👨‍⚖️ LexMaker #2 ||| System of a DAO: A Legal Framework for Decentralized Autonomous Organizations

Join us for the 2nd session of LexMaker.

During this session, we will be hosting Miles Jennings from a16z and David Kerr from Cowrie LLC as they provide an update on their published analysis of legal frameworks for DAOs.

Miles Jennings is General Counsel, Crypto for a16z, where he oversees the firm’s investments and legal matters and on a range of regulatory and policy matters for the firm and its portfolio companies. Previously, he was a partner in the Emerging Companies and Capital Markets groups of Latham & Watkins LLP and co-chaired their global blockchain and cryptocurrency task force.

David Kerr is Principal of Cowrie LLC, where he consults on matters of tax, entity structuring and regulatory compliance with a focus on issues facing Web 3. David has over 10 years’ experience as in tax strategy, financial accounting and risk advisory primarily in the fields of gaming, telecommunications and cryptocurrency.

Join us!

:studio_microphone: @Juan and @Retro will host.


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Zoom call
Passcode: COREUNIT

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Meeting ID: 829 4277 3725
Passcode: COREUNIT

Attn: @SES-Core-Unit, @gov-comms-core-unit, @GovAlpha-Core-Unit, @Growth-Core-Unit, @Content-Production, @daif-core-unit, @Protocol-Engineering, @happiness-core-unit, @Oracles-Core-Unit, @Risk-Core-Unit, @Real-World-Finance, @dux-core-unit, @starknet-core-unit, @data-insights-cu, @collateral-core-unit


Very excited for this one. Miles is a thought leader on DAO structuring and has enormous insight from his time at L&W and now at A16Z. I’m not as familiar with David, but his experience is exactly in the areas that are looking at right now.

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This full call is now available for review on the MakerDAO Youtube channel:


LexMaker - Episode #02

December 15th, 2021


  • 00:00: Intro with Juan
  • 27:16: Discussion and Questions with Miles Jennings and David Kerr.
  • 1:00:05: Outro





Agenda and Preamble


  • Hello. Welcome everyone to LexMaker episode #2. Today we are discussing a legal framework for decentralized autonomous organizations. The topic is broad, and it is on purpose.
  • We have two guests of honor: Miles Jennings from a16z, a general counsel, and David Kerr, principal of Cowrie LLC. They have produced this excellent research paper that SCS has been sponsoring. We are pleased to have you here and thrilled to have you sharing this.
  • For other episodes of CUT, please check the forum.


Miles Jennings and David Kerr



27:16 - Robin Nagpal: My question is related to securities. Using governance token is it a security or not?

30:55 - Xavier Lavayssière: Are UNAs recognized internationally?

34:50 - Kianga Daverington: In terms of the capital appreciation of the token, would that be considered distribution of profit, or we are talking about a different type of asset transfer to the holders?

42:25 - Juan: Can you give an example of the interests being transferable for us mortals that do not speak the legal lingo that well?

43:20 - Juan: In the UNA, would you not be able to transfer it? Would you not be able to sell the governance token?

53:46 - PaperImperium: Can a UNA own another entity that has equity, such as an LLC Corporation? Can a UNA later transition to a more formal profit-seeking entity if it matures and decides to distribute profits?

56:45 - Robin Nagpal: When we talk about exchanging the tokens, selling and buying on the secondary market, will the governance tokens will always be considered as securities?

59:18 - Juan: If anyone has any questions watching later, what is the best way to reach you?

Closing Comment




  • Thank you very much, people, for coming. It has been great.


  • Kunfu-po produced this summary.
  • @gala produced this summary.
  • Everyone who spoke and presented on the call, listed in the headers.
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