The Third Web #1 - Re - Examining The Legality Of ICOs

Joshua Ashley Klayman,  co-founded the blockchain and smart contracts working group at the law firm Morrison and Foerster and leads the WSBA’s Legal Working Group. We caught up in person at a Cafe in Central Park to discuss gender disparity in tech and ICO regulation - a subject of considerable significance right now.

Women in blockchain:
    Social barriers to entry,
    Counterproductive responses to gender disparity in blockchain,
    Public displays of bigotry.

ICO Regulation:
    What percentage of ICOs are legal?
    How do “facts and circumstances” bear on the Howy test?
    Analyzing the SEC ruling that TheDAO was a security
    Regulatory focus on preserving the innovation space
    Fear of fraud, scams and terrorist financing
    Most ICO tokens are securities
    The utility token misunderstanding
    The Swiss foundation model and the challenges of separation of governance
    Is it irresponsible for ICOs to be raising $200MM in funding?

Blockchain For Wall St 20% discount code: THIRDWEBVIP


Arthur Falls: Welcome to the Third Web. A podcast about the technologies powering the next generation of human civilization. I'm your host, Arthur Falls.

On today's episode, Joshua Ashley Klayman co-founded the Blockchain and Smart Contracts working group at the law firm Morrison & Foerster, and the Wall Street Blockchain Alliance's legal working group. We caught up in person, at a café in Central Park to discuss gender disparity in tech and ICR regulation. A subject of considerable interest right now.

While we're all here, I'd to shout out for the Wall Street's Blockchain Alliance's upcoming event, Blockchain for Wall Street. It's a one day event on the fourteenth at the New York Law School, and while it targets the financial industry, it's of interest to all who follow ISO regulation and private ledger deployment. There is some major global partnerships forming through the WSBA, and their event is a good place to gain insight into the culture of the group. Ticket prices go up on Wednesday, US time. So, it's worth checking your calendar. A discount code can be found in the episode notes at And, just to be clear, this is not a sponsored message. It's just a really worthwhile event to attend if you have the opportunity.

Over to you, Josh.

Joshua Ashley K: So, my name is Joshua Ashley Klayman. I am a lawyer. I am at Morrison & Foerster. For purposes of this material, though, I'm speaking in my personal capacity. It's not legal advice, not investment advice. I have to say that. I, a couple of years ago, started ... I co-founded the Blockchain and Smart Contracts group at Morrison & Foerster. So, what started out as a very small group has grown. So now the members in all our offices around the world, which we have offices in several key hubs around the world. For example, Tokyo, Singapore, London, other places, US, obviously. And we now have over 70 lawyers around the world who, as part of their practice at our firm, are focusing on Blockchain Smart Contacts in Cryptocurrency matters. So, it's very exciting.

By way of background, as a lawyer, I was trained as a finance and corporate lawyer. So, that's my background. I did a lot of leverage finance and other types of deals. I became interested in Blockchain. I had always heard about it, but I didn't have a really deep, deep interest in knowing more until I started seeing what some of the banks were doing, or hearing, rather, about some of the banks were doing. Because some of the banks we work with on leverage finance deals. And to see that they had, in some cases, incubators and other sort of developments working on Smart Contracts, and partisan Blockchain capabilities and that they also said, in some respects, we're trying to reduce legal spend. That perked up my ears.

So, that was one of the drivers. Apart from that, I chair the Wall Street Blockchain Alliance's legal working group, and I'm also very active in activities involving women and promotion of women in tech.

Arthur Falls: What's the deal with women in tech? Why are there few women in tech?

Joshua Ashley K: It's a great question. I think it's one that everyone is grappling with, or many people are grappling with right now. I think. I mean, there are many ideas that are put forth. There, of course, are some who say, "Oh, well, woman are not more represented in this space because of some biological difference. There are those who say that. Obviously I don't agree with that.

There are others who say it's a lack of opportunity. And, I do think ... I think part of it is the lack of opportunity. I also think that women, sometimes without knowing it, were trapped into areas without any conscious awareness. Perhaps of those who are tracking us into those areas, meaning guiding us into that. Or, just because we don't see people represented in an area. And when you're young, sometimes you look at those who are already established in a field, or who are well recognized as experts, and you think, "Ah, I could see myself doing that." So I think one of the things I've been trying to push, at least on some of the social media things that I have. I try and say, "Hey, look at these women in Blockchain," for example. 

Because I want it to be when reporters and others, when they consult the experts, it would be great if we saw more experts being consulted that were women. Because there's a lot of women who are doing really terrific, amazing things out there. Who are really strong, powerful women. And it would be great that when we think of people in tech, we don't just think of men, and men in a very particular sort of image.

I will say, I can say this too. I have a daughter who was, I have five kids. But, my oldest daughter's 21. I had her when I was young, obviously. But she actually asked me one day. She said, "Mom, why is everyone trying to push this women in tech?" This was not something recently she asked, but maybe like a year ago. And I said ... her name is Sabrina. I said, "Sabrina, you know, it's important that there be more women in tech." And she said, "What if some women just aren't interested in this?" And some women aren't. 

And I said, "So, for example." Then this is what I told her, said to her. "When you look at lucrative positions, holding aside whether you're interested in it or not, when you look at positions that women or people can be very successful at, and have higher earning power, those often are dominated by men. So, it's important, just for no other reason than to be able to have higher earning power, and not just to be trapped into jobs that are ... less, that have less earning power."

I know that's a cynical way to look at it, but I do think there would be a lot more women who would be interested in pursuing opportunities in technology if they saw more models, and if they actually knew how that could affect their bottom line, and why that would matter.

Arthur Falls: So, one of the Blockchain luminaries. I say Blockchain luminary, and almost call them philosopher, Crystal Rose, made the remark that there's a lot of people talking about the ... There's a lot of people talking about women in tech, but there aren't a lot of women actually just learning to code. And, I do know quite a few people who have just gone out, sat a three month coding boot camp, and then applied their abstract knowledge of Blockchain to their newly developed coding skills and then become really relevant in the space. And, some of those have been women, but the vast majority of them men. And I know a lot of women in the space who could be doing that, but who don't.

Is there an element of this that is cultural or faddish? I'm playing a bit of devil's advocate here, in this women in tech thing where people are pushing it forward, but women aren't prepared to make that move.

Joshua Ashley K: I think that's a great question. I do think that there is, there is a bit of attention behind this now. I wouldn't call it a fad, but I would say I think people are realizing across the board, in terms of diversity, that it matters and it's important. And that you can get different perspectives that would be valuable. Even for consumer driven pushes, to have a diversity of perspective. So, I do think that there is an element of attention on this now that, I guess, typically may not be.

But I think this. Think of something there. Now, I posted on LinkedIn, I don't know if you ever saw it. But I put a simple post, no photos, no interesting text. I literally just had a post, and I said, "How about we recognize some badass woman in Blockchain?" And I listed a few that I knew. I don't know if you've seen this, but it was viewed, by now I'm not sure how many it's been viewed, but it ended up being viewed as of a few days ago, over 87,000 times. Now, for me, that's going viral because I'm just a regular lawyer, and I didn't have any pictures or anything. And people were adding names of women around the world. So, it clearly caught on to some sort of feeling that people had. Because my posts normally don't get 87,000 views.

I also think this, if you actually look through some of the responses, they were very telling. So, a few, if you went a few comments down, some unnamed person said, "I prefer nice ass." So, that was very interesting that that was, when I'm saying badass women, talking about powerful women, that that's what was introduced. So, I wasn't sure how to respond, but I knew I had to respond somehow. So, I said, "Well, if that's what you prefer, we'd be happy to call you that." Right? And then, he, I guess, got the joke, and he was like, "Yeah, just don't call me jackass." And I was kind of like, "Okay, you said it." 

But, anyway, he had a good sense of humor at the end of the day. But, I think it's those kinds of things, those kinds of messages where when you start staying, "Look, here are some women who are really powerful women who are really important players in this space," you have people sometimes jokingly, but still publicly coming forward and minimizing it. Also, it's interesting, if you look through the comments, some of the women, some very well-established women in this space, had indicated that they had been at meet-ups, for example, where they are asked, "Are they biologically different because they're good at coding?" Or, other very uncomfortable situations. 

So, I will say there is a flip side. Sometimes it's nice to be a woman in a technology space because you stand out, because there are fewer. And same thing in finance. There are, generally in my experience, in law and finance there have been fewer women. So, I have liked that, but I realize just by virtue of that one post, it is easy when you're in a position, and you may have some people who could be really good at this. Who could have some of the answers, half of the answers, or at least a quarter of the answers that we're looking for to help move things forward, and they're completely being blocked at the door. Just because there's an unwelcome culture that some people may not be comfortable joking back, or just pushing through.

One thing I think is really interesting about Blockchain, is some people have compared it to the next coming of internet. Really, a paradigm shift. Really, kind of, as I think about, like an inflection point for technology development. I see that inflection point as an opportunity for more women and other people who have not been involved in the status quo, to get involved. Because it's new to everyone. So, yes, if you don't have the technological know-how, yes you are at a disadvantage somehow.

But, for example, if I put it in a legal perspective. What I typically did in corporate and finance, some people are practicing today who have been practicing for 35 years or longer. Have they seen more deals than I have? Yes. Right. Do they have perhaps a deeper network than I do? Or a deeper reservoir of the law, and just experiences? Of course. But, when you look at Blockchain, just generally, no one has been doing it for 35 years. It's new. Whether you are a lawyer that's been practicing for 11 years, like me. Or, whether you've been doing it for 50 years, you're not going to know anymore than anyone knows right now. So, I think that that. This is an opportunity for younger lawyers to really establish themselves in this new, exciting space. Which is still an angle of technology. It's still, in my mind, part of women [inaudible 00:12:40]. I think there's a similar opportunity in Blockchain for women.

Arthur Falls: That's the most sober discussion that I've actually managed to get about women in Blockchain. 

Joshua Ashley K: Really?

Arthur Falls: Yeah. Well, yeah, 'cause sometimes it's really bad. Like last consensus conference had Women in Blockchain Luncheon.

Joshua Ashley K: Oh, the lunch with men. Yeah, men were there.

Arthur Falls: It was at the same time as the root stock announcement, which was about [inaudible 00:13:05]. So, you had the actual thing going on, it's like the most important [inaudible 00:13:11] conference. The Women in Blockchain thing was on simultaneously. So, it was the most counter-productive thing I'd ever seen.

Joshua Ashley K: And, can I say one more thing related to that? Last thing. Is, I think it's important ... and this is something also that people brought up in that [inaudible 00:13:26] post response. So, another person in that chain, he said, "Well, what about the disabled in Blockchain? What about the ... What about trans people in Blockchain? What about other people in Blockchain? What about minorities in Blockchain?" And I wrote back, and I said, "I do think, yes, if you want to represent that, I'm sure that people are feeling marginalized for a variety of reasons. There may be barriers to entry." And I said, "And I'm not minimizing those whatsoever. But, when you think about women, women are roughly half, possibly more than half of the population. That's a big chunk of people who are, perhaps, feeling left out." Whereas some of those other things, like disabled in Blockchain. That could be a subset. There could be some overlap. 

But I think ignoring the fact that half the population is a woman, and that if we don't have representation for that, that is a big, that is a big starting point. And I think some ways that people sometimes minimize the importance is to point to all the other types of disenfranchised, or underrepresented groups. But, women are half the population. All right, now I'm going to shut up about that.

Arthur Falls: What percentage of iCO's are [inaudible 00:14:52]?

Joshua Ashley K: That's an excellent question. I don't think anyone has a figure right now. What I can say is, we're learning more about what is legal and what is not legal. When the FCC this summer came out with guidance, it chose the DOW to focus on in its enforcement action. So, I'm sure you're familiar with the DOW for other reasons as well. Including the Smart Contract vulnerability that it suffered. That caused, ultimately, the hard fork in the thorium. So, it was already having some challenges before the FCC decided to focus on it. 

But what they basically said was, if you're not familiar with it already. They said, "Okay, here's the DOW token. The DOW token looks a lot like a security. We're going to determine whether tokens are securities using the Howey Test, which is based on an over 70 year old case. It's a fact and circumstances case. And, look the platform that the DOW tokens were traded on, looks a lot like an exchange. That exchange, it should have registered as a national exchange, or found an exception, such as an ATS.

Arthur Falls: Which exchange? Do you mean the way that the tokens were initially distributed? Or are you referring to Poloniex and Bitrex, and these centralized exchanges.

Joshua Ashley K: I think that's a great question too. Because I think the secondary trading that's happening on these exchanges, the exchanges realize that this is a concern. So, many of them, particularly in the US, have started saying, we don't want any tokens on that may be a security. Because they don't want to have to become an ATS, for example. And they don't want to run afoul of security as well as, or become a national securities exchange.

So, all right, stepping back for a second. With the guidance from the FCC, some people say it wasn't that helpful because they say, "Look. The DOW, what it basically was doing, was a virtual venture fund." They basically put a venture fund and turned it into tokens, Blockchain. And so, of course, even without having the guidance from the FCC, many lawyers in this space, including lawyers ... including us. We were advising folks, "Look. You need to be careful with these token sales because some of these tokens look a lot like securities." And, in fact, people would say to us, "Well, the DOW did it. The DOW was fine. They didn't get in trouble."

So this was very validating, in some respects, to lawyers. What's interesting though, is the FCC said that some tokens may be securities. They didn't say, though, that all tokens may be securities. And since there is this facts and circumstances test, there is a possibility that some tokens, and token sales, do not need, are not sales of security. Another-

Arthur Falls: What's the facts and circumstances?

Joshua Ashley K: A lot of things come into play. It's not just, a lot of people think, they look at the Howey factors, and they focus solely on the token. But there's a lot of facts and circumstances beyond that. For example, manner of sale. If I have a token, and it is not a security at all, hypothetically, this token. But, I'm saying, "Yeah, come on buy it, you're going to make returns of like 100%." Then it's looking like a security, irrespective of whether the token itself, if you envision it as a round token, like a coin, of whether that would in fact, of whether that would be a security. 

Now, one thing with the ... The most helpful thing from my perspective about the FCC guidance, is that it really showed others around the world that just because you leave the US to do a token sale, it doesn't mean that US Securities laws don't apply. So, for example, the DOW was launched out of Switzerland, okay? Well, because they marketed, issued, and sold to US persons, the US Securities laws still applied. There's the long arm of the US. And so, what we say to clients now ... generally, and what people say to clients now is, "No matter where in the world you go, you still have to worry about the US if the US is a target market for you."

And, okay, I see that you want to say something. So, go ahead.

Arthur Falls: I think everyone listening to this is going to say, "Okay, yeah. So what you do is, is you just don't, you just block all US IP's"

Joshua Ashley K: This actually, many believe insufficient just because you can easily throw your location.

Arthur Falls: Facts and circumstances, likewise. Say you make this token that's totally not a security, and you don't send it to security. But the climate and culture of this kind of investment environment, means that people are going to treat it like a security, and you know that people are going to treat it like a security. 

Joshua Ashley K: Well. I will say this. I think that there is still room. And maybe some people have a different view. I do think that there is room, and that it's important, in my view, to preserve this space for people to be able potentially to structure something, irrespective of the climate, where it may not be a security. Because the FCC did not come out and say all of these are securities. And as you look at the regulators around the world, who have come out and spoken about this, including, for example, Canada. Which gave similar guidance to the US. Also, Hong Kong gave similar guidance. So did many other jurisdictions, including Malaysia, Australia. Some places like Gibraltar want to be token sales destinations, and they, as you may know, they have a distributive ledger technology framework that goes into effect January 1st.

And in their guidance, they actually said, they're thinking about also producing a token framework that would go along with the principles based distributive ledger framework. So, some places like there, like Isle of Man, like Cayman. Many of those jurisdictions see a great potential vertical opportunity with these token sales. And, I think what you see, if you look at the guidance from various countries from around the world. Including, for example, Switzerland, was one of the most recent. They're very careful to say, "We're very worried about scams. We're worried about fraud. We want to protect our investors, our citizens. We also worry about know your customer laws, and any money laundering, and not financing terrorism." But, many of them say, "We think that these may be securities. Some of these tokens may be securities." But I have yet to see one that says all of these are securities.

And even if we look at China and South Korea, which have banned token sales. If you look, at least from the translations, at the concerns that they're pointing at? They're pointing at the same concerns. Fraud, scams, terrorist financing, and some of the tokens being unregistered securities. So, I don't think anyone in the world at the regulators level has said that all of these are securities.

Arthur Falls: Let me go back to my original question, though. And, obviously this is not as a representative of any law firm, or anything like that. If you had to ... If you had to take a stab, would you say that 70% are securities?

Joshua Ashley K: I don't know the answer for that, because I'm not seeing every token sale. I would say many, many of them are securities. I would say-

Arthur Falls: Many, many? As in two?

Joshua Ashley K: Yes. Many, many. I would say most of them are likely to be securities. I can't give an exact figure. Not only because I haven't seen all of the universe of them, but also because I'm a lawyer, and I'm very risk adverse about saying, pinning it down that way. But, I would say many of them are securities. And I think that one thing that folks are doing that is helpful, or may be helpful, to address this, is the idea that lawyers can help founders to structure tokens and to provide for characteristics for tokens that make them look less like a security. So that if you were to look at a continuum, because there's no bright line test as to where ... Okay, here is a security, here is not. 

And I actually think it is a disservice to the industry, generally, that people just colloquially refer to utility tokens. Because a token can have utility, and still be a security. By the same token, so to speak, it is helpful at least to have some language. But, when I hear the word utility token, when I hear someone say, "I have a utility token." What I hear is, "I have a token that I'm trying to say is not a security." I don't think of it in terms of, "Okay, just 'cause you have utility, your token can be used for something." Because I don't think that is a line that we can draw.

Arthur Falls: 'Cause that's just a really shallow reading, a very face value reading of the Howey test, right?

Joshua Ashley K: Yeah. I mean, it ... This is all facts and circumstances. What I will say. What I was going to say about structuring the token and a conservative approach. Certainly the most conservative approach is to say, "I'm going to assume my token is a security. And I'm going to sell it in compliance with US Securities Laws, and whatever other laws around the world where I may have purchasers, or marketing, issuing, selling. And somebody will register it off." You could also say, "Okay. It may be a security, and I'm going to market, issue, and sell in the US only to accredited investors." That's another way to do it, and just say, "I want the people to have a certain level of wealth, or a certain level of income over a period of time." And then also market to non-US persons, in accordance with those applicable laws.

But, back to the thing about structuring a token. We can help you, generally, as lawyers, to create a token that has characteristics that make it look less like a security, or at least addresses some of the stress spots. And what we sometimes say is, "Okay, we'll help you in that respect. But we also recommend that if you're going to market, issue and sell to US persons, that you only limit it to US accredited investors." That way you're in a position where you say, "We don't think we have a security here, but just in case we're wrong, and you say we do, we've already complied with the US Securities Laws."

Another sort of interesting thing, that if you're interested, I can tell you about, is a little bit about the collaboration across law firms and across lawyers in this space. One of the interesting things that I've seen in this space, which is a little bit different from many other areas of the law, is that since this is an emerging area. It's an emerging technology. It is an area where there isn't a lot of bright line guidance, or guidance at all, in terms of how we proceed. What I've noticed is that lawyers across firms have been collaborating in ways that we typically don't. 

For example, as part of the Wall Street Blockchain Alliance working group, we have a number of large law firms, of other law firms in this space, that are very focused on Blockchain and that have a lot of token sales. So what we end up doing is, we've been having ... and in fact, before the call that I mentioned that I had, we're having near daily calls to basically talk through scenarios in the token sales space. To share views. Not, share client confidences, or breach confidentiality. But, to say, "What happens if this? What happens if someone wants to pay their employees in tokens? What happens if they're paying a third party consultant in tokens?" All these sort of questions that come up where we want a comment view. We want to know what do you think, what do you think? 'Cause none of us wants to be the outlier, giving bad advice.

And so, we announced, actually, publicly that the WSBCA legal working group will be providing, prior to Thanksgiving, a private sector framework for token sales. And it will be Q&A style, or at least our first out leadership will be Q&A style, questions and answers, where we talk about actual, practical circumstances, and aspects of tokens. And we weigh in on it as a group. And so the thought is that once we've put this out there, with the strength of many lawyers from prominent law firms who are working on these behind us, then others from the community can weigh in. Say whether they agree or disagree. But that way we have a common view as to what we think are our safe approaches. And, considered risks.

Because I know the regulators are very interested in this space. I suspect that as practitioners, though, we see a greater deal flow. So, we can actually say, "Okay, well, this is a peculiarity for this deal. Or this is something I keep seeing again, and again, and again. Is this [inaudible 00:27:57]? Does this mean it's automatically a security? What do you guys think? So, I think that that kind of give and take across lawyers across law firms is something really helpful, and is one way we're trying to be compliant.

Arthur Falls: So, recently, Tezos. You know Tezos, right?

Joshua Ashley K: Yeah.

Arthur Falls: So, that thing's exploded, it seems. Which is not surprising because you have some technical minds, people with brilliant technical minds, put in a position of managing a volume of funds far beyond what they should be managing. And that's obviously, that's not a bright line statement about who should be managing $200 million or not. But I don't think Arthur and Kathleen Breitman should be, just to take a stab. I don't know them very well, but I've seen them at events, and they just don't give off that vibe. Right? I've also spoken to Kathleen, and she's a technical mind, but I just, I feel like they represent people who should not be raising and managing such a huge pool of funds. There should be someone with experience in that kind of activity involved in that process. 

Joshua Ashley K: Well, I do have to say this, 'cause I know Kathleen, so I am biased. Right? I would never say that I did not think that she would be able, to be capable of managing that amount of money. I do hear your point though, as a general matter about people in the technology space sometimes being very bright in one area. Such as technology itself versus whether or not someone has business experience. Holding aside Kathleen, 'cause I just want to say that.

What I do think is interesting though, is the whole thing with Tezos, again, sensitive about this topic. But, I do think that by setting up a Swiss foundation, I do think that they were very mindful in trying to be sure that there was good governance. And this Swiss foundation model ... I'm not a Swiss lawyer, so this is not legal advice. But, based on my experience on deals and in talks with friends in Switzerland who are lawyers, including [inaudible 00:30:18] and other law firms. My understanding is that the Swiss foundation model, it's very strength is its detriment. It's a governmental entity. It's quasi governmental. And once you set the purpose, you can't change it. Or, it's very difficult to change it. This could be very good if you're an investor, and you want to make sure that the founders are not somehow controlling thighs. It's also very difficult as a founder to get money back out, province back out. You actually have to, as I understand it, have third party arms lengths agreements with companies.

For example, if I'm a founder and I have a company, and you're the foundation I can have arms length contract with you and perform services for the foundation, and the foundation can pay me. But I can't just siphon out money. So, I do think ... And also, I have to say this, because is it a governmental entity, or quasi governmental entity, the governing powers are actually somewhat divorced from the powers of founders. So, the actual people who are running the foundation have a tremendous amount of power. And they consider proposals, right? You can't in the same way, you should speak probably with a Swiss lawyer about this, but you can't in the same way bind in the future a foundation. You can't say, "Okay, the foundation is going to issue you tokens." You can submit a proposal to the foundation that it do that.

So, actually, in the example that you gave with Tezos, there was a real separation of governance from the money. Because the issue where it was, was Swiss foundation. So, the money is in the Swiss foundation. The dispute as I understand it, again with the sensitivities I said, if you end up with governance of the Swiss foundation that you don't trust, that is a greater challenge. It's not so much that the founders still have control of the money, 'cause they don't. So, I think that there are ways to do compliant token sale offerings right now.

And we have a model. It's called the Securities Laws. Right? So, if you do things in compliance with that, you will be in compliance. It's more a matter of whether ... where you draw the line between something that is essentially a sale of software versus whether it is a security. If you have something at the end of the day that looks like a presale of a ... I don't want to use this specific brand, but you know a large well-known software company presenting some of it's software. I think you run the risk of, if you look at something, you could make almost anything into a security.

But I think it is important to know there are frameworks that exist that do apply. And the Securities Laws, the question whether the token is or is not a security, that should be the beginning of inquiry, not the end. So, even if it's not a security, you still have to worry about money transmitter laws. You still have to worry about a whole bunch of different things. I think there are a whole bunch of interesting questions that no one has even gotten to yet.

For example, flow back issues. If you have tokens that end up back in the US, do you ... could you trigger reporting requirements. If you have tokens that may look like they are, I don't know, not a security, but you know and you're trying very hard as a founder to have them listed on an unregulated exchange, like what happens? There's so many ... It's funny that the reason that I got interested in this space in a very real manner, is this idea that if I didn't then lawyers Ludlow somehow be out of business because of these Smart Contracts. Because theirs' so many new issues that are arising with distributed ledger technology. I mean, we have hedge funds in the space that are either popping up, or existing hedge funds that now want to trade tokens, cryptocurrencies and different alt coins. 

How do you deal with traditional questions that have already been answered in other circumstances? Like, how do you deal with custody? How do you deal with valuation? How do you deal with many, many other things, and you have questions. Now you have financial institutions like banks and others, that are potentially going to be making loans to finance the acquisition of players in the space. Whether token issuers or unregulated exchanges. The analysis of the risks, and the new type of developments that are happening so rapidly, it's actually coming up with legal questions. Even where we previously thought they were answered and settled law.

Arthur Falls: So, where can people find out more about what you do? Personally and ... Do you write or anything? Do you blog?

Joshua Ashley K: I do. I don't have a separate blog. I do, from time to time, write musings on my LinkedIn, like actual articles. I sometimes write articles that are published in publications, so if you Google me, Josh Ashley Klayman, with a K, you can find out more. Also, if you go to Morrison & Foerster's website, we do have a web resource for the Blockchain and Smart Contracts group which will tell you more about what the law firm's doing. But in terms of my personal thoughts and articles, I have some things on the web as well. One thing I should say, as well, the reason I say Joshua Ashley Klayman, is there is a well known University of Chicago professor in some kind of psychology, like industrial psychology named Joshua Klayman, with the same spelling. So, if you find something by a guy named Joshua Klayman, has nothing to do with Blockchain.

Arthur Falls: That was it. I beg thanks to Break Master Cylinder for the tunes. You can reach me at Twitter @ArthurFalls. Of course, you should subscribe on iTunes. Or, your favorite podcast manager. This feed will probably still be called the Ether Review, but it will update in time. I'll get you guys next week.

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