1/ Foundations for Web3 projects - what they are, what they are not and why you even use them.

In crypto law, the 'foundation' is one of the least understood and most expensive products sold to founders.

Oftentimes, it feels like most lawyers themselves do not understand it. 2/ Firstly, why are foundations a thing in Web3? What are we actually solving for by having them around?

The main reason is to solve for the problem of token issuance. But to understand why this is a problem, we must first briefly explain the structure of most Web3 projects.

1/ Lawyers in Web3 are a mixed bunch and one of the most confusing things for founders is when different lawyers provide different types of advice.

Here's a handy breakdown (each starting with the letter 'P' because I enjoy alliteration) of the types of lawyers in Web3. 2/ Firstly, the Purists.

These are deep thinkers and enjoy participating in think-tanks, consultation papers, committees and arguments with other lawyers.

They approach Web3 legal issues from an incredibly technical perspective, and spend a lot of time engineering solutions...

1/ Some thoughts on 'first cycle VCs' and why the best business in Web3 now is selling to teams that launch tokens.

While altcoin performances have left much to be desired, the venture market remains frothy. As an advisor and investor, it is clear there is still ample capital. 2/ An interesting phenomenon over the last couple weeks has been an upturn in fundraising appetite.

Despite the fact that the big TGEs of June 2024 have done poorly, and that many teams still have their TGEs targeted for Q3 this year, the venture market is still frothy.

1/ Some thoughts from a Wassie in a suit regarding the state of the market founded purely on anecdotal evidence gleaned from being a founder, advisor and investor that isn't completely out of touch with reality.

The altcoin / venture market feels incredibly uncomfortable. 2/ Obviously none of these is legal or financial advice, especially because this take is probably mid-curve af.

But these views are formed from having a front-row seat to dozens of fundraisings as an advisor and service provider, as well as being a founder and angel.

1/ A decision relating to @DeFianceCapital's lawsuit against 3AC in Singapore has just been made public and contains some interesting points around the treatment of cryptoassets and trust relationships.

For context, I have been working with @Arthur_0x on this for the past year. 2/ I don't normally post about court decisions or comment publicly on the litigation of clients I work with but given the fact that this fairly significant judgment has been made public (and circulating in the legal space), I thought I'd break from the usual rule.

1/ Longer thread on the 'private placement' mode of fundraising, why it is a net negative for the space and why in an ideal world we should make ICOs great again.

The problem isn't the identity of the participants in these private placements.

Its the model itself thats broken.

https://twitter.com/wassielawyer/status/1748345689472700472

2/ Disclaimer: this thread spawns from pure ideology.

I advise VCs, syndicates and projects that conduct investments via private placements and syndication.

I co-founded a legaltech company that builds tech to facilitate this, funded by VCs and angels in a private placement.

1/ Getting into legal disputes in crypto is incredibly annoying and are among my least favourite engagements.

So here’s a guide to avoiding and navigating disputes so you don’t have to threaten to sue people (which is cringe) or pay lawyers to do so (which is expensive). 2/ Firstly, put in the effort (within reason) to define and document the scope of your agreement.

Yes it’s awkward talking about money, haggling over profit share and contemplating a breakdown in relationship at the start of an endeavour.

But being aligned early on will…

1/ Just finished reading the draft plan of reorganization filed by FTX (i.e. JR3 and team).

Headline points:

- US and Intl recover from separate pools
- Maybe restart FTX Intl
- Crypto claims going to be assessed in USD at Ch 11 date
- Mostly waffling

Quite disappointing. 2/ I realised recently that years as a lawyer have made me an unintentional expert at hedging all my communications.

This draft plan is a masterclass in how to speak like a lawyer (i.e. say a lot while saying very little with conviction and leaving lots of room to backtrack).

1/ This thread is about OPNX and $OX.

It is not one I particularly enjoy writing because I do not like FUDing anyone's bags or discouraging innovation. In fact, when the OPNX deck first surfaced, I thought the idea was a potentially good one.

But I think this PSA is necessary. 2/ There are many potential issues with the OPNX business model. @Travis_Kling has summed a lot of them up in this thread.



But for me - the most fundamental problem with this business model is that OPNX is buying your claims with their native token.

https://twitter.com/Travis_Kling/status/1681012823625986048

1/ One of the most common questions I receive from startup founders is 'Where do I incorporate my company'?

This is a question without an easy answer - and lawyers / service providers all shilling you their own jurisdictions doesn't help.

Hopefully this thread does. 2/ The first question you need to consider is - what is the purpose of the company you are incorporating? This will affect which jurisdictions are suitable - what might work for a development company (Devco) may not work for a token issuer or a DAO wrapper or DAO SPV.

1/ Some thoughts on what the voting process for @Azuki on the recent clusterfuck might look like.

While I have derided the use of 'democracy' as a solution, I actually spent a lot of idle time today thinking about what a vote might look like.

TLDR: Azuki team fucked themselves. 2/ The thing about governance is that it really is more of an art than a science, and designing a governance process is much more than the primitive 'majority rules' concept we are unfortunately too used to.

Azuki is an incredibly interesting case study.

1/ Tokenized financial instruments make sense but not for the reasons you might expect.

I am generally bearish on these because they are usually attempts to dump shit on retail via a flagrant breach of securities laws.

But the institutional use case is real. 2/ Instead of tokenizing say, a basket of questionably sourced USD 50,000 loans to sell to retail, the long-term opportunity is probably in providing the infrastructure for accredited investors / financial institutions to sell say pieces of 1bn loans to each other on-chain.

1/ Spent 2 hours trawling through Celsius filings to write this thread explaining in non-lawyer friendly terms what the winning Celsius bid entails.

TLDR: If your Celsius bag is more than $5000, you get smol distribution and become shareholder in mining / PE company.

https://twitter.com/wassielawyer/status/1661667192533061632

2/ Worth noting that the eventual winning bid was from Farenheit which improved on the 'stalking horse' terms initially put together by NovaWulf in consultation with the debtors.

Those whose interests in this are related to their FTX bags can expect something similar...

1/ A lot of chatter about FTX 2.0 and the positions I see are either (a) people FUDing it or (b) bagholders thinking its going to be the next Binance.

Here are some (hopefully) balanced thoughts from a hentai penguin in a suit about the forms FTX 2.0 could take. 2/ To make clear, FTX 2.0 probably was always going to happen. One of the main priorities for an insolvency practitioner is to figure out whether the business, or parts of it can continue as a going concern.

In other words, selling the chairs and computers is a last resort.

1/ Probably almost a year late but this is a thread regarding Luna-UST which I have been wanting to do for a while now.

There is actually a FAR easier way of getting at TFL / Do Kwon / LFG's assets which none of the lawyers or claimants involved have tried yet. 2/ I initially put this off because I thought at some point one of the many claimants or law firms engaged might figure it out but given the fact that most lawsuits have ground to a halt a bit - I thought I'd throw this idea out into the public domain.

1/ Today, FTX released a preliminary analysis of the asset and liability position of FTX.com and FTX US.

So here is a quick analysis brought to you by a hentai anime penguin in a suit that woke up at sunrise to attend a poorly scheduled meeting. 2/ Headline figures are as follows - FTX.com has 11.2bn of customer liabilities v.s. 2.15bn of located assets in FTX's control, which means you are looking at a net shortfall of about 9bn.

The shortfall is attributed to a massive loan to Alameda, as expected.

1/ Why GTX could lead to another disaster.

I previously argued that GTX has some interesting ideas which could be taken into account in a potential restart or restructuring of FTX.

Now on the news that GTX has completed their raise, I'm here to drop some FUD. 2/ The ideas I encouraged the FTX Debtors, UCC and other ad hoc committees to draw from GTX were predicated on the assumption that we are operating within the Chapter 11 - i.e. restructuring FTX in some way.

GTX as an idea does not work well outside of the FTX bankruptcy.

1/ Further thoughts on on-chain RWA.

The idea is in principle ok - but execution requires an incredible Web3 + Legal + IRL Ops team which no project has right now.

Without this - its just a sexy narrative to pump a garbage token, raise funds or make people pay for your house. 2/ A lot of these ideas even come from the wrong starting point. People assume RWA + onchain = number go up.

But why would number go up? A RWA like a painting, luxury watch or real estate already has a market value in the real world.

There needs to be a reason for tokenising.

1/ This hentai penguin has too much on his plate so will procrastinate on real work by being probably the first to actually consider 'GTX' seriously.

Note this is based on the version of the deck I have seen and I am evaluating the concept and how it could work - not the team.

https://twitter.com/TheBlock__/status/1614986186870734848

2/ Now when we are done choking on the fact that the proposed executive team are the disgraced 3AC founders - what is the fundamental proposal?

People have called it a 'claims trading platform' but it is more than that. It is effectively FTX with a new shitcoin; your FTX claims.

1/ Hi all. Today's FTX thread is brought to you mainly by @gonbegood (follow him!) who has discussed in quite some detail with this suited penguin the Eversheds / Morris complaint.

TLDR: Its good that the argument is raised but some bits seem kind of meh and grifty. 2/ So what is this complaint?

An action has been submitted by an ad hoc committee of FTX customers which seeks a declaration that assets customers deposited, held, received, or acquired on the FTX.com platform are customer property and not the FTX estate's.

1/ I have been asked a fair bit about this tweet so I thought I'd share some quick thoughts on it.

Firstly - I agree that there is value to acquiring FTX's IP in this way in order to use it to spin out a new exchange.

It has been said enough times, FTX was a good platform.

https://twitter.com/Crypto_Joe10/status/1610334832579452928

2/ The thread also shows a very sensible approach to installing the necessary governance structures and playing within the rules rather than outside of it.

It reflects a lot of what I had previously suggested about FTX being a suitable exchange to be under new management.