 Welcome to another episode of law.mit.edu's idea flow. And today, March 25, 2022, we have a really core topic for you and one that is near and dear to our hearts and to our research, namely the law surrounding decentralized autonomous organizations. In particular, we have with us some very esteemed guests from who are the co-authors of the Dow model law. And so what we're doing today is a little bit of a different format in that we're going to get a summary of this model law and the purpose of the gathering today is really to discuss, ask questions and most especially provide feedback to the authors that they can take on board as they look at potentially making further amendments or modifications and future adaptation of the model law. So, you know, new models of blockchain based organizations are that are referred to as dows they face significant legal uncertainty, and that can be detrimental to their development and to their utilization. And so this model law aims to create uniformity and legal certainty. While unlike other regulatory frameworks for dows still accommodate flexibility for further innovation by not imposing formal registration requirements. So to to get a copy of more background and a link directly to the model law. You can go to our episode page at law.mit.edu forward slash pub forward slash idea flow 12. That's one word idea flow, number one, number two or just numeral 12. But so with that now I'd like to introduce or basically invite our guests to introduce themselves. And we have three guests with us today. Hello authors. Firstly, we have a Hold on one moment. Okay, I want to make sure I've got the right affiliations. We have primavera del Felipe, who is director for research at CERSA, and also a faculty associate at Berkman Klein Center and I think very notably a co founder of koala, which is the organization. Behind this model law. We also have Constance Choi co founder and director koala foundation and associate researcher at at CERSA. And finally, we have with us. Silke and then you'll have to help me with pronouncing your last name. Oh, thank you. I'm sorry. Who's general counsel of and chief legal officer of gnosis, which is a very big deal in the dow space and also very active and koala among each of these people have many other accolades as well. So what I'd like to do at this point is actually pass the baton to our steam guests and invite you to do any further introductions of yourself that would be helpful for context. And then to ask if you would please do a basically chapter by chapter, not necessarily section by section just summary of the model law so that everybody can have a reasonable starting point. And here are quite studied and I'm aware there will be some specific questions on the taxation and some of the other provisions, but I'd like to at least that kind of a common framework of understanding so with that. The floor is yours and thank you again for joining us. Thank you. Thank you, Constance. Where do you want me to start. One of other thing does I'm also part of koala. But I think of what is important to know so we have actually prepared. Yeah, yeah, exactly so I have. We have a short presentation. It's very basic just to set the stage. I'm going to just share my screen. If that works for you. And so I'm not very good with this so just trying to find the right screen one sec. Actually, sorry, I cannot find it one sec. You know sometimes when you have the windows of fires, we should just open. Let me see what I'm sharing now one sec. Can you see the koala model idea flow. Yes. It's working. Perfect, perfect, perfect. Basically, so we have a few very few few slides. The general thing about the theme and all of you already I think some people already provided feedback and which was very great so you know a lot about that already so I mean the whole premise of the model is that it's based on the principles of regulatory and and functional equivalence. And it sets out the technological features that actually are regularly equivalent or even functionally equivalent to the corporate law rules, such that in certain instances you do not require those corporate law rules I think this is one of the big principles of the model and so and the idea is that if a state transposes this model are that then and the Dow Dow fulfills the requirements that we've got similar rights to corporate entities specifically limited liability companies or similar entities. And in chapter one, it's very it's very important chapter and it deals with the stolen legal personality on the Dow, but only within the scope of the model also the definitions are very important for us. And there have been a lot of comments also received on definitions and I assume or I expect that there might be comments on this from you guys. We have especially one definition that has been quite controversial and it took us quite a long time so just for feet for background background and this model of us we started this project in 2018 and drafting started at the end of the beginning 2019. There's been a lot of discussions on have water decentralized autonomous organization should be and whether I should be on a permissionless blockchain permission blockchain. So what I what we did here is we put the definition in case there is a comments on it we very much like to have comments on this. But I would discourage like a long discussion on just the definition because we don't want to get stuck on it because that's our experience and we do a seminar over three days and then all we discuss about is like the definition of what a Dow is. In terms of chapter two chapter two deals deals with a is actually the heart of the whole model are there some of the very important articles article four is on the person formation requirements. And as you can see here what we did we summarize them I mean it's much more in detail in the model law but there are few requirements that we thought unnecessary to get this functional equivalence and this regulatory equivalence established and the first one is the deployment of a permissionless blockchain provision of a unique public address I there I know there have been a lot of also discussions on that is too close to Ethereum and very much like to discuss about this. The record is is open source on or at least posted on a public forum they should be in audit. There should be at least a front and that less technical people can read. There need to be comprehensive understandable bylaws for the members to understand their rights. There should be a point of contact of how to contact the Dow and they need to be dispute resolution and mechanisms and and to make it the the most I mean the core point about all of that is that no registration should be necessary. I wouldn't need as in contrast to a lot of the other laws that are being have been put forward for example Wyoming, we actually don't want or we think it doesn't need to be required that these unincorporated dows read unregistered dows register. Have I forgotten something yet and then chapter three deals and obviously there are quite a lot of clauses and we can't go through all of them, but chapter three the core of it is actually the limited liability. Members will not be held liable for the obligations of the Dow, because beyond their own contributions in the most circumstances. But that, you know, to clarify that they stay liable in thought for their own wrongful acts and omissions and but not for the wrongful and acts of other members of the Dow. And the five article five three has been very controversial that's why I put it here. I would expect some comments from you guys here about it. Is there a constant does any one of you continue or should I just go quickly through this. I think we're we're all I think just running through the the articles is fine. But I would just say just as a first cut, we, you know, when we were when we were doing. Maybe I'll save this commentary for after years through the articles and then we can turn to. Yeah, yeah, I mean this is just a very short. Um, I mean chapter four deals with a lot of us. Ensuring like the different jurisdictions on this planet have different ways rigid corporate laws for limited liability companies and similar entities. And what we wanted to clarify in chapter four is that, you know, that much flexibility and how they internally organize as possible, and actually specifying that in the in those articles. One or two important things we thought important to highlight perhaps here is that we do not think does need to have administrators if they don't want to so for administrators we have to find it as board members trustees, any of these categories of people. And suggested that when because obviously a lot of dollars now interact with often assets of chain meat space, basically, so they might want to have legal represent representatives. But what's important here is that to be clear, it needs to be you know there's a, the whole model of what days are like a fire red line that goes through it which is basically. It's all about transparency and that you know the transparency has gives regulatory equivalence to a lot of the protections corporate law seeks to provide which is like principal agent problems, minority shareholder issues. And so in that respect, you know the legal representative should be clear who these people are, and that they what they what they're authorized to do for the Dow, but also they should not have legal liability personal legal liability in normal circumstances. And there's also I mean there have been a lot of discussions on the fiduciary duties and whether we know who in the Dow should have fiduciary duties. And so far that there are clauses in the terms of a lot of project that say they know fiduciary duties applying. And also in this chapter and article four suggested that holding a position with a particular title shouldn't lead to by itself sufficient to imply fiduciary status. Chapter five, this was more of the Dow specific issues that you do not have with legacy system corporate entities. So, there are a few like that we dealing basically with hard forks in article six and making it the default that the legal representation of the Dow should stay with the one in the majority chain, unless the Dow itself announces that this is not the case so that they want to do it differently. And article 17 provides that if you know I mean obviously they're not just hard forks but migrations upgrades and modifications, and it seeks to ensure that, you know, a Dow doesn't start out under the model and then changes and upgrades and actually no longer fulfills it. So it makes clear that when these changes happen that the requirements should continue to be fulfilled otherwise they lose the benefits under the model law. So article 18 deals with, and I have also gotten that being quite a few comments on articles 18 to it deals with failure events or box exploits, a lot of the technical issues that happen to dows. And it suggests that to protect to the extent necessary to protect the Dow members and participants from personal liability, those benefits the legal personality and limited liability should be maintained. But only to the extent, and then and this is one of the most controversial clauses, in my opinion, in the model law deals with failure events on how these people are trying or upgrading the Dow, whether they should be liable and we suggested that the failure and may trigger liability only when they acted in manifest bad faith or close negligence which are very high standards to attain. And chapter six deals with two and I think article 1820 is the article I'm most unhappy with yet and that actually requires its own task force which is basically a tax treatment of dows. And because this was a bit outside the scope we we went for what we think right now is probably the most. The most straightforward way to deal with them it's basically to have dows as pass through entities like LLCs, such as the members are responsible for tax compliance. And why I mean basically a dows are global and non territorial and because they have no registration. It becomes very difficult to draw them into certain jurisdiction and it's actually one of the biggest risks, unincorporated dows currently face, which is being drawn into the jurisdiction, because any tax authority can just claim like claim that the dows and the jurisdiction. Article 19 is basically just suggesting that the national laws of a jurisdiction don't, you know, where if a jurisdiction decides to transpose or adapt the model are they should really be. They should only be filled only the lacuna only the holes, or where things are missing, those should be filled by the national business laws. And yeah, here I wrote the article again, and that's it. And I think primavera and Constance please add here, whatever I have missed. Oh no that's a great summary I just wanted to provide a little bit of context for how this came about and why we focused on this project. You know koala has been looking at the stuff for a long time. And one of the, the concepts that came out, you know, many years ago actually for us was this concept of a legality because so many of these crypto projects and technologies are not visible to the law. They're not, they're not encompassed by the law because the law has not contemplated these kinds of structures objects technologies and rails. But they and they are neither illegal they are not considered contrary to the law because the law simply hasn't looked at it they're they're illegal they the law, the law as it stands. These dows are just not visible to the law and and what is visible about these dows activity to the law are things they look like organizations they look like they might be akin to corporations they might. So, so lawmakers policymakers and participants in the space are left to try to analogize things that really can't be analogized so so what koala really did was we, we, we looked at all of the public policy objectives and the mechanisms that are used for these for organizations organizational and we tried to do a mapping exercise where we figured out you know what about these dows are in the way they work, our structure are functionally equivalent to the way you know traditional corporate, you know corporations, or business organizations are structured and regulated. So what what rules and mechanisms can we create a functional equivalence to in the dow space. And then for those that don't have any functional equivalence. Where can we say, Wild, we can't achieve that policy goal in the same way, we can achieve that goal in a different way. A lot of these. We tried to transpose, basically the underpinnings for why these rules exist, i.e. solving these kinds of, you know, principal agents, you know, participants and member problems, and translate that to the way dows work. At the same time, acknowledging that dows are ever evolving that we didn't want to be prescriptive about about the ways and the varieties and structures that dows might form in the future so we tried to leave as much flexibility, while meeting the underpinnings of, you know, why we want to regulate these things, why we're really concerned. So that's just a little bit of context for how we went about translating and creating drafting this framework. Anything else from the presenters before we dig into the discussion of primavera others. Yeah, no, I think that's the center for you. Maybe like what we're looking for. So right now we have, we have published this first draft. The idea with this draft was really to create and initiate discussions. But with that with a dows policy makers and so forth, and it's already envisioned that there will be a second version. So actually, as we go through this exercise today, we actually would love if you can give us like as much constructive feedback, including criticism as possible. Absolutely, because this is actually we're going to collect all this stuff and we're going to use it in order to create a new review. You is interested in the effort joining the task force being part of the revision process or helping out with specific sections please also let us know and it is intended to be a collaborative endeavor. So on that last point, primavera or others, people in this group or the many more people that will see the YouTube video after today, want to take you up on your kind offer. Here's why it's a tool. Whoever's on. Get on me just getting the guarantees for my own place for doing a moment. All right, sorry about that. We're doing business and speaking to doing business. What, what would they do, like what, what URL would they go to or email would they send or who would they tweet if they wanted to get involved and contribute. I think the, the easiest way would be to use the koala one. Should we put them in, maybe we can put them in the chat here. That would be useful. Generally, I think you can always get in touch with any, any of the three of us and any of the other co authors, there are a few other people put a lot of time into this. And, but yeah, this probably be easiest via Twitter email. That would be my suggestion and of course, you can reach most of us also via telegram under the same handles. Yeah, let me. Let me put them here and maybe Constance here. You have them handy because the koala one. Well, you're doing that. I want to ask those who are present and I know some of you have some specific feedback, just like, raise your hand or put something in chat so I can make sure we get to everybody. And I'll kick us off with clarification and a question. The clarification is you'd mentioned, okay, that a really important feature of this model law is that it doesn't require registration, like in the way that you would have to go to a secretary of state and Massachusetts incorporate a C Corp or or to form a LLC. And that really is critical. And in the spirit of these sort of bottom up on decentralized formations and not having a, you know, especially governmental control point. But you also mentioned by way of clarification that that would be unlike the characterizes a requirement for registration for dows with the Wyoming statute. You've been fortunate to have Wyoming people here in the past. And so just so people are aware there's no requirement in Wyoming that dows register. It's completely optional. So if there's a doubt that wanted to have the form of a Wyoming LLC, then they can do that. And then there's actually, because this has been confusing to others. You can just do a public service announcement, which is there's amendments coming even make clear that if you're a Dow and an LLC in Wyoming, you don't even have to select the Dow LLC option. You can just never tell the government that you're a regular Wyoming LLC and a Dow. And so this has been a question in the past, but it does stand for a policy based sensibility that dows are real. And I think people wish to regard the more as bottom up voluntary organizations that are not that don't have central governmental permission based, you know, existence, choke points, and that's terribly important. By way of a question now. I see that fiduciary duties are not required of members. And so my question is, how do you feel this model, at least this version of the model law addresses the need to avoid an accountability gap. So for those states, like, well, like Wyoming to have an LLC, there needs to be some members or the or the managing. The manager does have fiduciary duties and that sort of helps support certain protections and judgment and also some recourse that are made. And so that's sort of how they address it. How, how would those kinds of protections and recourse it or just assurance of good judgment be addressed in this form of an entity. One second. Very conscious, do you want to address that or like, first, I mean, as a summary, the current one says that it doesn't exclude actually the possibility of being fiduciary duties attaching to persons that are active in the Dow. Right now, how it is done. And let me just go back to the presentation is that it suggests, and if you want to go to the fiduciary duties one moment. And maybe I haven't fully written it in the presentation, but let me just pull it up. So PDF copy we just shared. Basically what it does is it just doesn't say just because of the roles certain person doesn't mean that automatically they have should have certain fiduciary duties. That doesn't mean that if, for example, if you have a, let's say you have a whale in a Dow. The person holds themselves first of all holds themselves out as a fiduciary or does unconscionable conduct and therefore should be exposed assigned fiduciary duties. That is not that the expertise assignment or the holding by a court that someone had fiduciary duties isn't excluded basically that isn't the model doesn't exclude this possibility and that's very much what is the national jurisdiction on it but I think what's really what people are really worried about in the current dial spaces that people attached fiduciary duties to just because someone has a certain title or someone, some, you know, the code for the Dow I mean there has been, you know, many years we have to discuss about whether developers that publish code should have fiduciary duties. You know, including like, like obligations of maintenance. So at this moment in time there isn't any further discussion on it. But it would be good to know whether you think there should be additional one because I do see the point that there is some fragmentation like it does put potential of a lot of fragmentation because what you do is like the jurisdiction my then exposed say that is a person that they should have had, but you should have had fiduciary duties and the other person, you know, and in a different jurisdiction, they come to a different conclusion. But what I wanted to make clear is that there aren't right now. It doesn't say that there are no fiduciary duties is just make sure that they're not outright assigned to different people, especially because this model allows you know some. And that, and there's a lot of potential by dows to organize themselves, especially in chapter four so you have like you can have proxies you can have delegation. So you can have different rights of members. And trying to do two things at the same time is not working very well because my computer is my internet connections by about not even able to scroll down. But I think that is article 15. And I'm going to post it in the chat. So just for you to see. I said, I think I saw Constance come off mute. I'm not sure if that signals that you'd like. Yeah, she was. I was just going to add, you know, nothing in this model law precludes any, you know, responsibility for breach of fiduciary duties fraud, you know, unconscionable conduct. All of these things are, are, you know, clearly, you know, not contemplated as appropriate behavior in this in this framework. So what I'm trying to militate against is this the current state of affairs, which is right now dows as seen through the legal system. An unreformed legal system dows appear to be, you know, people working traditional corporate rules might might leave, you know, a developer liable. Or the actions of, you know, a fork, you know, that happened years later with that same code. So, you know, we're dealing with flat organizations that are transnational nature we want to keep that that global nature, and permissionless membership, so that people from all over the world can can participate. So, so what we've done is we, you know, the way the model law is it's quite distinct from other efforts in that it does not require registration. But how we try to achieve the goals that things like registration or, you know, express fiduciaries for certain roles, what we're trying to do is is to reach the policy goal of those rules in a different way so that we can keep sure that the Dow is is able to be contacted by lay people, ensuring that if the Dow lets to send a representative to go into, you know, the meat space the RL and write and sign a contract on behalf of the Dow that that person is not imbued with fiduciaries that other members of the Dow or not just by virtue of not being picked to be the one. So this is, these are the kinds of, you know, kind of complicated compromises and equivalences that we need to to deal with and on our part, we wanted, given the state of affairs now to allow a lot of flexibility in that internal organization, but delineate in the framework that, you know, if you do, if you do commit fraud, if you do act in bad faith. You're not, you're not safe. This law won't help you this model I won't help you so. And then also we've put in several provisions that have to do with, you know, notice procedural fairness, making sure that everybody has has an ability to participate substantively in this in this process. So it's a bit of a caveat caveat mentor and we put in some thought into how dows might in the future come up with insurance common pooled in insurance schemes to cover certain things, but, but we really felt that, you know, not requiring the registration requirement, but ensuring that the Dow can be reached. And that that, you know, members are supposed to act in good faith that that that might be be the path forward for now. And obviously, you know, there's a lot of work to be done, you know, as a space develops. It's nice to know. So. Yeah, I would just just to put it in this one. Thank you for your responses to that feedback to that question rather and then I have a bit of feedback and then we have two or three people with their hands raised. So this is, this is not deeply considered feedback I should say but I have a, I think it's a high enough confidence that there's something in it so I want to at least share it with you. I have a feeling that so on the one hand that the idea that this is not a, you know, get out of jail free for, you know, unconscionable behavior or fraud is well taken, but that doesn't quite get it what I was putting out there with fiduciary duties with decision makers or people with particular power in the process because those are a higher duties of loyalty and duties of care that are appropriate. Sometimes I do think that those are appropriate sometimes when when there's maybe a lot of people's assets or rights at stake and where some people have greater decision making. And that's precisely why maybe later a court might impute those two people and so my feedback is, I think it would be interesting to try in the next version to see if there's a way by way of the caveat emptor to make a simple signaling in the Dow, you know, equivalent of a fiduciary cause or organizing instruments where there's a Dow that does have fiduciary duties or the equivalent for some members so that people can quickly see if I'm going to put this much money or other value or rely so much on a Dow. There are people that, you know, that are up to the task and who are going to look after my interests at a higher level, not simply not have gross negligence or try to like defraud me like that's not that level, but a higher level of a fiduciary. So I think people could quickly select for themselves whether they want to take that risk or not without requiring every Dow, you know, to provide such a thing so that's my kind of general feedback is I think there is something helpful with fiduciary duties in certain circumstances and it would be nice if almost at a glance, people could distinguish if a Dow did provide that and and if that was what they wanted to select in a caveat emptor world. So actually, like, can I just say about the caveat emptor that goes through the whole model lies basically on the idea that a lot of the, at least at the moment, and everything is very transparent and it should be, you know, made transparent, whether they are minority rights, for example, or like also maybe, and maybe that we should make this a bit clearer like that, whether there are fiduciaries for the Dow, and that have certain obligations or not. So we have actually defined in the model law that, you know, public signaling like this is a public forum like these matters, you know, to get to the formation status you have to provide all these details in public so that people can decide whether they actually want to deal with this now or not. But that's a good point that maybe we should add that there. Brandon wants to say something. I had on my list, Brian. Oh, sorry, I just did the thing is so well whoever you are good, you does or do you do that. So what I have is a Brendan, then her honor. And then Anita and then was seem, and then I think by order of hands that I'm saying Brendan and then Dennis. So, Brian, you've got the floor. Yeah, so one of the things that I've been really interested in lately is, you know, this definition of autonomous. I think it has become particularly interesting. For example, in the context of something like for Fort Dow, which was essentially a multi sig with, you know, it was, it was kind of autonomous and that it was, it was kind of a Dow in the sense that it is, you know, distributed it's an organization, but the autonomous part of it, because of the way that it uses the multi sig it's not really functionally autonomous. One of the main developers was able to just say hey I don't want to do this and, you know, it caused it to, you know, essentially enter this death spiral. And so, you know, I was chilling down into the definition of, of a Dow in this, and I was curious if they're like what, what do y'all make about the relationship between on chain governance and off chain governments through something like snapshot or, you know, these other applications like snapshot combined with multi sig. You know, do you like how do you see that playing out and you know what it, I know some of these things are kind of developing while this is developing and so I'm curious about thoughts around autonomous. Is it maybe this is a better question to form maybe is it is it worth distinguishing between fully autonomous on chain governance and you know, off chain, partially off chain partially on chain, etc. Just as a first cut, I will say that in this might be a controversial statement there's no doubt that it's purely on chain governance and never will be. So you will always have to deal with how do how to deal with kind of the soft governance issues that will come up regardless of what is executed on chain. I think people see that execution function as the governance, but a lot of governance is actually what happens before before the execution or after. So, you know, in that in that sense I don't think we we are, we've created this framework for for like an autonomous agent outside of of people. Now, we did spend a lot of time on that definition of dows, you know, it's kind of for those of us who are here in the early days, you know, it was kind of like the same question around, you know, Bitcoin or crypto, you know you could ask 10 people what it is and you get 10 different definitions for dows. What we really did here was to distinguish between permissioned and permissionless dows, because the same kinds of, of policy concerns around, you know, identifying members, or enabling this kind of permissionless contribution and participation, these issues are disparate for permissioned and permissionless blockchains. So this framework is created for permissionless blockchains because it addresses those unique issues. Okay, a matter of housekeeping. The new order is after Brian it's going to be Renita, Waseem, Dell, Brendan, and then Dennis, and I see that Primavera you have your hand up and I just want to say is our honored cherished guest, you can talk anytime you want. Okay, so it's just like my connection is not so good, so I hope it's not going to drop. I think so I think it's an interesting question because the scope of the model law is actually perhaps one of the most tricky questions. And we clearly wanted to eliminate from the scope of the model law things that are just smart contracts, meaning that those are things that do not require any human intervention in terms of on-chain governance, because at this point then you're just a box, you're just a machine that is just operating. So the autonomy is like the word autonomy is extremely confusing anyhow but if you say autonomy in order to say something that does not require any human intervention, this is actually outside of the scope. And we use this kind of wording to kind of avoid the whole discussion which is the notion of having something that whose governance is technically decentralized. And then of course we cannot commit to making sure that it's always operationally decentralized. And that means that of course there can be a lot of things at the operational level, which happens of chain, which might lead to very strong centralization in the governance structure, but as long as the technical implementation you dropped. This is something to be judged by whatever is needs to assess whether this doubt qualify within the provision of the model law, but for instance if you have something that is just like there is one owner that controlled the world out that's not technically decentralized. If you have something that relies on a multiplicity of like governance tokens, it is technically decentralized. Even though of course there is this possibility that one single actor owns all the tokens, in which case it will be operationally highly centralized, but from like a technical perspective, it would still qualify as a doubt. And then of course you have this complex question when you have a multi seek. Well, how many people are part of the multi seek, and is this multi seek to be is considered to be sufficiently decentralized to actually qualify. And we decided not to incorporate this answer. There's no, there's no objective answer that you can give, but a judge can assess whether technically speaking. I think that the design and implementation of the of the smart contract that's governing Dow was done in a way that at least the technical intention was decentralization. I also think that I also with a may add I also think that with more and more modules I mean at the moment we are in this phase where we see a lot of doubts that try to have like some kind of a lean slim way of governance or like they said specifically what they do is they use a notice state and added the snapshot to it. And, you know, right now so that is very much like we just had this discussion actually very much going back from what we previously had like very, very cool dial stack frameworks that were a little bit too complicated so we had opposite spectrum of that at this time. However, there's so many projects right now that actually are building modules, and to, you know, get the off chain voting into the Dallas. So, I think that there's probably quite, it's a temporary, there's a temporary issue, which I'm also a lot of people ask what is actually autonomous and is this even a doll. Obviously, what I see at the moment is a lot of companies just call themselves down. I mean they have an LLC somewhere and then you know it's like previously it was XYZ LLC in Puerto Rico and now it's like XYZ Dow and nothing has really changed. I mean, these are all I would say, you know, stow in the name only it's just because you ride away. But I wouldn't fully I would don't think that one should exclude the multi sick by snapshot from the definition here but that's my personal opinion and but right now it doesn't seem to be the case that it is excluded, but also the definition of the Dow, is it just a multi sick or is it a multi sick by snapshot so it's actually the token holders. I would suggest that it's still even another model not just a multi sick holders if there's a governance token and the governance is done off chain. I would just not attach so much importance to the a in the in the current discussion we have. And I do not think it is. It's relevant or you could even take that out of the model law is still hold the definition as it is right now. Yes. Oh, I was just going to add one comment that that I think, Brian, you did hit a very, I think intuitive problem which is you have on one hand, you know, on chain activities and then you have, you know the meat space world, and then you know and for these legal structures you have another parallel reality which is a legal fiction right a legal vehicle that exists in for it for it for the legal space so how we sync up all of these realities and and how we interact on chain and off chain in a coherent way that still has yet to be developed and as silky mentioned, you know, Dow tooling and these modules are being developed right now and it is something that needs to be addressed. Awesome. Thank you all so much for your answers and I'm going to respond with some feedback to the email info Xlala, because I've been down arrival here. Thanks. Our pleasure. Thank you. So I see that this has been so fun that we're almost out of time already which is terrible this should have been three hours of feedback, but we're trying to do this sort of in the format of our general idea flow session. And so what I'd like to ask, just so we can get it on the table is for everybody that's in line to just speak your question or comment or feedback one after the other, so that they can all be heard. And then that will at least fulfill our, our obligation to to to provide it so first up in our new order is going to be Dennis with on tax so Dennis and if you go Chris please so we can hear from everyone before we time out please. Yeah, thank you. So, so just real quick, I have a couple of comments on on the tech side. Obviously I'm doing some research on dows from the University of Amsterdam. I will share those comments by email as well but I think the concept as as laid forward now for me raises a lot of questions from a tech side in turn, I know it's focusing on income tax. But obviously there are lots of other taxes that may come into play and I wonder whether this actually is framework actually will for me it raises a lot of additional questions in terms of how you deal with, you know, withholding taxes indirect taxes tax reporting issues tax residency. The fact that nobody is tax liable is a no go obviously so I'm happy to respond in more detail now so to contribute so I will share that via email but just wanted to raise that. Thank you. About to cannot just say about attacks, I really love comments on tax, because this is one of the provisions that's going to make a dial on register down fail or succeed like this needs to be resolved. The current definition is not sufficient so that it's going to be if anyone wants to be in the tax force to work on this, please let me know. Yeah, we might by the way do so I talked over some of this with my colleagues at Ernst and young, and, and we may do a future idea flow exactly on tax and these entities and some related things so stand by for that. Next up, we have her honor judge, Renita. Okay, I'm not that one. Oh, sorry. I'm sorry. So we have. Yes, yes, judge, I don't see her in the participants. I'm sorry. Okay, so thank you doesn't thank you to the presenters I have a couple of questions about the compliance issue. You mentioned that there can be organizations that start off with the model law and then drift off doing something else in that case how do we ensure that continued compliance with the model law is enforced. And the second one was related to anonymity. Is there a preferred or required level of non anonymity that's required of the members. And I'm asking because of your slides and at various points you mentioned the human element. And do dows have something in place to say that they need to be doxed to a certain level. And so these were just general questions I had. Thank you. Thank you so much. And notice the formation need to be doxed so there's already kind of like a strong pro doubt point of view. Next we have was seen was seen you're up. I'm just trying to be really, really quick. And so we've been doing a series of workshops here at Trust in Berlin around a kind of a very well known and old crypto art project. And we had a session on dows last weekend and we came up with the replacement a for autonomous and I will reveal that in my next column. But yeah I think there's something also interesting to say about this gap between on and off change so we're talking about as the tooling gets developed. We think it was off-chain governance and on-chain for the on-chain for the off-chain. There's going to be shades of gray in there. So I suppose the framework would probably have to either account for that, or explicitly or find some kind of way of dealing with with tolerance. And I like this idea of distinguishing at the low end of what a dow is between like is it multi-seq multi-seq, does it have to have on-chain boating and maybe then there's a useful concept of like a minimum viable dow that can come out of something like that. And I will yield. Yeah. Thank you for the great talk. I'm on mute. Yeah, I'm great at zoom. And next up we have Dell speaking of taxes. You're up. Thank you. And my question is fairly simple and I think I have a great example. I'm actually a member of link style, which is Dow that was created to buy a golf course somewhere. And the question is from a tax perspective, link style, let's say they have an event and they sell link style golf shirts and they make $50,000. Who exactly has to pay income tax on that $50,000 of income? And that's really the question, right? And I think, you know, that's, I think that's a very hard question for dows, particularly dows that don't know who their holders are. And are they the people who own the governance token or the other token if they have some other token that the participation took? And I think those kinds of issues are really, really important. So that's my question and I will. Thank you, Dell. So much on on tax. And finally, we have Media Labs own Brendan, Brendan Maher, you're up. Great. Can everybody hear me? I think again. Great, great. Great to see you all. The points that I have that I think are important to provide clarity on are definitely along the lines of what Brian was talking about in terms of on chain and off chain representations, because you're going to have lots of other things that are not going to be on change such as documents, et cetera, things that are going to be on external decentralized storage as IPFS, et cetera, et cetera. And the general lawyers that are out there that are very viewing all these things are going to need to resolve exactly what is on chain and what is off chain. But to that note, and this is actually extraordinarily important. I think, and I believe you have the means of making some clarity here based on what you already have. And what I'm discussing and the point about is this idea of open source software. You have in Article 14, the notion of a legal representative being cryptographically verifiable. And that's great language. And, and as, you know, I'm also involved in their language, digital identity working. And this idea of cryptographically verifiable is extremely important when it comes to the idea of how these things are expressed. I'm talking about multisig, et cetera, et cetera, because not everything is going to have a representation as a smart contract and in open source form. This is really important, because we have this notion of smart contracts and open source, which is in very much pervasive in the Ethereum community, but there'll be lots of computational logic, which is not going to be open source, there'll be a very small binary compatible representation, but a representation which can be cryptographically verifiable. So, and we see this now with less things AI does not work with with with code, you know the logic in AI is models. So that will need to be resolved. I can go on but I won't. Thank you. I'm so sorry that we're out of time. Last thing from people in the Wyoming Dow and identity task force was there was some concern about a sense that this may be very technology specific in practice to Ethereum. And I think you didn't necessarily intend that. And I'll just further say, I think there's no law against having a technology specific law, but it, the question is how specific do you want to be, and it gets back down that rabbit hole of public, you know, permissionless and where you want to draw those lines but So with that, I hope that some of this feedback was helpful to you. But thank you so much for reaching out for feedback and we want to wish you well as you redraft the down model law in the future and and that great. This episode of idea flow. Thank you very much. Thank you so much. And please join our tax task force to improve this.