Yesterday @matt_levine, the Greatest Financial Writer on Earth,[1] wrote 2 paras I want to explore.

[1] His free daily newsletter is best in the business. Go subscribe now. Footnotes in this thread in his honor.bloomberg.com/opinion/articl… Matt wrote: The main way that the law prevents swindles is by requiring disclosure by securities issuers, and the disclosure rules are not well adapted to crypto, meaning that even a non-swindle crypto project will have a hard time registering its tokens and complying with US law

Coinbase's brief is fantastic -- no surprise, given the strong arguments in their favor, and great lawyers (in-house and outside) working on it.

On one point, though -- the Major Questions Doctrine -- I think Coinbase actually *undersold* just how major a question this is. 1/

https://twitter.com/iampaulgrewal/status/1687435194247303168

As background, the "Major Questions Doctrine" is basically that when an agency claims the “power to regulate a significant portion of the American economy” that has “vast economic and political significance,” it must point to “clear congressional authorization” for that power. 2/

I've had a day to absorb the Ripple summary judgment decision. Yesterday's crypto-legal-Twitter commentary (from @BrandonFerrick, @CryptoTaxGuyETH, and many others) was great on the holding. Let's talk about the new questions it raises, and the possible routes it opens. 1/22 To begin, the basic holding: initial sales to institutions were securities offerings, and since they weren't registered, and there was no available exemption (like Reg D sales to accrediteds; Reg S to overseas buyers, etc.), Ripple violated Section 5 of the 1933 Act. 2/

People asking why the SEC/Gensler are taking a ridiculous position on crypto -- i.e., "come in and register, but haha you can't actually because crypto doesn't fit our regs." Is it dumb? Evil? Just protecting incumbents?

No -- it's that they don't see the paradigm shift. 1/ Every 10-20 years, people create some newfangled thing and say, "it's not really securities, we're different!" And the SEC says: no, come on. The securities laws are *designed* to be flexible, to account for all the different and creative ways to have investment contracts. 2/

I find the SEC’s “all crypto projects have to do is come in and register” line unbelievably insulting.

It assumes there’s this vast quantity of sophisticated securities lawyers advising clients, “nah man, screw the SEC, yolo baby, do whatever you want.” 1/6 Tons of projects (and their lawyers!) desperately *want* to come in and register. But when they do, they’re just told “no.” Or worse, they draw a Wells notice (or, as @HesterPeirce said, a court date). 2/6

Some folks liked this thread, about designing systems to promote good incentives. But let's think through it a bit more -- turns out it's not so easy to promote good incentives *equitably* (i.e. for everyone). 1/13

https://twitter.com/ohaiom/status/1614624927306469377?s=20&t=6Ob3_jZ6EM3ctD3H1OOY0g

Let's go back to that HS gym class, where a grading system was designed to help the academically strong but athletically ungifted. Decent motive, poor design. 2/13

I want to tell a story about one of my earliest experiences where I was cognizant of systems designs creating incentives to perform worse. 1/10

https://twitter.com/MsOregonian/status/1614305519719841793

In my HS gym class, too, we were graded on performance. Like running a 6 minute mile was an A, a 7 minute mile a B, etc. BUT: 2/10

In the old days, a stock certificate was printed on a piece of paper. The physical piece of paper itself was no more than a representation of ownership, rights to voting, dividends, etc. If you could somehow separate those rights from the paper, the paper was good for ... 1/ ... nothing. Taking notes? A paper hat? Basically it was useless. The *rights* were key. The vehicle that delivered the rights was meaningless.

Crypto tokens are different! They fundamentally change this paradigm. 2/

Dear @SenWarren: I am generally a fan of yours. I am a liberal progressive and support many of the same things you do. But you are absolutely wrong on crypto, and specifically wrong about this issue. Please let me explain: (1/)

https://twitter.com/SenWarren/status/1498376453280391178

Yes, it is possible that Putin and his cronies will use crypto to move/hide money. But that was already possible, and happening, with cash, jewels, real estate, yachts, etc. There are conventional ways to stop money laundering that - if we try - work quite well. (2/)

@ZetaZeroes Andean, I am a lawyer representing certain individuals involved with Indexed. I have been a regulatory enforcement lawyer for 20+ years. My crypto-credentials/experience at morrisoncohen.com/jgottlieb. I want to explain to you why what you did was illegal and wrong. 1/ @ZetaZeroes Code is not law. Law is law. And what you did was not a “clever trade.” It was market manipulation. It’s illegal. And people go to prison for it. (Ask Michael Coscia, who served three years. Or Edward Bases and John Pacilio, just convicted.) 2/

Real talk about DAOs. Every organization, of any kind, is organized in some way. A corporation. A partnership. Your family. Your local school board. The United States. They’re all, to varying degrees, organized and autonomous. 1/ The biggest questions: how centralized or decentralized are they, and how “autonomous” (self-governing) can they be? 2/

1/ A long thread of thoughts on the Kik answer to the SEC, from a crypto-litigator’s perspective, mostly for non-litigators. static1.squarespace.com/static/5ac136e… 2/ Most answers are not as argumentative as Kik’s. Most simply admit the bare minimum of what’s true, and flatly deny the rest with no further color (or deny knowledge sufficient to answer).