Ensuring Digital Signature Lawfulness for Shipping in United States

How to eSign a document: digital signature lawfulness for Shipping in United States

foreign [Applause] webinar has been edited from its original format which may have included a product demo to set up a live demo or to request more information please complete the form to the right or if you are currently not on CSE Global there is a link to the website in the description of this video thank you hello everyone and welcome to today's webinar why Wyoming an overview of digital asset law my name is Annie tribaletti and I will be your moderator joining us today are guest speakers Matt Kaufman Lucas Buckley and Tyler Garrett from Hathaway and Coons and with that let's Welcome Matt Lucas and Tyler hello Annie thanks so much for the introduction uh thank you everyone for joining us today this is Matt Kaufman I'll be kind of covering the first portion of the presentation and maybe just a quickly Orient everyone as to our plan today we're going to do a quick very quick introduction and overview to blockchain digital assets for those of you that are familiar it probably will be a review for those that aren't familiar hopefully you'll learn something new and then from there we're going to move into a number of the legislative measures that Wyoming has taken and cover them in a little more depth if you pay attention to this space at all you've probably heard that Wyoming has has been very aggressive over the last five or six years in passing legislation with respect to cryptocurrency digital assets blockchain and so the the goal of today's webinar is to kind of review that and help folks understand why people care why this matters and and serve some new developments in the law around that so with that uh we'll get started um we thought it might be useful for everyone in case you're not familiar with blockchain just to do a very quick introduction to the technology and and maybe a little bit of context as to why it matters to people blockchain is a about a 12 year old uh Innovation that is a an iteration of something called distributed Ledger technology and distributed Ledger technology is really in its simplest form and this is crude lawyer lawyer terms not computer programmer terms but it's it's uh if you will imagine a ledger that instead of being hosted on one centralized database uh or or one centralized server it's a ledger system that is publicly available or publicly shared by a number of network participants computers servers on a blockchain they're typically called nodes the the idea there being that we're flipping computer architecture on its head instead of creating one central point of attack where someone can go hack a server and and get information we are turning all of that information public the trade-off is usually people try to either anonymize or pseudo-anonymize themselves on the blockchain so so they're not identifiable and we'll talk a little bit more about that and why people have said that Bitcoin and things like that is for criminals it's because of the pseudo-anonymous aspect of it but the idea was making these ledgers public and accessible by any node or network participant is that it incentivizes honesty and those people that can contribute to the operation of the network get rewarded in the native or the native asset of that particular blockchain and and thereby creating an incentive for those participants to be honest and to validate transactions and to conduct network activity without the need of a third-party intermediary and really at the end of the day that's what this technology is all about it's about the disruption of trusted third-party intermediaries if you've ever sent a wire or you've ever used a credit card you may or may not know that those transactions typically go from or go through anywhere from three to maybe even up to seven intermediaries in the process of settling that transaction the invention of blockchain and the idea behind the technology was to create layers ways where people can interact with different types of assets and have pure custody of that asset themselves and also obtain instantaneous real-time settlement with counterparties that they might not even know without the need for for a third party intermediary so uh hopefully that kind of helps create a little bit of context so how does this this uh technology work well the the idea of a blockchain is that there's there's a couple components and these are important real quickly to understand um that that there's a public key and a private key so think of the public key as someone's identifier on a blockchain might be uh might be a string of letters and numbers it could be your name it could be you know something random and then a private key is a component that an individual participant on a blockchain uses themselves to affect the transaction on the blockchain when you put those two together that becomes a digital signature and so the the frame the phrase blockchain simply comes from when Network participants are transacting on a blockchain using this distribulator technology every time a transaction is is processed by the network and the network participants agree that that transaction is correct a date time hash stamp occurs uh creating a block if you will of information that that contains the digital signature of those participants um people can embed messages in those blocks they can embed documents in those in those uh blocks they're often time and date stamped like I mentioned and then every transaction thereafter adds to that block which is why a lot of people refer to blockchains as immutable it makes it impossible for someone to go back in time and retroactively change your prior block once it's been once it's been processed that's one of the reasons that the public accessibility or the public visibility of blockchain transactions isn't a problem for most people because they're they're unchangeable it does it doesn't matter um so so that's a little bit about uh sort of the the underworkings of of signatures and and I want to just again reiterate sort of that public and private key because that's becoming a big component of what uh Lucas will be talking about here in a little bit with respect to what Wyoming's done in terms of the property rights surrounding that public key so so again just one final point on on the architecture here so so blockchain really then is just a combination of a couple different uh forms of technology that a lot of people are familiar with the the public and private key aspect is cryptography the distributed Ledger is peer-to-peer networks think of you know Napster and stuff that's been around for a while and then uh programmable uh protocols right I mean networks with defined sets of rules that Network participants can get on and use this recordable Ledger uh system for anything they want right and and there's there's different types of blockchains which we'll talk a little bit about there's public blockchains there's private blockchains there's hybrid blockchains um some blockchains work on on something called a proof of work which if you're familiar with Bitcoin uh Bitcoin is a proof of work meaning the more computing power that someone devotes to solving or or proving up consensus on that Network like we talked about um the more they are going to be rewarded from the network and that requires energy there's been of course criticism of Bitcoin for consuming energy because uh it requires those Network participants to to devote computing power that's slightly different from something called a proof of stake blockchain if you if you follow this area you might know that the second largest cryptocurrency in the world ethereum just migrated successfully from a proof of work to a proof of state that's a reputational system so instead of being the first one to necessarily solve uh the the you know the algorithm if you will or balance the distributed Ledger and prove to the world that these transactions are are correct proof of stake uses reputations in other words you're putting up collateral onto the network and saying hey I'm willing to put my collateral at risk to tell you all that I'm being honest and that I'm I'm proving these transactions and then you submit transactions so there's I'm only I'm only explaining that because a lot of people don't understand that there's various types of blockchains various types of of protocol rules that blockchain products and solutions uh utilize and and there's a lot of nuance to that um this one I've kind of already covered but I'll just cover it real quickly so if if you are a user on on a blockchain network the the user interface is pretty slick it's it's think of it in Bitcoin terms someone requests a transaction that transaction goes out to all the people that are participating in the network the network or node participants would would validate in other words everybody agrees that their Ledger matches everybody else once everybody agrees or there's consensus on the network that block is recorded like we talked about with the date time stamp signature stamp and then it's added to the chain of solid blocks and that becomes the forever record of the blockchain and obviously the longer a blockchain exists the more uh Records there are uh the more secure it becomes this is just a quick slide to kind of give people an idea of what is what is out there in terms of blockchains people are using uh the term cryptocurrency is a real misnomer not everything in the blockchain world is aimed to be a currency um people are izing uh things like um equities and and property uh there's people that are izing record-keeping um there's two people that are that are creating smart contracts which are programmable agreements that take action obviously that can't be done with you know physical dollars so you need some sort of native blockchain currency to affect those transactions so there's a whole host of economic activity out there that's occurring today on on a blockchain and then just real quickly before I I hand it over uh to Lucas and Tyler to take it from here so so why does Wyoming matter in all of this uh the the quick answer is that Wyoming was the first and to date is really the only state in the Union uh to pass a comprehensive legal and Regulatory framework surrounding this technology and um depending on how you count they're somewhere between 24 and 28 different pieces of legislation that one is passed over the last five years dealing specifically with this we've chosen just a subset of those that we're going to talk about and and some of them that are getting some national attention and a lot of people engaging here in Wyoming on these issues um it kind of started with the in 2018 with the exemption act Wyoming was the first state to create a blockchain creation Securities exemption uh which Tyler's going to talk more about uh the special purpose depository institution act uh Wyoming has made pretty big headlines in this area we created in Wyoming a first of its kind uh bank that is enabled to interact with these digital assets and custody these digital assets and we'll talk a little bit more about that Wyoming is the first place to create digital asset custody standards based on SEC and cftc principles for those people that want to Safe Keep digital assets what I mean is enacted a financial technology sandbox we've we've taken measures to enable corporate records on a distributed Ledger uh corporate security issuance on a distributed Ledger Wyoming has a comprehensive digital asset is now the term that most people are gravitating to away from cryptocurrency just because that's such a confusing term but digital asset framework describing in Wyoming we kind of have three main buckets which Lucas is going to talk about of of how those digital assets might be characterized and what their treatment under the law is and in some respects that's even different from traditional property treatment it um and then we uh Wyoming also has made some headlines where the first place uh in the world to create a legal structure specifically a subtype of our LLC act or under our LLC act for douse which stands for just decentralized autonomous organizations and these are entities that have have been uh creation of the blockchain and they they live largely in code and and Mar uh uh participants can interact with each other uh in an autonomous and decentralized way and so Wyoming has been the first to take a stab at allowing those people to have a limited liability protection form and then we can't not mention the Wyoming Chancery Court Wyoming has enacted uh I would say a first of its kind it's of course modeled after the Delaware Chancery Court but I'm much much faster and a much much more aggressive Court than that of Delaware's uh to handle not only digital asset but corporate and Commercial disputes so um with that I'll I'll hand it off to Lucas and he's going to start talking a little bit more specifically about digital assets as a property underwear perfect thanks Matt um so for All of Matt's talk about what exactly digital assets are how the blockchain works as far as I'm concerned for the next few minutes you can think of this all as you know magic internet money if you want and and I say that only because whether you agree or disagree and certainly you hear a lot on both sides about whether digital assets make sense whether they're you know a real thing with real value or you know magic internet money that you know folks just uh hacking on their computers care about these are assets and the market has placed massive value on the assets right two trillion dollars um was a kind of digital asset market cap at its peak um everybody says and you probably heard the term crypto winter that we're in now um with a lot of these assets severely depressed even still huge amounts of wealth are stored on chain um and they're directly impacting Legacy Financial systems uh coinbase is you know now a publicly traded company Tesla has a huge stake in in Bitcoin and so these These are assets that matter um and again whether you like it or not um so we've got this new asset class and it is certainly especially from the outside kind of amorphous uh as Matt said at least pseudonymous decentralized requires some level of tech savvy to deal with and Wyoming didn't have to address well how are we going to deal with this asset in the real world under Legacy legal and financial systems and so the digital Asset definition as you can see on the slide in Wyoming it's going to create some buckets that really create the backbone of wham's regulatory scheme and what I think is true and you know no no insult to a place like New York uh Wyoming has taken a stance that we want to Foster the growth of this asset innovation in this area whereas a lot of folks of course see the bit licensed in New York is is pretty restraining um and so Wyoming has done that um really in a way that recognizes I think the intrinsic truths of some of these digital assets and that they're not all the same certainly it's easy to say well bitcoin's out there and I've heard of ethereum and those are all kind of the same thing but fundamentally in terms of what they do and what they're used for Bitcoin and ethereum couldn't be more different and we don't need to go into all that but what we do want to at least flag and this could be a whole day's worth of talk so you're going to get it in about five minutes um in this idea that digital Assets in Wyoming fall into these three buckets you know first you've got digital consumer assets and that's the digital asset we say use for a consumptive personal or household purpose and anybody with some Securities background will probably flag on that word consumptive with the idea being that if if an asset's truly consumptive right if I'm buying or investing in some scheme where I'm I'm really just getting a place to live out of it that's not a security and and that of course is one of the biggest issues in this area um so if it's consumptive use if the or the coin actually does something you're looking at a digital consumer asset and that would be something like ethereum uh as it exists today ethereum really isn't just a way to exchange value it's access to this you know Universal computer that's contained on the ethereum blockchain so compare that to a digital security it really would be a regulated security stocks bonds investment contracts potentially representations as Matt said of actual real world assets so I have a the actually reflects on the ground you know here in Cyan Wyoming uh you know property down the street from me and so when I trade that really trading the underlying asset that's probably going to be looked at as an investment it's meant to gain in value so you're probably talking about a digital security and third you've got this idea and that's where I think as Matt noted the idea of cryptocurrency is confusing because the currency aspect is really just one bucket of of what these digital assets are and a virtual currency um and again folks are some background will flag these words a medium of exchange unit of a counter store value kind of a typical idea of you know definition of money Bitcoin probably very much falls into this this uh this bucket virtual currencies then are going to be subject to you know a decent amount of Federal Regulation note that the under Wyoming law you know this is not legal tender the United States so if you know you get into these questions what if the United States suddenly recognizes Bitcoin you know how's that going to change things and and they only flagged that because these are the issues that are coming up I think for practitioners I think even if you feel like okay I do family law I do you know some some area of law I practice in has nothing to do with this I think you're going to see it more and more and understanding this framework that I think is being adopted more Nationwide is you know it's pretty critical and I think we're going to see it more and more so again this becomes the backbone of what Wyoming has done and it raises these questions all right Wyoming now has defined these assets as personal property assets under uh article 9 intangible personal property of the UCC and that then slot them into more Legacy systems right well how do we deal with ideas of can I pledge the assets um in exchange for in the you know in the industry well it's called fiat currency so US Dollars British pounds whatever it might be um and and if I do well as Matt said we've got a public key and a private key and there's this idea in cryptocurrency digital assets um that uh you know you're not holding the key you're really not in control of your asset and so how do I make sure I still control my asset while pledging it to a bank who might be lending against it um which is incredibly common and you can find um these uh these portals and things all over the internet now um and you know Wyoming is again dealing with and I don't have a magic answer to all of this but what does that control mean uh you know is it that I have to actually hold a cold storage wallet in my hand you know something that's actually tangible it's got my private key on it does it mean I just need to have my private key written down somewhere in a safe deposit box if I'm looking to pledge the asset or you know kind of let a bank know that I'm not going to just run off with the asset and try to hide it in the blockchain um Everybody heard like tornado cash which was kind of designed to mix and hide the assets um because it's a quick side note and we talk about pseudonymity but and that's the big complaint well these things would just be used for hacking and for you know drug deals and things it's not as Anonymous as you think and so you know how do we uh make sure we've got control of those assets anyway back to the point under Wyoming law while still protecting the various interests on both sides of a transaction and that may come from multi-signature arrangements and that would be where typically you know I've got a 128 uh you know character private key or 64. um and you know got to uh give that to somebody or can we and it's not exactly this but can we functionally split it up so that there's three parts to this key and any two parts can unlock the asset but one part alone never can that way I can give my counterparty some uh some feelings of of comfort that I'm not going to run away with their assets um and again this is exactly what the Wyoming statutory scheme is designed to do give these options really so we can free up and uh you know Grease the wheels of Commerce and we're certainly seeing that happen and uh Matt mentioned the uh the uh Chancery Court which then flows into that I mean what you're going to see if you start to deal with this area of law is you're going to see a lot of Wyoming LLCs and you know knowing that there's a chance to record out there designed to handle a case really in 150 days from start to finish it's going to have one published opinions and two you know a judge that's got some familiar familiarity with this area of law has been key and so again very broad overview probably uh too quickly gone through but um you know we do have this set of laws that's designed to allow people to work with these assets and to use these Assets in the real world so again it's not just this strange idea of somebody passing a digital key back and forth that doesn't really touch the real world this is coming I mean there's no way to stop it really at this point again whether you like it or not um you know we've got in Wyoming actual property that is sold on the blockchain it's owned by functioning a smart contract and so I wanted to flag some of those issues and then I think the one other big issue or uh you know areas that Wyoming is tackled Tyler's going to talk about now and that um that's the Dows and the limited liability that one law applies to that Tyler Garrett and uh like Matt and Lucas said it's a it's an honor to be here speaking with you all uh about Wyoming's laws in this uh area and I'm going to focus on for this segment on Dows and I just want to kind of step back and talk about what the Dow was trying or what Wyoming law was trying to solve and so as I think we all know these Dows were basically just a Community Driven initially a group of folks decentralized management of some type of company that they had come to be and and were pursuing the problem with that was there was no legal separate entity uh that they could have that company drive through as a vehicle and so what that happened is it exposed them to unlimited personal liability and Wyoming being kind of a Innovative State a laboratory of sorts similar to how Wyoming developed the initial LLC back in the 70s identified this problem and recently enacted uh Dao statutes which is the Dow supplement with and you can find it at 1731 101 at SEC and that was enacted and a keen effective in July 1st of 2021. and that statute was it was really an interesting move by Wyoming because it took for the first time uh allowed a legal entity uh a dow to become a legal entity and the LLC was chosen because of its flexibility obviously a corporation is too formal and so what the Wyoming legislature was trying to do was find that that vehicle that would allow a dow to thrive an LLC just happened to be it what we've seen here in Wyoming uh with the Dow we've had lots of clients file on the first day on July 1st 2021 filed their articles of organization to form a Dao and and part of that articles of organization you need to have your public identifier of a smart contract whatever you're going to use in terms of your government's governance of your Dow and so that was kind of an interesting one you had to have folks that already had the mechanisms in place the smart contracts the protocols the tech all ready to go before you could even form The Entity but luckily we there was a lot of companies out there that we had as clients that have that information so the purpose of the Dow really in Wyoming is to authorize the creation of this this this type of entity and it really is just a management right as a decentralized management system no more than that and what it allows is instead of having let's say three managers uh governing a LLC you have a community of members that are driving that information and that's really the the ethos of the Dow and so when we look at the Dow itself you know is it's con it's governing through blockchain technology smart contracts and other software enabled governance proposed protocols and procedures and when you have numbers you can have thousands of members it's almost a paradigm shift in a traditional LLC so for instance you have let's say a meeting of the members in a usual LLC um you have to give the notice and things like that in a certain Quorum but with a with the Dow under the statutes that we have in Wyoming it's streamlined you know decisions a proposal can be made a pro a quorum can be those that are just voting and evoking occur in 48 hours and so there's this really paradigm shift in terms of dows uh that are really uh Pursuit here in Wyoming and the protection of having a legal separate entity with respect to um the the liability protection that those members uh enjoy so I've kind of went over these unique formation rules I think one thing we need to understand is in practice and I know I can't dig in too deep but I would love to is that how do you okay we've we've organized a dow LLC in here in Wyoming you filed your articles of organization and now you have this company that you need to start and it has several members but you want it to grow into thousands of members to be Community Driven there are certain things that you need to understand and advise your clients on as to how to get it off the ground one of which is well you're going to have to have some type of authority of a member to sign an actual physical documents uh with the secretary of state or third parties or anything like that and those can really be um I think developed through a administrative member that has that authority to sign on behalf of the company because if you have you know smart contracts and and other protocols that are making these decisions automatically um you really need someone to then actually execute on those on the physical side because you know obviously the world all the world is not caught up to this type of management system um so that's one thing and I think another with respect to Wyoming statutes the statutes for the Dow uh say a lot of the governance can be put in place specifically in the Articles of organization or the smart contracts themselves but what we've learned in practice is that the statute does provide also that the you know management can be through an operating agreement but what we've learned is that if all the rules and governance is in a smart contract unless you can read the code no one really knows there's not a Bible of sorts a document that says this is how the company is going to be governed and so one thing we've been really doing with clients is reflecting what we've developed in the smart contracts and the other governance protocols reflecting of the operating agreement the operating agreements uh you know I think you don't have to have these certain Provisions in the operating agreement but we found that best practices really do reflect that you should have them in there that way everyone knows how those smart contracts are operating how those Protocols are operating so on and so forth it's really unique it's been a year since we've seen uh Dallas take you know form and we've now seen a lot of these that Wyoming Dows after a year be fully in practice they're 90 I would say community driven by members in terms of management and uh through smart contracts and obviously I say 90 because there are some that you're going to need to have some type of administrative member or something act upon search uh decisions that the members make but nevertheless it's really it's an interesting time to see how these Dows have really taken off in Wyoming and I would say um you know the real worth of Wyoming is we actually have these laws on the books specifically for Dao's you know I think folks still can go to Delaware and interpret the LLC after there in a broad way to perhaps flip in Dows and and say that the management fits but really Wyoming provides a protection that allows for Dows to thrive you have Wyoming law backing you specifically on this subject and so that's really what I think has driven a lot of folks here to Wyoming we have we've seen companies from around the world come here to form Dows and uh it's been a neat process so I don't want to take and monopolize too much time but you know we could talk about this all day and if you do have questions I'm happy to answer them at the end or just reach out to me but that's kind of an overview of Wyoming's dialogue I I hope I imparted some general knowledge on it but unfortunately we can't really dig into the uh the details so I'm going to switch it back over to Matt who is going to talk about another area yeah thanks Tyler so uh flipping gears just a little bit uh we're going to talk a little bit about some of the things that Wyoming has done with respect to banking uh custody safekeeping and some commercial aspects of the digital asset legal framework and and I might start by just uh talking again as Tyler did with the Dao about what problem or what problems Wyoming has tried to solve for the crypto industry at large uh with some of these laws and this applies uh really specifically to uh the sbdi and banking statutes that Wyoming has passed it's been a problem um as as many of you may know uh Federal regulators and and most specifically the FDIC has been very very critical and harsh on on digital assets um and over the past uh decade but you know more specifically over the last four or five years as the market cap and the participation in in blockchain activities and these digital assets has grown um one of the major problems is that banks are by and large nervous about interacting with companies uh that deal with blockchain the the hundreds and hundreds and hundreds of stories we've heard here in Wyoming of companies from all over the world and the country who haven't been able to get basic banking access even if they themselves aren't trying to bank and digital assets they just participate in the digital asset industry um a lot of people liking it to kind of the you know the uh the hemp and the marijuana Industries early on and how uh there's just the regulatory uncertainty invest Banks won't touch it so what Wyoming attempted to to do was in light of that FDIC specific problem was create a brand new type of depository called the special purpose depository institution that is by Statute designed to be a fully reserved backed and regulated here uh by the Wyoming division of banking but a fully reserved back bank that is specifically authorized to deal with and handle and custody digital assets so it's the first of its kind Bank Charter if you follow the space at all you might know uh Wyoming has chartered a handful of these already and there's many more in the works uh one of the first ones that was chartered is uh sort of famously uh in litigation right now with the Federal Reserve Bank over whether or not Wyoming's spdis can qualify for Federal Reserve master account access and so that's kind of a a big issue that's uh that's going on right now um but but again I think maybe the I don't want to focus on on what the federal Regulators necessarily think of of the sbdi at its core this is designed the spdi is designed to be again uh for all practical purposes a pretty Traditional Bank except that um with the uh I think acknowledgment by Wyoming of the newness of digital assets and some of the volatility there's significant lending restrictions so there these Banks cannot participate in fractional Reserve lending like a Traditional Bank can so there are there are some safety and soundness uh pretty strict specifications on these but but getting into more specifically kind of what has been enabled via these these uh institutions in Wyoming and I should say it's not just the spdis we also have Charter trust companies in Wyoming like many states do charge trust companies are for all practical purposes like a bank they're chartered like a bank they're just not depository institutions so they're not designed to be public depositories they're designed to be Private Client oriented uh some of them are even family office oriented uh but they can engage in in not again depository and lending and payments but but otherwise they can they can participate in safe keeping custody trust and fiduciary type activities and so what Wyoming has done and it's it's to date really the only place in the country that has done this it has developed a statutory base but also a rule-based custody system creating both permissible and impermissible activities underwriting Bank examination standards audit standards a few other states have adopted some form of the sbdi act in the last few years but no one has been able yet to implement all of the rules an examination standards uh that go with that there was a question and and rather than wait till the end maybe now would be a good time I saw a question pop up somebody was wondering um about the SEC or the cftc's treatment of Wyoming institutions for purposes of custody um and it's important to note so so one of the trust companies it wasn't actually an fbdi but one of the trust companies in Wyoming actually received a first of its kind no action letter two years ago in Wyoming um and that no action letter specifying that uh this particular Charter Trust Company could deem and hold itself out as a qualified custodian under the qualified custody rules of the SEC uh the SEC has not only acknowledged it and has been aware of the publicly commented on it and have taken no adverse action so the SEC has essentially said we see you Wyoming we understand that your custody standards in many respects you know align um and you know who knows things could change it's a dynamic regulatory landscape right now but there has been some at least public acknowledgment of of that qualified custody standard um and then with respect to the sort of the commercial law uh amendments and and sort of the property definitions that Lucas talked about how this fits with these Banks again um you know we we believe and we're hearing this a lot from the industry that when it comes for institutional interaction with digital assets you have to have that foundational layer of of of law that sort of establishes uh you know things like the custody rules um Perfection of security interest liens um all if you watch the news at all and you see some of the crypto companies that have gone under uh in the past six months with kind of a major downturn in the market we're seeing a lot of these legal issues come to the Forefront with respect to what is it that people actually own when somebody is custody in their assets and what a lot of people are finding out is a lot of these institutions that popped up overnight with the emergence of of crypto and digital assets they were way ahead of themselves and weren't regulatorily compliant they weren't true custodians uh rather they were really just taking possession of of these assets and so as some of them have been hit with bankruptcies it's been a mess to kind of parse out who owns what and what the legal claims are so again we're seeing this conversation come up a lot more these days with respect to Wyoming because again in Wyoming there is a baseline set of rules that has already established what are those personal property rights how do you attach perfect liens to those uh those those personal property rights and what are the rights of a custodian in relationship to uh those lean rights and and so that really kind of has been one of the primary I think accomplishments of of law in that respect um I think maybe with that I'll I think that's probably enough on the uh the spdis uh maybe the only uh additional comment I would make is that uh and Lucas is going to talk a little bit more in a second about um some of the estate planning considerations that were that we're seeing and that that's one of the other I think bridges that we've we've seen a lot of conversation around is people that have these digital assets people that are attempting to either protect Legacy wealth or past Legacy wealth or you know figure out how to generate yield off of that that digital asset wealth or whatever the case may be there's been this explosion of demand and need for people to have professional custody professional Financial Services professional advising um and and then the ways to kind of interact with those systems and so what we've seen and what we found is that these institutions like the sddi and the charter trust companies are creating a really interesting bridge for for people that want to we sort of crypto likes to use the term on on ramp and off-ramp but for people to on-ramp through a financial a regulated licensed financial institution into the crypto world and then have a way to conduct estate planning um and and know how that state planning is going to interact with those digital assets whereas um you know that's that's all pretty well developed in the traditional Finance world but it's very emerging uh in the digital asset Finance world and so uh yeah with that I'll hand it over to Lucas to talk a little bit about the estate planning great thanks Matt um well now Matt has uh you know given you a little taste of what I was going to talk about and then even worse for me uh of all strange things actually yesterday Reuters came out with an article um and of course it's a jumble of uh of a link but anybody wants to look at it called why the jurisdiction of choice for trust planning with digital access has to be Wyoming um and you know so I feel like they really uh stole my thunder here but actually great article and does talk about a lot of the things I wanted to um but I think one when you're talking about estate planning with digital assets uh both specifically in this blockchain sense and more generally um you know you've got to start with it's called rufata that revised uniform fiduciary access to digital assets act uh which the you know the uniform committee really nailed it on the uh on the name there um but this is the act I think almost every state now has enacted that Wyoming has as well a functionally that allows an Executor or other fiduciary after you pass away during your incapacity whatever it might be to get access to your in broadly speaking digital assets and that's um you know Facebook it's your Dropbox files um probably even coinbase or cracking accounts um and you know your Fidelity brokerage accounts it allows you know fiduciary to go to again anyone centralized where you can get um some version of a person person on the phone or you know over email to uh to talk to you and you say listen I can prove that I am the executor for John Doe who's passed away um you need to let me into their account even though they've got no Estate Planning and uh and that you know can subject it to probate or you know summary procedures whatever you do in your jurisdiction this though and I I really pointed out almost to contrast it to its utility when dealing with um self-custody wallets and again we get into this idea of the private key um and you probably heard or seen the Articles uh you know the guy that has tens of thousands of Bitcoin locked in a wallet he he knows the public key he can see his wallet uh you know on chain and he knows how many Bitcoin are in there but he doesn't have his private key anymore and it doesn't matter who he screams to in the void to get access to those Bitcoin there's no one that can do it for him because the protocol is really law in that case and so unless you have your private key or your seed phrase you're just not going to get access to those assets and so a law like rufata doesn't do anything for you um you know again you can have every Court in the world uh issue an order that says hey Bitcoin blockchain you know you need to transfer these assets and it's not likely to happen and for those of you who are deep into this you would probably know theoretically you could try to get consensus among nodes and things but function of speaking it's not going to happen and the point of the blockchain is its immutability so what happens well especially Legacy folks early investors in uh in digital assets as well as you know very privacy conscious folks and um you've probably also heard you know coinbase listed in its SEC filings listen if we go bankrupt there's a possibility that you're not gonna you're just gonna be an unsecured creditor and your coins are going to be considered uh part of our bankruptcy estate so a lot of folks don't want to use these centralized exchanges and you're going to go and you know maybe you can like Matt said the on-ramp that lets you buy your initial Bitcoin through Kraken or whoever it is you're still going to move that off of Kraken into a self-custed wallet and you know that's where we call it not your keys not your coin um if you know if Kraken has it it's there's a higher counterparty risk than it's if it's in your wallet or what's the risk in your wallet like we said do you lose your key you lose access to the wallet or you Ai and nobody can find your key because you only stored it in your head um and so there's a couple of ideas that I wanted to at least touch on quickly and again this is this is its own you know week-long seminar it seems like but one is the idea of and we're not seeing it quite yet but I don't think we're that far off um what's functionally is self-executing a smart contract will so I've got my metamask is a very popular wallet uh you know I've got my Bitcoin held in metamask and uh you know at some point somebody creates calm oracles right so any connection kind of to the outside world that can pull information onto the blockchain for use in the smart contract you know some Oracle creates a way that my wallet or the smart contract associated with my wallet can go and look for Social Security uh death records and if it tags and says check we uh we do see that you know Lucas has passed away then it executes the code to deliver my Bitcoin to my kids wallets or whatever it is and so I think there is some idea and there's probably going to be a lot of work around this idea of a smart contract self-executing will but right now again we don't have that so we have these custody issues well if I don't trust Kraken um not that there's any reason not to that I know of but yeah if you don't trust them to hold your wallet uh or your your coins then you know who's going to hold it for you um and that's where again I talked about the multi-sig wallets well maybe what you do and that's specifically what I think is so um kind of useful about the interplay between Wyoming's asset protection laws and the digital asset laws um you can go to an entity like to Ocean trust two I think was actually quoted in this article as well um you can go to them and say listen I want you to hold my assets that way somebody can move them if I pass away because I'm going to split my key into maybe three parts I'm going to hold one the trustee is going to hold one and you know maybe we have a um some escrow hold the third I pass away the two of three the remaining trustee and the remaining escrow can can transfer my assets as it needs to be done well even better than under Wyoming law you know you can create this as an asset protection trust and so we know that you can transfer your assets when you pass away we also know that we can protect your own assets from your own liabilities by transferring them into an irrevocable trust and of course that's subject to the fraudulent transfers act but if you're not doing that to defraud anyone you can protect the assets that way and even better under Wyoming law you can you can even continue to invest as you choose to right you made all your money money on Savvy Bitcoin And ethereum Trades you want to continue to do that you don't want uh you know somebody at a Trust Company in Jackson Hole Wyoming to you know decide when to sell and when to buy without losing the asset protection you still have the ability to uh to control those Investments even better than Wyoming is a zero income tax state and so you can domicile those assets again subject to a million considerations that are beyond the scope today but you might domicile those assets that said find a way to earn yield off of them so they're producing income and maybe you want to create a non-grantor irrevocable domestic asset protection trust that is going to allow you uh you know if you're in California New York uh you know High state tax um resident you're going to be able to take zero income tax in Wyoming of course you still get taxed at the high trust tax levels but if you're already at the highest tax bracket yourself it doesn't matter and so you get all the Synergy of domesticating your assets here in addition to and I didn't mention this before but if you have those assets domiciled in Wyoming any potential lien that might be on them that you don't know about can be cleansed after being held in Wyoming for two years so you will see it's uh I get to say that Reuters I guess agrees with me Wyoming really is becoming a premier place to domicile assets no matter what and specifically digital assets sets again it's a seminar in and of itself but for folks you know looking at estate planning practices especially High net worth generational transfers uh Wyoming is a very very interesting state to do that and of course I'm happy to chat about this more with anybody if they'd like but let's uh let's move on I'll kick things back over to Tyler who's going to talk about some Securities Law consideration thanks Lucas appreciate it um yeah so we're going to switch to so I want to switch to tax or to Securities and um basically the utility statute that Wyoming has considered when we have clients I'm sure like all of you or if you're a company out there you're considering issuing s and certain things like that there's always this question of well is it a security or not when Wyoming was was enacting its laws it was mindful of okay well there are going to be some types of s that are utility in nature and as Lucas had mentioned before the predominant ethos of such a as consumptive and specifically we have this Statute in Wyoming and I'm going to give you the citation 34 29 106. it's the Wyoming utility act um it defines what a utility is and what it says is that it is a utility the consumptive aspect of it means a circumstance when a is exchangeable for or provided for the receipt of services software content or real tangible personal property including rights of access to Services content a real tangible personal property and so what we've been seeing in practice is how does that fit in terms of a company has you know once they issue some s and is it how do we balance whether it's a a utility or not at least Wyoming has this law in the books that we can say you know provide analysis at least by based on Wyoming law that this UT this is truly utilitarian it's a utility the tension as we all have come to realize is that how do we what will the SEC how will this how does the feds uh view this and um we were lucky enough to have Hester Pierce uh have a meeting with some of us in Wyoming a while back and we talked through these issues and you know that's the tension that's the conversation we always have with clients is that you know what we can tell you what Wyoming law says but we don't know the treatment of the SEC you know the the the primary position is that it is a security and so you run into that a lot and you know I think there will be continued conversations and more clarity as we go through this process but it's really difficult um in here to say here's what Wyoming says but you have to be careful about the SEC and other uh regulations that are out there that are outside of Wyoming which you know we have the conversations that you can do some type of offering that that's completely inside Wyoming interest state but that doesn't really get you far because you really especially in the Dow sense you know you want to have members that are worldwide and that is uh you know keeping it confined in Wyoming just really doesn't serve that purpose um so when when we look at these laws and I think with a aspect as well I want to wrap back around to the Dao you know when you have a doubt the membership interest could be issued through s and one of the problems I think we've run into is that okay if your membership interest is going to be reflected in a is that going to be considered a security in other words do you have to perhaps follow a an exemption a do a 50 506c for instance or something like that um you know I think clients have to either take perhaps pursue an exemption take the risk which some clients do or you know you go off offshores and but we have seen successfully in the at least the Dow aspect of the membership interest or at least a management interest in a dow being reflected through a holder so it's it's an interesting area it's there's still tension I think we have a long ways to go with respect to harmonizing Wyoming law with um the SEC and things like that but at least for Wyoming's purposes there is sound sound statutes that we can legitimately say that you know the way you're operating this is you know it for a utility it's for consumption or at least in the doubt aspect that simply reflects a membership interest uh and you're you're voting right or your management right in that Dao and for no other purpose so it you know I think you have a firm argument to make that it is not a subject to Securities it's not a security so there's a question that says have you considered and if so can you discuss the extent to which the Dow LLC can satisfy structural and operational requirements that arise that the Dow wants to be recognized as tax exempt particularly as a charity under 501c3 you know we have had that question come to light uh and several times I think one of the issues so I think one that we would all know is perhaps the Big Green Dow it's a 501c3 I believe non-profit but manages you know its management structure is a dow I think for Wyoming's purposes at least you know the Wyoming Dow supplement is under uh the chapter of LLC and so we have to understand well Can an LLC be a non-profit we do have a type of I would say non-profit LLC on the books it's not widely utilized in Wyoming uh however I mean I think if you can basically boil it down to the the structure the management of the entity itself the LLC um you know how to how can you fit that then under the 501c3 which is a corpse so or a non-profit um I I don't know we we're still pursuing that question and uh um but we don't have a firm answer on it right now how do we how do we harmonize you know an LLC doubt with uh a 501c3 structure per tax exempt purposes so Matt you're going to say something yeah I think you answered that perfectly and I would just reiterate a lot of this and we we tell clients this almost every day uh is is changing on a daily basis there's obviously a lot of ongoing regulatory actions at the federal level for those of you that follow this um the SEC has really been aggressive as of late with some enforcement actions on uh you know unregistered Securities offering for offerings or you know crypto offerings that should have been either offered under some exemption or registered uh the cftc has an ongoing action with a dow with some really interesting legal questions about people participating in a dow that was doing uh should have been regulated and it was conducting activity that that was unregulated um so so much of this is evolving uh really rapidly one of the questions was is Wyoming leading the country in digital asset law in our mind there's no question no state frankly has come anywhere even close to the the legislation that Wyoming has passed a number of states have passed bits and pieces of what Wyoming has done like I mentioned there's a few that have passed the Dow act a few that have mentioned uh the past the spdi ACT a few that are addressing things like Bitcoin mining and subpockets of of these issues but um no nobody has adopted it it is interesting and worth noting that the uniform law commission begged Wyoming not to append our UCC with the digital asset stuff that Lucas was talking about um about four years ago and Wyoming said sorry not sorry we're going to do it and lo and behold now the uniform law commission is adopting those those definitions so there is tremendous Headway and that was the last thing I wanted to mention just so people are aware is that uh there's Federal legislation pending not a lot has gotten accomplished yet at the federal level but our home state Senator Senator Cynthia alumnus and senator gillibrand from New York have co-sponsored some massive wide sweeping legislation at the federal level our firm was fortunate enough to participate in providing comment on some of that some of that build draft early on but IT addresses many aspects of what we're talking about today everything from clarifying some of the regulatory uh structures at the federal level and who has authority over what all the way down to defining different types of assets that might fall within those those agencies jurisdiction um and and we are excited about that here in Wyoming because that Federal legislation is so far looking like it would adopt uh Wyoming's legal framework which we think makes makes Wyoming even more compelling and for people to understand it now because again since no state has taken that that lead a lot of the federal uh senators and representatives who are taking the lead on this are looking to Wyoming so anyways as Lucas and Tyler both said and I'd reiterate this uh this area of law doesn't seem to be going away there's a lot of adoption occurring a lot of regulatory conversation station a lot of user-based growing and so we think that lawyers are going to be continuing to be hit with these issues and and be forced to at least be familiar with some of the legal issues and how these digital assets are are transacted with so with that I I think we're at the top of the hour thank you all for uh for tuning in