Law of Code

DUNA — the Decentralized Unincorporated Nonprofit Association — is one of the most important new legal structures for crypto governance.

To understand its history, tax implications, and jurisdictional trade-offs, I sat down with David Kerr, founder of Cowrie, a crypto-native advisory firm specializing in U.S. tax compliance and entity structuring.

David was instrumental in drafting the Wyoming DUNA Act, and in this episode we discuss the evolution of UNAs, why Wyoming stepped up, the tax and compliance realities facing projects, and what this means for the future of DAOs in the U.S.

Timestamps:

➡️ 00:00 — Intro

➡️ 00:46 — Sponsor: Day One Law

➡️ 01:09 — Origins of the DUNA: why unincorporated associations matter

➡️ 03:32 — Early U.S. entity law, UNAs, and Wyoming’s first adoption in 1993

➡️ 07:53 — Why some states resisted hybrid entity forms

➡️ 12:30 — Nonprofit ≠ tax exempt: clearing up misconceptions

➡️ 16:15 — How DAOs and protocol treasuries fit with the DUNA model

➡️ 20:45 — Legislative drafting in Wyoming and lessons from Texas

➡️ 27:07 — Secretary of State & local support

➡️ 29:16 — When does a U.S. DUNA make sense for international projects?

➡️ 31:54 — Tax trade-offs: advantages, disadvantages, and compliance

➡️ 38:54 — Treasury management, W-8/W-9s, and reporting obligations

➡️ 41:56 — The DUNA as “where governance goes”

➡️ 47:39 — Building Cowrie: tax, filings, advisory, and administrator services

➡️ 49:11 — Crypto’s “LLC moment”

& more.

Sponsor: This episode is brought to you by ⁠Day One Law⁠ — a boutique law firm helping crypto startups navigate complex legal challenges. Subscribe to ⁠Day One's free monthly newsletter⁠ for legal updates.

Resources:

📄 Wyoming DUNA Act

📜 Cowrie’s overview of UNAs & DUNAs

DOJ Criminal Division Chief Matthew Galeotti recently stated: “Merely writing code, without ill intent, is not a crime.” He emphasized that developers of neutral tools should not be held liable for someone else’s misuse.

Joining me to unpack what this means for developers is Amanda Tuminelli, Executive Director of the DeFi Education Fund. We discuss the DOJ’s remarks, DEF’s role in shaping the conversation, and what comes next for developer protections, market structure legislation, and global DeFi policy.

Timestamps:

➡️ 00:00 — Intro

➡️ 00:46 — Sponsor: Day One Law

➡️ 01:09 — DOJ’s statement: “writing code is not a crime”

➡️ 03:17 — How the Tornado Cash trial might have been different

➡️ 05:15 — DEF’s advocacy on Section 1960

➡️ 07:05 — Remaining gray areas: sanctions, facilitation & intent

➡️ 10:30 — How developers can show good faith reliance

➡️ 12:25 — Where developer protections may land in market structure bills

➡️ 14:30 — DEF’s next priorities: Roman Storm, market structure, SEC engagement

➡️ 17:11 — Defining “facilitate” and why rulemaking could help

➡️ 19:08 — Global impact of U.S. leadership on DeFi

➡️ 20:57 — Stablecoins, GENIUS Act, and regulatory momentum

➡️ 21:41 — Final thoughts on clarity and innovation

& more.

Sponsor: This episode is brought to you by Day One Law — a boutique law firm helping crypto startups navigate complex legal challenges. Subscribe to Day One's free monthly newsletter for legal updates.

Resources:

📄 DOJ remarks by Matthew Galeotti in Jackson, WY

📜 DEF coalition letter on developer protections

📬 Contact: info@defieducationfund.org

Disclaimer: Nothing in this podcast is legal advice. The views expressed are those of the host and guest and do not necessarily reflect those of their organizations. Always consult your own counsel before making legal decisions.

Sponsor: This episode of the Law of Code podcast is brought to you by Day One Law, a boutique corporate law firm for founders and funds in crypto. Learn more at ⁠dayonelaw.com⁠.

The regulatory winds in Washington have shifted dramatically, and Anchorage Digital has been in the middle of it all. Kevin Wysocki, Head of Policy at Anchorage Digital, joins the podcast to discuss:

01:07 – White House crypto report & GENIUS signing

02:20 – Anchorage as the first federally chartered digital asset bank

03:20 – Stablecoins, de-banking

05:08 – Institutional demand post-GENIUS

07:03 – Partnering to on-shore stablecoin issuance

10:36 – Market structure legislation: custody, vertical integration & yield

14:06 – Timeline for Senate and House bills

15:58 – Bipartisan engagement on Capitol Hill

18:33 – Policy sticking points & compromises ahead

20:18 – Market maturity tests & Anchorage’s stance

21:48 – Cross-border custody & protecting self-custody

23:25 – Taxes, tokenization & national security on the horizon

26:22 – Bankruptcy remoteness & why custody matters

Kevin is a Capitol Hill veteran, having worked for the House Financial Services Committee, Rep. Andy Barr, and Rep. Tom Emmer, before moving into government affairs at Meta and now leading policy efforts for the first federally chartered digital asset bank.

Disclaimer: The information provided in this podcast is for educational purposes only and should not be construed as legal or investment advice.

This episode is brought to you by Day One Law, a boutique corporate law firm helping crypto startups navigate complex legal challenges. Visit ⁠⁠dayonelaw.xyz⁠⁠ to get in touch, or ⁠⁠subscribe to their free newsletter⁠⁠ for crypto legal updates.

Show notes:

In early August, the Uniswap Foundation proposed that Uniswap Governance adopt a Wyoming-registered DUNA (Decentralized Unincorporated Nonprofit Association). A first-of-its-kind structure for DAOs, the DUNA could be crypto’s LLC moment.

Joining me to discuss this development is Brian Nistler, General Counsel of the Uniswap Foundation, and Rodrigo Seira, Special Counsel at Cooley. We discuss what a DUNA is, why Uniswap proposed it, and what it means for governance participants and token holders.

Timestamps:

01:07 – What a DUNA is and why DAOs need it

02:16 – Wyoming's innovation

07:14 – Membership without KYC

09:22 – Uniswap Governance, not Uniswap Foundation

11:25 – Why DUNA is the right fit

13:57 – Liability for token holders?

17:17 – Preserving Uniswap's decentralization

21:13 – Administrators and ministerial agents

24:30 – Will courts respect the liability shield?

25:59 – Tax obligations and tradeoffs

29:37 – Lessons for other DAOs

34:04 – How DUNA fits into Uniswap Unleashed

35:15 – Where the DUNI proposal stands

36:19 – Should non-U.S. projects consider DUNAs?

37:43 – Resources to learn more

Disclaimer:

Nothing in this podcast is legal advice. Please consult a lawyer for advice specific to your situation.

Resources:

• Uniswap DUNA Proposal
• Miles Jennings and David Kerr on the DUNA

The Roman Storm trial ended with one guilty verdict, raising big questions about what comes next for developers and open-source protocols. To unpack the implications, I’m joined by Peter Van Valkenburgh, Executive Director of Coin Center.

Coin Center is hosting their annual dinner on Thursday, September 25, 2025 at the Plaza Hotel in New York City.

Timestamps:

➡️ 00:00 – Introduction

➡️ 01:00 – Explaining the Roman Storm verdict

➡️ 03:00 – FinCEN's 2019 guidance

➡️ 07:40 – Implications for future regulatory guidance

➡️ 14:20 – First Amendment and due process defenses

➡️ 21:30 – Future of peer-to-peer crypto

➡️ 27:40 – Coin Center’s six-month policy review

➡️ 35:30 – The President’s Working Group Report

➡️ 38:50 – Why crypto must be more than an investment

Sponsor: This episode is brought to you by Day One Law, a boutique corporate law firm helping crypto startups navigate complex legal challenges. Visit dayonelaw.xyz to get in touch, or subscribe to their free newsletter for crypto legal updates.

Disclaimer: This podcast is for educational purposes only and is not legal or financial advice.

Crypto tax expert Jason Schwartz joins the podcast to break down what founders get wrong about taxes — and what’s changing in 2025.

Jason is a partner at Cahill NXT, where he specializes in the tax treatment of digital assets, financial products, and decentralized protocols. In this episode, he shares insights on how projects are approaching structuring, the rise of 501(c)(4) entities, common tax pitfalls with Cayman foundations, and how the IRS might soon leverage AI to change enforcement.

Timestamps:
➡️ 00:00 — Intro

➡️ 01:18 — Sponsor: The Hedera Council

➡️ 01:23 — Crypto tax trends

➡️ 04:23 — Can offshore projects return onshore?

➡️ 05:12 — Common tax mistakes & how they could backfire

➡️ 11:31 — What happens if the IRS comes knocking

➡️ 13:55 — Major crypto tax developments under the new administration

➡️ 18:56 — Status of Lummis’ tax proposal and what might come next

➡️ 24:50 — Staking: why current proposals may not solve the problem

➡️ 31:11 — Airdrops: what upcoming legislation could get wrong

➡️ 36:30 — How the IRS might use AI and what that means for crypto traders

➡️ 42:24 — Why a mark-to-market election could provide needed clarity

➡️ 44:39 — Lending, wrapping, and other grey areas: what’s “reasonable”?

& more.

Sponsor: This episode is brought to you by the Hedera Council, the decentralized governing body for the Hedera network. They are currently hiring a Legal Counsel, and interested candidates can apply at https://hedera.com/future?gh_jid=4574329006. Be sure to tell them you heard of the position on the Law of Code podcast!

📬 Jason on Twitter: @CryptoTaxGuyETH

Disclaimer: Jacob Robinson and his guests are not your lawyer. Nothing herein or mentioned on the Law of Code podcast should be construed as legal advice. The material published is intended for informational, educational, and entertainment purposes only. Please seek the advice of counsel, and do not apply any of the generalized material to your individual facts or circumstances without speaking to an attorney.

SEC Commissioner Hester Peirce and Crypto Task Force Chief Counsel Mike Selig return to the podcast to share updates from the SEC’s Crypto Task Force — plus their thoughts on tokenized securities, market structure legislation, exemptive relief, and the role of decentralization in regulatory design.

Timestamps:

➡️ 00:00 — Intro

➡️ 00:46 — Sponsor: Day One Law

➡️ 01:09 — Tokenizing securities: what facts and circumstances matter

➡️ 02:51 — What exemptive relief could look like

➡️ 04:51 — Timeline for SEC action on tokenization

➡️ 05:14 — Key regulatory risks in tokenized markets

➡️ 07:44 — Could ZKPs enable on-chain compliance?

➡️ 09:55 — Will smart contract auditors exist at the SEC?

➡️ 10:38 — How decentralization fits into new frameworks

➡️ 15:27 — Best practices for speaking with the SEC

➡️ 17:38 — Pathways for offshore projects to re-engage in the U.S.

➡️ 18:45 — Passport regime vs. U.S.-specific compliance

➡️ 20:45 — What Crypto Task Force meetings actually look like

➡️ 22:09 — How the SEC views DePIN models and incentives

➡️ 23:40 — Could yield-bearing stablecoins become regulated products?

➡️ 24:54 — SEC–CFTC joint rulemaking: what’s next

& more.

Sponsor: This episode is brought to you by Day One Law — a boutique law firm helping crypto startups navigate complex legal challenges.

Resources:

📄 SEC Crypto Task Force information page

📬 Contact: crypto@sec.gov

📜 “Enchanting, but Not Magical: A Statement on the Tokenization of Securities” — Commissioner Peirce’s statement on tokenized securities.

Derivatives expert Katherine Kirkpatrick Bos, General Counsel of StarkWare, joins the podcast to discuss the first-ever CFTC-regulated "perpetual-style" futures contracts to occur onshore — a move that may pull trading volume back from offshore exchanges and reshape global market dynamics.

Prior to joining StarkWare, Katherine was Chief Legal Officer of Cboe Digital, a U.S. regulated exchange and clearinghouse for crypto spot and crypto derivatives markets.

Timestamps:

➡️ 00:00 — Intro
➡️ 00:53 — Sponsor: Day One Law
➡️ 01:27 — What are 'perps'?
➡️ 04:29 — Why have perps been offshore?
➡️ 07:48 — How are these new contracts CFTC-regulated?
➡️ 12:24 — Comparing regulated perps to offshore offerings
➡️ 15:56 — Benefits and protections for U.S. traders using onshore perps
➡️ 20:06 — Could this repatriate crypto volume to U.S.-regulated venues?
➡️ 24:48 — The future of crypto derivatives regulation: urgent areas needing clarity
& much more.

Sponsor: This episode is brought to you by Day One Law — a boutique law firm helping crypto startups navigate complex legal challenges. Visit ⁠⁠https://www.dayonelaw.xyz/⁠⁠ to get in touch.

Disclaimer: Jacob Robinson and his guests are not your lawyer. Nothing herein or mentioned on the Law of Code podcast should be construed as legal advice. The material published is intended for informational, educational, and entertainment purposes only. Please seek the advice of counsel, and do not apply any of the generalized material to your individual facts or circumstances without speaking to an attorney.

Stablecoins have grown from a total value of ~$2 billion in 2019 to over $230 billion by early 2025, enabling $33 trillion in transactions across 236 million wallets.

But beneath this growth lies a deep — and fragile — dependence on the U.S. Treasury market.

Professor Yesha Yadav of Vanderbilt Law School and Brendan Malone, formerly of Paradigm, the Federal Reserve Board, and MIT, discuss their paper on the critical but underexamined relationship between U.S. dollar stablecoins and Treasuries.

They unpack why Treasuries act as the “anchor” for stablecoins, explore operational and liquidity risks, and outline what policy changes might be necessary to avert a crisis.

Timestamps:

➡️ 00:00 — Intro

➡️ 01:10 — Sponsor: Hedera Council is hiring a legal counsel

➡️ 02:40 — Why is the U.S. Treasury market so critical to stablecoins?

➡️ 04:32 — Treasuries as “cash equivalents” and risk-free assets

➡️ 07:33 — What does it mean to “hold” Treasuries?

➡️ 11:38 — Liquidity and operational risks

➡️ 14:34 — Changing structure of Treasury markets

➡️ 16:12 — 24/7 crypto vs. limited-hour Treasury markets

➡️ 20:06 — Systemic risk scenarios

➡️ 28:27 — The urgent need for preemptive policy solutions

➡️ 33:22 — Regulatory fragmentation: “everyone’s responsible, so no one is”

➡️ 38:51 — Possible reforms: more short-term issuance, repo market, reserves access

➡️ 40:53 — Treasuries as “risk-free” assets — myth vs. reality

➡️ 46:23 — Potential Fed facilities and why they aren’t in place yet

➡️ 51:06 — Bonus: Hedera Council’s General Counsel Gregory Schneider on their open position.