Day One Law

Lawyers for crypto founders who want to ship. Formation, financings, token launches, market structure and exits. Execution, not memos Founded by @nickpullmanesq

[Jay Malavia @thejay]

Incredible article by @skominers on prediction markets

[Day One Law @DayOneLaw]

The $292M KelpDAO bridge hack wasn't a smart contract failure. It was an off-chain verification failure, and the legal fight over who owed users the duty of care is just starting.

What builders should take from it:
▶️LayerZero (built the bridge) and Kelp DAO (configured it) are now arguing over whether "insecure by default" shifts the duty of care up the stack.
▶️Off-chain infrastructure is squarely in the negligence conversation, not just smart contract code.
▶️Downstream protocols are exposed too. Aave absorbed a $10B liquidity crunch from unbacked rsETH used as collateral.
▶️A federal court fight over $71M in recovered ETH will shape how victim-recovery actually works.

Full breakdown here: https://t.co/OuioxYjIao

[Jacob Robinson @JacobRobinsonJD]

Tokens or equity?

@sh0edog explains why crypto projects and users could benefit from both.

"Is this theoretical? Not really. We've seen [the concept work] with Linux and Red Hat."

[Nima Maleki @Nimathefish]

Fantastic episode @sh0edog and @JacobRobinsonJD!

[Jacob Robinson @JacobRobinsonJD]

My conversation with Joe Doll (@sh0edog), Counsel at @DayOneLaw, on what founders should know about the SEC and CFTC's joint interpretive guidance on crypto and securities law.

0:00 Intro
0:07 Why Does the Howey Test Exist?
3:11 Non-Security Tokens
7:47 The Five-Category Token Taxonomy
8:45 Digital Commodities and Consumptive Use
12:13 The "Statement Test"
15:57 The Chilling Effect on Disclosure
19:32 Minimum Attachment Period
23:30 Fungibility and the Token Sales
28:29 Decentralization, Disclosure, and CLARITY
29:41 The Attachment Theory
31:51 Airdrops
37:53 The CLARITY Act and Control
38:58 Linux, Red Hat, and the Case for Immutability
43:12 Equity vs. Token Value
43:25 Why the handle @sh0edog?
45:04 Decentralized Communities

[Sh0edog 🇺🇦 @sh0edog]

https://t.co/1DGDNzEZTD

[VonDoom ☕️ @CryptoVonDoom]

Last week we had @Nimathefish from @DayOneLaw break down incorporation and global compliance in our @WireNetwork / @ProtaVentures Incubator session.
Also, whatever you do, just don’t incorporate in Delaware.

Coming up this week: Tokenomics. Join the Wire Discord for the latest resources and schedule: https://t.co/sU9lQkYJtn

[Jacob Robinson @JacobRobinsonJD]

My conversation with Lewis Cohen (@NYcryptolawyer), Partner and Co-Chair of @CahillNXT on the latest in U.S. securities law and crypto.

0:00 Intro
1:19 SEC & CFTC on Investment Contracts & Crypto
3:51 Attachment and Separation
6:52 Secondary Market Transactions and Ripple
10:43 Safe Harbors
13:37 Who Is the Issuer?
17:24 What Counts as a Representation or Promise?
22:55 Disclosure
24:53 Ending An Investment Contract
29:43 Legal Claims Against Issuers
34:05 Unregistered Securities Exchanges?
35:22 Bifurcated Disclosure Markets
39:06 AI: ChatGPT, Claude & Disclosure
39:58 Valuing Guidance After Loper Bright
43:01 What the SEC Got Right / What Is Missing
46:19 Vaults
47:29 Lewis Needs Movie Recommendations

Includes paid partnership with our sponsor, @DayOneLaw.

[Josh Ong @beijingdou]

Last week's @WireNetwork Incubator session had @Nimathefish from @DayOneLaw dropping knowledge on the Cayman Tax Shelter Myth.

Coming up this week: Tokenomics. Join the Wire Discord for the latest resources and schedule: https://t.co/lFv5zSbyeC

[Josh Ong @beijingdou]

The @WireNetwork Incubator is live with a new builder session: "How to Incorporate Your Web3 Startup" featuring @Nimathefish from @DayOneLaw.

Tune in on Discord now: https://t.co/zoMNHGsYXc

[Day One Law @DayOneLaw]

@ScottHickle Mine didn’t come with a handwritten note so I’m upset

[Nick Pullman 🇺🇸 @NickPullmanEsq]

No one has been thinking about this longer than @justinblau

Teaming up with the 10x dev @blauyourmind would be unfair even if they weren't brothers

Genuinely believe that @joinbond is redefining the creator economy; honored to play a small part

a16z pod is required watching

[Nick Pullman 🇺🇸 @NickPullmanEsq]

If you build or advise in crypto, this is the legal update worth reading this week:

⚡️CFTC just issued manipulation guidance targeting prediction market exchanges, with specific flags around sports, elections, and concentrated-outcome contracts
⚡️Market structure odds have slipped from 82% to 61% as the stablecoin yield debate stalls around a handful of key Senate votes
⚡️The SEC quietly gave broker-dealers a path to hold stablecoins without punitive capital treatment

Full breakdown in the article:

[Day One Law @DayOneLaw]

https://t.co/4Vjzecfwj9

[Day One Law @DayOneLaw]

Our founder @NickPullmanEsq breaks down today's SEC/CFTC joint interpretation and what it means for builders.

If you are a crypto founder, protocol team, or DeFi builder, this thread is required reading.

We are working through the full release and available to advise clients on how it applies to your token structure, airdrop design, staking product, or launch timing. Ping us at https://t.co/7JTXDJWMzr

[Nick Pullman 🇺🇸 @NickPullmanEsq]

Attention builders: the SEC and CFTC just dropped a joint crypto securities interpretation and it's the most founder-friendly framework they've ever published.

Quick takeaways while we digest the full release:
⚡️BTC, ETH, SOL, XRP and a dozen others are officially named commodities
⚡️Token investment contracts can separate from the asset once you build what you promised
⚡️Wrapped tokens are not securities
⚡️Protocol staking and mining are not securities transactions
⚡️Retroactive airdrops to prior users likely don't satisfy Howey's investment of money prong
⚡️Historical liability from bad original offerings does not go away

A bit more detailed implication analysis below: 🧵

[Day One Law @DayOneLaw]

@MEADGod @base @rootsfi LFG. We're excited for this one!

[Day One Law @DayOneLaw]

@sh0edog We're changing the model together 🤝

[Jay Malavia @thejay]

The future is defined by those who have the conviction to shape it.

[Jacob Robinson @JacobRobinsonJD]

What DeFi questions are holding up crypto market structure legislation?

Glad to have @thatgerald on the Law of Code podcast to discuss that and more.

"We've got some fine-tuning to do there, but overall good direction."

[Day One Law @DayOneLaw]

@ScottHickle it happened quick on CT