0x8ab0c174…ad1csent to0x6f3e6272…223d·#22,225,007·view on Etherscan
We’re always open to putting the right people in the right positions, but we don’t believe the potential legal and structural consequences of this have been fully discussed (unless we missed this?)
We’re not pretending to be experts here, but Wylin raises valid concerns. We’d love to see more dialogue before moving forward, especially around the risks this might create for the DUNA and DAO as a whole.
+1
> I'm deeply concerned that in the rush to push through the DUNA & dearth of information provided along the way, DAO members have fundamental misunderstandings of our new legal entity, leading them to take actions that could put the DUNA itself at risk and reframe Nouns NFTs as securities.
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> “...if you end up in a situation, where all you’ve done is recreated managers through the Administrator structure, then you’ve ended up in a structure that has managers, and none of the inherent protections of having managers. So it’s capped around, you don’t want to build up into this too complexly. You want to stay flat structured and decentralized and simple…
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> Can you simply, by calling managerial effort something different, avoid the fiduciary obligations that come with it? The answer is, it depends on what they’re having them do. If they’re working and they’re providing value and driving the direction of the project forward, that can influence token price; you certainly have a centralization problem with Securities… to the degree you want to wrap them as an agent, you need to decide what their fiduciary duties are.
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> So the more robust you build around the administrators, the less effective the structure works because you’re taking on the more traditional form of corporate business that everyone says does not exist… The more you do those things, the less like a decentralized flat organization you are and you’re driven forward by the efforts of others.
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> Now that just inherits all of the problems in probably a weaker entity form to make those cases...
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> There's certainly not a prohibition around committees. I think committees are going to be very important around things like signing the tax returns to demonstrate the effectiveness of review necessary, but I think every single time you empower someone to do a task, you need to ask 'are we empowering them to use their decision-making skills and how broadly, or are we empowering them to do a specific task that requires real world operations?” - David Kerr, Cowrie LLC, co-author of the DUNA model legislation
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> “Generally speaking, what we’re talking about when we view this legal wrapper and what it’s for, is to wrap a public infrastructure. It’s a Homeowner’s Association for internet infrastructure…the whole idea here is to provide a structure that enables this public infrastructure to remain credibly neutral… we’re talking about the infrastructure layer, it’s a very different concept and one that does not require a hierarchy of individuals coordinating activity and building out an organizational structure underneath these DUNAs…
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> From a practical perspective, you don’t put all of these people into the DUNA and have them performing services behalf of the DUNA and having obligations to other DUNA members to drive value to the organization; now you’ve defeated the purpose of the organization…
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> The point of the managerial efforts and securities laws analysis is not the no can provide any value to the ecosystem, it’s just that you want a lot of redundancy and you want a lot of people developing… you want to see tons of people providing value and all of that happening organically within the ecosystem outside of the DUNA itself… as opposed to having a bunch of contractors contracting to provide different types of services because…
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> if you do that, you basically undermine the whole reliance on managerial efforts because now you’re dependent on those people you’ve empowered to drive the value of the ecosystem.” - Miles Jennings, a16z General Counsel and co-author of the DUNA model legislation.
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> appointing & empowering a single member as maintainer of the repo, or of the social media accounts, would seem to place managerial efforts on individuals to drive value to Nouns
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> I would gladly vote For a committee of members, including Volky, to maintain the repo
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> I also do not think Flows is an appropriate method for compensation. Acknowledging my conflict of interest as I have a software flow for Nouns 95, my concern is rooted in Flows lack of operational structure & tax compliance.
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> As an organization with significant US nexus, Flows needs to be incorporated & sending tax forms to receipients receiving $600+ of funding, else we will be funding and encouraging contribution to the DUNA via a noncompliant organization