#183 - A founder's playbook for new SEC crypto guidance

What should crypto founders know about the SEC and CFTC's joint interpretive guidance on securities law?

Joining to discuss is Joe Doll (@Sh0edog), Counsel at Day One Law and previously General Counsel at a crypto startup. Joe wrote a detailed breakdown of the guidance aimed at founders, which we walk through from start to finish.

Timestamps:

➡️ 0:00 — Intro

➡️ 0:07 — Why the Howey Test exists

➡️ 3:11 — Why tokens are not necessarily securities

➡️ 7:47 — The five-category token taxonomy explained

➡️ 8:45 — Digital commodities

➡️ 12:13 — The four-factor "statement" test

➡️ 15:57 — Why the guidance might chill disclosure

➡️ 19:32 — Joe's proposal for a minimum attachment period

➡️ 23:30 — Fungibility and the token sales problem

➡️ 28:29 — Decentralization, disclosure obligations, and the CLARITY Act

➡️ 29:41 — Why the attachment theory better serves the policy goals of securities law

➡️ 31:51 — Airdrops

➡️ 37:53 — The CLARITY Act's control framework

➡️ 38:58 — Linux, Red Hat, and the case for immutability

➡️ 43:12 — Equity versus token value

➡️ 43:25 — The story behind the handle @sh0edog

➡️ 45:04 — Decentralized communities

Resources:

• 📓 Joe Doll's article breaking down the SEC and CFTC interpretive guidance for founders
• 📓 SEC and CFTC joint interpretive release on the application of securities laws to crypto assets

Disclaimer: This podcast is for informational and educational purposes only and does not constitute legal or investment advice. Views expressed by guests are their own and do not necessarily reflect those of their employers. Listening to this podcast does not create an attorney-client relationship. Obviously.