Law of Code

Lewis Cohen, securities law expert and co-chair of Cahill Next’s digital assets practice, breaks down when crypto transactions cross into securities territory. He explains the SEC’s attachment and separation idea, risks for market participants and platforms, the mess around who counts as an issuer, and why disclosure regimes might be the practical fix. Short, sharp, and legally grounded insights on crypto regulation.

Can new “payment accounts” with the federal reserve solve the crypto industry’s banking problem?Aaron Brogan is the founder and managing partner of Brogan Law, where he advises crypto companies on regulatory strategy, transactions, and policy. He also works with industry groups like the Blockchain Association on comment letters and rulemaking related to crypto banking access and financial regulation.Timestamps:➡️ 1:22 — What a Federal Reserve master account is and why crypto firms want one➡️ 6:34 — “Skinny” payment accounts: what they include—and what they leave out➡️ 7:16 — The core flaw: no interest, no overdraft protection, and balance constraints➡️ 10:52 — Why incremental policy wins matter in Washington➡️ 12:16 — How agency posture—not law—has shifted dramatically since 2024➡️ 13:09 — Advising clients amid uncertainty: baseline law vs. regulatory signals➡️ 16:11 — Why now may be the best time to take regulatory risk in crypto➡️ 16:44 — The biggest risk: a political shift triggered by a “black swan” event➡️ 18:36 — Onshoring vs. offshore structures: why many crypto projects still leave the U.S.➡️ 21:53 — Prediction markets, state vs. federal power, and a likely Supreme Court fightSponsor: 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: 📃 Aaron’s newsletter on so-called “skinny” master accounts, with a discussion of his comment letter on behalf of the Blockchain Association📖 The Federal Reserve's RFI on Reserve Bank Payment Accounts✉️ “Brogan Law is Built for War” newsletter by AaronDisclaimer: 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.

Dustin Gouker, journalist and consultant who covers sports betting and prediction markets. He talks about the post-2024 resurgence after the Kalshi ruling. He digs into the Cardi B Super Bowl settlement controversy and why vague rules spark disputes. He explores insider trading risks, sportsbook moves into regulated exchanges, and whether markets act as truth machines.

Jonathan Schmalfeld, Policy Director at The Digital Chamber and author of Off the Blockchain, breaks down March’s top crypto regulatory moves. He discusses stablecoin capital haircuts and OCC GENIUS Act debates. He covers developer liability bills, the Uniswap dismissal, Kalshi’s insider-trading fight, and growing institutional custody and banking moves in crypto.

What happens when a crypto policy lawyer decides to run for one of the most powerful regulatory positions in the United States — New York Attorney General?Khurram Dara is a former policy team member at Coinbase and regulatory policy principal at Bain Capital Crypto. After years working in crypto regulation and policy, he left the private sector to run for the Republican nomination for Attorney General of New York, focusing his campaign on reversing lawfare, regulatory overreach, and using the role of New York Attorney general to shape national policy.Timestamps➡️ 1:24 — Coinbase, the SEC, and why regulation-by-enforcement pushed Dara toward politics➡️ 4:13 — Why state attorneys general have become “regulators of last resort”➡️ 9:30 — Running for office without prior political experience➡️ 11:31 — How statewide campaigns actually start: conventions, delegates, and ballot access➡️ 17:02 — Campaign execution: fundraising, messaging, and building a political operation➡️ 24:27 — What Dara learned about fundraising and donor dynamics➡️ 28:08 — What “lawfare” means and why it concerns the crypto industry➡️ 33:08 — The economic impact of regulation through litigation➡️ 37:40 — How state AG offices could be reformed➡️ 45:45 — Why state-level crypto regulation may be the next battlegroundSponsor: 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: 👨‍⚖️ SEC Dismissal of Civil Enforcement Against Coinbase 📄 Press release for Attorney General James’ lawsuit against Trump family financial business 📄 Press release for Oregon lawsuit against Coinbase 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.

Carla Reyes, law professor focused on digital assets and reform; Andrew Hinkes, practicing digital-assets litigator; Andrea Tosato, commercial law scholar on blockchain. They unpack why code can enable actions but not by itself create legal rights. Conversations cover DAO hype, UCC reforms, smart contracts, AI parallels, and how law decides which tech states matter.

Gerald Gallagher, General Counsel at Sei Labs and co-host of a crypto policy podcast, breaks down U.S. market-structure drafting fights. He covers the stablecoin yield dispute, banks’ negotiating leverage, ethics provisions slowing talks, network-token frameworks, DeFi intermediary questions, disclosure quality over quantity, and the risk of talent fleeing to clearer foreign regimes.

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.

Bill Hughes, Senior Counsel at ConsenSys, a Washington crypto policy and market-structure expert. He talks through why congressional committees and agencies matter for crypto law. He outlines the stablecoin yield fight, DeFi regulation tensions, and the political stakes of a narrow policy window in D.C. Short timelines and strategic tradeoffs drive much of the conversation.

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.