitoring or restricting the issuance).
The SNB implements its monetary policy by using several instruments, including repurchase agreement (repo) transactions. The SNB conducted test repo transactions involving tokenised assets and wholesale central bank digital currency. These so-called digital repos were settled on a distributed ledger technology (DLT) infrastructure. The tests revealed that settlement of repos on a DLT-based infrastructure is feasible, and provided insights into the corresponding challenges. Specifically, integrating a DLT-based infrastructure into today's money market as in the test setup presents challenges related to market fragmentation, the need for enhanced collateral management capabilities, and the harmonisation of communication standards.
We study a game-theoretic model for pool formation in Proof of Stake blockchain protocols. In such systems, stakeholders can form pools as a means of obtaining regular rewards from participation in ledger maintenance, with the power of each pool being dependent on its collective stake. The question we are interested in is the design of mechanisms, i.e., "reward sharing schemes," that suitably split rewards among pool members and achieve favorable properties in the resulting pool configuration. With this in mind, we initiate a non-cooperative game-theoretic analysis of the well known Shapley value scheme from cooperative game theory into the context of blockchains. In particular, we focus on the oceanic model of games, proposed by Milnor and Shapley (1978), which is suitable for populations where a small set of large players coexists with a big mass of rather small, negligible players. This provides an appropriate level of abstraction for pool formation processes that occur among the stakeholders of a blockchain. We provide comparisons between the Shapley mechanism and the more standard proportional scheme, in terms of attained decentralization, via a Price of Stability analysis and in terms of susceptibility to Sybil attacks, i.e., the strategic splitting of a players' stake with the intention of participating in multiple pools for increased profit. Interestingly, while the widely deployed proportional scheme appears to have certain advantages, the Shapley value scheme, which rewards higher the most pivotal players, emerges as a competitive alternative, by being able to bypass some of the downsides of proportional sharing in terms of Sybil attack susceptibility, while also not being far from optimal guarantees w.r.t. decentralization. Finally, we also complement our study with some variations of proportional sharing, where the profit is split in proportion to a superadditive or a subadditive function of the stake, showing that our results for the Shapley value scheme are maintained in comparison to these functions as well.
Decentralized autonomous organizations (DAOs) represent a rapidly evolving form of an organization built on top of a blockchain. These entities aim to facilitate collective decision-making "from the bottom up," without relying on centralized authorities such as directors, vice presidents, or a hierarchical system of administrators. Instead, DAOs allow all members to vote on topics of resource allocation and future directions with the rationale that collective decision-making often leads to better outcomes, provided the group works cohesively. However, this inherently utopian concept has garnered both excitement and skepticism. Historically, decentralized organizations such as guilds and labor unions have excelled in coordinating specific activities but struggled in areas requiring centralized authority—such as conflict resolution, direct competition, or adapting to an evolving environment. Therefore, the effectiveness of a DAO heavily depends on its purpose and the alignment of its members' goals and worldviews.
Decentralized Autonomous Organizations (DAOs), novel organizational structures governed by smart contracts on a blockchain, present a profound challenge to established legal paradigms. Designed to be borderless, transparent, and autonomous, DAOs operate in inherent conflict with a global legal system predicated on territorial jurisdiction and centralized authority. This article provides an exhaustive analysis of the treatment of DAOs under private international law (PIL). It begins by examining the fundamental crisis of legal categorization, where „unwrapped” DAOs face a default classification as general partnerships, imposing unlimited personal liability on their members—a risk starkly illustrated by landmark litigation such as CFTC v. Ooki DAO. The analysis then delves into the core tenets of PIL, demonstrating the inadequacy of traditional connecting factors for determining jurisdiction and applicable law in a decentralized context and exploring the formidable challenges of enforcing judgments against on-chain assets. Through a comprehensive comparative analysis of emerging regulatory frameworks in the United States (Wyoming), the European Union (MiCA), Switzerland (DLT Act), Liechtenstein (Blockchain Act), and the United Kingdom (Law Commission proposals), this article maps the fragmented global response. It argues that the adoption of „legal wrappers” is not merely a corporate structuring choice but a strategic PIL maneuver to preempt legal uncertainty. The article concludes that the legal landscape is evolving from a simple question of „what is a DAO?” to a complex, second-generation PIL problem of „which DAO law applies?” It posits that the future lies not in the triumph of code over law, but in a hybrid synthesis, and calls for international cooperation to develop coherent principles that can guide the integration of these transformative entities into the global legal order.
p class="MsoNormal"Technology has played – and continues to play – a pivotal role in the implementation of the corporate and financial economic world. A particularly significant aspect lies in the rise of autonomous automations within the domain of private law. A striking example of this evolution is represented by the increasing establishment of so-called Decentralized Autonomous Organizations (hereinafter DAOs) – true entities whose nature and systematic placement within the corporate context, if any, will be explored in this paper – directly derived from blockchain, managed, and administered through the use of smart contracts. Looking towards the future, provided that DAOs can formally and effectively be integrated into the EU corporate framework, they seem to represent a challenge to the pre-established system by offering an alternative, operational, and autonomous model.
Decentralized Autonomous Organizations (DAOs), based on blockchain technology, are organizations that operate autonomously according to agreements made among members rather than through a centralized authority. Utilizing blockchain’s attributes of decentralization and cryptography, DAOs embody decentralization, autonomy, and transparency, establishing themselves as a distinctive governance model. However, despite the increasing prevalence of DAOs globally, their legal nature remains ambiguous, leading to unclear legal relationships and insufficient protection for participants and third parties. In 2021, Wyoming proactively established the Wyoming Decentralized Autonomous Organization Supplement, creating a foundational legal framework for the formation, operation, and dissolution of DAOs. Wyoming recognizes DAOs as a special form of LLC. However, considering the various types of DAOs in operation, legislation that reflects each organization's characteristics, rather than prescribing a single legal status, is needed. Furthermore, this study reviews elements within Wyoming’s regulations that may conflict with DAOs’ core values of decentralization and anonymity, highlighting areas requiring caution in the legislative process. Finally, to address the technical risks and potential centralization tendencies within DAOs, this paper suggests imposing a high duty of care on key developers, introducing clauses to exclude indemnification for core members, and formalizing dispute resolution procedures in advance.
In the ever-evolving realm of blockchain technology, one of the most intriguing concepts to emerge is that of the Decentralized Autonomous Organization ( DAO ). At its core, a DAO is an organization that operates based on predefined rules encoded as computer programs called smart contracts. Unlike traditional organizations, a DAO functions autonomously, without the need for centralized control, relying on the collective decision-making of its members.
W artykule autor poddaje analizie możliwość zastosowania technologii rejestru rozproszonego do prowadzenia rejestru akcjonariuszy w polskim prawie handlowym. Jako źródło rozważań autor przyjął nowo dodaną do polskiego porządku prawnego prostą spółkę akcyjną, w której rejestr akcjonariuszy może być prowadzony właśnie z wykorzystaniem analizowanej technologii. Poczynione rozważania ukierunkowane są na przedstawienie zalet oraz wyzwań, z którymi musi się zmierzyć nowa technologia, a także na przedstawienie możliwości jej stosowania w amerykańskim prawie spółek.
Maruf Ahmed Mridul, Kaiyang Chang, Aparna Gupta, Oshani Seneviratne
The global financial landscape is experiencing significant transformation driven by technological advancements and evolving market dynamics. Moreover, blockchain technology has become a pivotal platform with widespread applications, especially in finance. Cross-border payments have emerged as a key area of interest, with blockchain offering inherent benefits such as enhanced security, transparency, and efficiency compared to traditional banking systems. This paper presents a novel framework leveraging blockchain technology and smart contracts to emulate cross-border payments, ensuring interoperability and compliance with international standards such as ISO20022. Key contributions of this paper include a novel prototype framework for implementing smart contracts and web clients for streamlined transactions and a mechanism to translate ISO20022 standard messages. Our framework can provide a practical solution for secure, efficient, and transparent cross-border transactions, contributing to the ongoing evolution of global finance and the emerging landscape of decentralized finance.
This chapter examines various “types of organizations” (and subtypes within each) as an important issue for scholars because of the evolving and expanding nature of organizational types. It begins with a review of major existing types of organizations - including for-profits, nonprofits, benefit corporations, government/ public, etc. Two other broad approaches to understanding types of organizations are then presented. First, hidden/clandestine organizations represent a less visible type of collective found in various parts of society that may differ in key ways from more visible forms. Second, a range of other alternative organizational types that depart in significant ways from traditional forms are discussed (e.g., cooperatives, decentralized autonomous organizations, temporary organizations, etc.). The chapter concludes with a brief discussion about future work in our field around the topic of organizational types.