Law of Code

How do regulators actually write the rules for crypto? SEC Commissioner Hester Peirce and Taylor Lindman, Chief Counsel of the SEC's Crypto Task Force, take us inside the process, recorded at the SEC offices in Washington, D.C.We cover CLARITY Act rulemaking, lessons from Dodd-Frank, principles-based regulation and navigating the risks of decentralized projects. If you want to understand how an agency like the SEC actually works, this episode is for you.Timestamps:0:00 Intro1:20 Commissioner Peirce's philosophy on capital markets5:04 Rulemaking at the SEC6:48 The SEC's divisions, explained8:27 How the Crypto Task Force is staffed10:37 Lessons from Dodd-Frank13:10 Legal artisans15:15 The Clarity Act deadlines18:55 Decentralized intermediaries20:56 Principles-based vs prescriptive regulation24:49 Tackling difficult crypto questions26:23 Leveraging AI for data review29:46 "Come in and register" under this SEC33:50 SEC & CFTC collaboration35:52 Re-engaging the crypto industry40:00 Crypto Task Force & the Clarity Act45:54 The SEC's non-crypto priorities48:41 Avoiding another regulation-by-enforcement era57:14 Thank you to Sam Enzer, Lewis Cohen and Cahill, plus a shoutout to Day One Law and Nick PullmanNewsletter: I'm re-launching the Law of Code newsletter soon: you can ⁠⁠⁠stay updated on emerging tech law for free here⁠⁠⁠: https://www.lawofcode.fm/Any feedback on this episode? Or how to improve the podcast? ⁠⁠Click here: https://forms.gle/W4d2a5aHuLJjuNdn7Disclaimer: 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.

Can companies raise capital and issue securities directly on-chain without intermediaries or lawyers?Gabe Shapiro is the founder of MetaLeX and a longtime crypto lawyer focused on tokenization, legal automation, and decentralized capital markets.Timestamps: ➡️ 1:20 — Stablecoins, DeFi “kill switches,” and the new crypto narrative➡️ 5:44 — Why custodial assets create governance power over blockchains➡️ 11:04 — Tokenized securities vs. today’s DTCC intermediary model➡️ 21:36 — How MetaLeX enables direct issuer-to-investor capital raises➡️ 23:12 — Private keys as legal signatures and atomic deal execution➡️ 27:58 — Privacy concerns and on-chain legal infrastructure➡️ 33:43 — Low-KYC accreditation and composable legal credentials➡️ 34:23 — Reversibility, bearer instruments, and issuer controls➡️ 39:34 — TradFi, L2s, and whether Wall Street is “eating crypto”➡️ 43:38 — What regulators are missing: CFTC derivatives rules and UCC reformSponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.Resources:📄 Dragonfly Capital's Article "Ethereum is now unforkable, thanks to DeFi" 📄 Shapiro's Article "cyberSign: easy legal agreements on Ethereum"Disclaimer: This podcast is for informational and educational purposes only and does not constitute legal or investment advice. Views expressed by the guest are their own and do not necessarily reflect those of their employers. Listening to this podcast does not create an attorney-client relationship.

How should employees, contractors, and companies think about token compensation? What are the legal, tax, and governance risks?Jessica Furr is a lawyer focused on crypto compensation, governance, and market structure, and the author of Read the Fine Print on Token Compensation. Brandon Ferrick is a crypto and securities lawyer who advises companies on token incentive plans, equity compensation, and regulatory compliance.Timestamps: ➡️ 1:28 — Why tokens are not equity (and why people assume they are)➡️ 3:32 — Why token compensation exists alongside equity➡️ 6:39 — What documents to look for in a token comp arrangement➡️ 9:24 — Are tokens securities? How lawyers actually approach classification➡️ 11:57 — Restricted Token Awards (RTAs) vs. Restricted Token Units (RTUs)➡️ 13:28 — How tax treatment drives RTA vs. RTU decisions➡️ 16:49 — What an 83(b) election is and why it matters for tokens➡️ 21:16 — What employees should negotiate and clarify upfront➡️ 25:45 — Emerging trends in token compensation structures➡️ 28:28 — Where token compensation could go nextSponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.Resources: 📕 Jessica and Brandon's paper Read the Fine Print: Token Compensation📄 Rule 701 of the Securities Act📓 Dragonfly Compensation ReportDisclaimer: This podcast is for informational and educational purposes only and does not constitute legal or investment advice. Views expressed by the guest are their own and do not necessarily reflect those of their employers. Listening to this podcast does not create an attorney-client relationship.

What could the future of U.S. crypto regulation look like from the CFTC—and how should regulators approach tokenization, prediction markets, and stablecoins as digital finance moves on-chain?Chris Giancarlo is Senior Counsel for Corporate and Financial Services at Willkie Farr & Gallagher and the former Chair of the U.S. Commodity Futures Trading Commission, where he oversaw the regulation of futures, options, and swaps markets, including the launch of Bitcoin futures.Timestamps:➡️ 1:15 — Advice for new CFTC Chair Mike Selig➡️ 3:06 — Why crypto inverts the CFTC’s traditional regulatory model➡️ 6:53 — How the SEC and CFTC should divide authority over digital assets➡️ 8:54 — Why the commodity vs. security distinction still matters➡️ 15:13 — DTCC’s no-action relief and the future of tokenized market infrastructure➡️ 19:27 — Will TradFi absorb crypto—or will crypto reshape TradFi?➡️ 21:46 — Prediction markets, federal preemption, and state resistance➡️ 27:40 — Why prediction markets need regulation, not suppression➡️ 29:42 — Stablecoins, privacy, and exporting U.S. values through digital dollarsSponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.Resources📺 Recording of the CFTC / SEC Joint Event on Harmonization📓 GENIUS Act📄 DTCC No Action LetterDisclaimer: This podcast is for informational and educational purposes only and does not constitute legal or investment advice. Views expressed by the guest are their own and do not necessarily reflect those of their employers. Listening to this podcast does not create an attorney-client relationship.

What should the industry be watching in 2026?Drew Hinkes is a partner at Winston & Strawn and a longtime crypto lawyer whose work spans DeFi, market structure, tokenization, and digital asset regulation. Timestamps:➡️ 1:53 — Tokenization, RWAs, and institutional crypto’s next phase➡️ 4:00 — Market structure gaps and DeFi’s unresolved treatment➡️ 6:09 — AML creep and the risk to permissionless finance➡️ 8:15 — Why DeFi depends on interfaces—and where regulation can bite➡️ 12:28 — Grey areas after market structure: why uncertainty remains➡️ 17:05 — Equity vs. tokens and what token holders are actually promised➡️ 23:57 — Tokenization vs. TradFi capture: competition or consolidation➡️ 29:03 — The biggest systemic risks to crypto in 2026➡️ 31:17 — Crypto’s most underappreciated source of resilienceSponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org. Resources: 📓 Latest Senate Banking Committee Market Structure Draft📓 Latest Senate Agriculture Committee Market Structure Draft📄 SEC No-Action Letter to DTCC on Tokenization ServicesDisclaimer: This podcast is for informational and educational purposes only and does not constitute legal or investment advice. Views expressed by the guest are their own and do not necessarily reflect those of their employers. Listening to this podcast does not create an attorney-client relationship.

In this episode, Jacob Robinson speaks with Odun Olowookere about Canada’s proposed Stablecoin Act, the constitutional and regulatory challenges it raises, and why critics argue it may reduce clarity rather than enhance it. Odun Olowookere is a legal scholar at York University and the co-author of a submission to Canada’s House of Commons critiquing the draft Stablecoin Act, alongside Darrell Duffie of Stanford University and Andreas Veneris of the University of Toronto.Timestamps:➡️ 0:05 — Why Canada’s draft Stablecoin Act has drawn concern➡️ 2:13 — The Act’s stated goal: monetary sovereignty and dollarization risk➡️ 3:16 — Why stablecoins are not explicitly defined as payment instruments➡️ 5:20 — How Canada’s constitutional structure complicates stablecoin regulation➡️ 8:41 — Canada’s blanket prohibition on interest and how it differs from GENIUS➡️ 9:46 — Expanded “payment function” language and why it alarms critics➡️ 10:33 — How wallets, validators, and even users could be swept into regulation➡️ 16:14 — Data security obligations and the Bank of Canada’s technical capacity➡️ 18:33 — Prudential regulation concerns and undefined reserve requirements➡️ 21:48 — Is Canada regulating stablecoins too early?Sponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.Resources: 📓 The Canadian Stablecoin Act Draft Text📄 Odun, Andreas Veneris, and Darrell Duffie’s Written submission to the House of Commons in reply to The Stablecoin ActDisclaimer: This podcast is for informational and educational purposes only and does not constitute legal or investment advice. Views expressed by the guest are their own and do not necessarily reflect those of their employers. Listening to this podcast does not create an attorney-client relationship.

Greg Xethalis, General Counsel at Multicoin Capital joins the podcast to discuss the history of ETFs, what we can learn from the first Bitcoin ETF, and the interplay between the CLARITY Act and RFIA.This episode also covers the challenges of disclosure in decentralized systems, and why principles-based regulation is essential for the next phase of crypto innovation.Timestamps➡️ 1:27 — The origin story of ETFs➡️ 3:00 — SEC dynamics behind the first ETF➡️ 7:45 — The first Bitcoin ETF ➡️ 15:34 — Market structure: CLARITY Act + RFIA as complementary frameworks➡️ 20:52 — Disclosure: a challenge in crypto regulation➡️ 33:34 — Who should be responsible for token disclosures long-term?Sponsor: This episode is brought to you by the Decentralization Research Center (DRC), a nonprofit think tank advocating for decentralization in emerging technologies. Learn more at thedrcenter.org.Resources: 📘 Project Crypto Speech — Chair Paul Atkins📄 FinCEN 2013 Virtual Currency Guidance📓 CLARITY Act – functional maturity framework📕 Responsible Financial Innovation Act (RFIA) – ancillary asset test🏛️ Greg's Senate Banking Committee testimonyDisclaimer: This podcast is for informational and educational purposes only and does not constitute legal or investment advice. Views expressed by the guest are their own and do not necessarily reflect those of their employers. Listening to this podcast does not create an attorney-client relationship.