Establish Sushi Legal Defense Fund

There is some contention over the contingency clause adding 1M to the legal defense fund that it could result in the complete allocation of the Treasury resources for legal expenses, which is not the intention of this proposal. So, I would propose we cap the fund at 5M in total, with further additions in funding needing community governance approval; thoughts?

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Nick, the proposal was amended to include coverage of multisig participants under the same terms as core contributors. Please review. As per the other requests for more information, we cannot comment further now. But I appreciate the calls for transparency. Also, I think it’s fine to include gross negligence clauses, etc., but I’m unsure and need guidance from an attorney before I include them. I’ll revert.

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Thanks, Jared. I think it was important to cover multisig. This is also the reason we need to institute the minimal financial payments to multisig participants. All part of the conversations and discussions previously.

I do not practice as an attorney, so I’m not the right person to draft the terms (with limitations), for the legal defense fund. I have a plethora of crypto-friendly attorneys who’d probably want to do some work for us.

I don’t know if Fenwick is responding and supporting us with respect to the subpoena. If they are not, I think there are smaller law firms who might be more appropriate for litigation than Fenwick. I don’t know the depth of the their litigation capabilities, or if they focus more on transactional work.

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And one other item @jaredgrey, it’s just a suggestion. I suggest that you, personally, consult an attorney that is separate from whomever might represent Sushi. If there is any potential for personal liability you should hear that from someone other than a firm that is representing the DAO. Similar to getting a second medical opinion. So if nobody has told you this, just keep it in mind.

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In regards to the cap matter, I’m not sure we want to cap it as litigation can continue for years. So maybe, and I’d love @ross to provide some input here, we should set an annual legal spend limit.

Should air them out just like Coinbase. Keeping a public issue private isn’t a great signal

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Hi Jared, I can help you with that. We can have a first meeting to discuss the terms, I present you some ideas without charge anything.
It will serve for you, to evaluate if you feel comfortable to having me supporting you/sushiswap in this and other legal situations. Sendme a message on LinkedIn (icaroavelar) so we can schedule this meeting.

A Wells Notice differs from a subpoena; please do a Google search.

But you’re a Brazil based lawyer. This will require a US based attorney. Someone familiar with the SEC and securities litigation.

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Excellent point.
SushiSwap is surely one of the biggest DAOs that we have in space, I belive that it is time to have an in-house counsel. What is this role?
Typical responsibilities include:

  • Review and advise on documents, contracts, or deals
  • Advise the CEO, board, or senior management on a variety of issues
  • Oversee delivery of legal services or resources
  • Lead internal audit or compliance programs
  • Create and lead legal strategy to protect the company
  • Manage other team members in the legal department

A chief legal officer (CLO) specifically may provide counsel for the board of directors, chairman, CEO, and other senior management. Consider if your hire will have board-level authority on every high-value transaction or strategic decision.

The in-house counsel works together with external counsels in specific demands. This situation of the SEC requires a US based attorney to deal with the specific subpoena procedments like wich date to answer, to which SEC office, to request personal hearings etc…

The work of the in-house counsel is quite different from the work of local lawyers. There is even specific rules to register as a foreign in-house counsl in each US state (I can’t send links in the forum, but google for foreign in-house counsel NY and you can see it).

See for example that SingularityNET is based in The Netherlands, with corporate structure across Europe and US and I was their head of legal during one year. The same with NFTFY which I am their head of legal until today.

Specific for Sushiswap I belive that it is time to think on having an in-house counsel who deeply knows the crypto world. Please, check my LinkedIn for professional refferences @icaroavelar.

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Can you make the Wells Notice or the subpoena Public ?


It was a subpoena, which differs from a Wells Notice. Google is your friend.

can you make it public the document?

See my other remarks regarding your question.

My suspicion is that it was a subpoena for Jared specifically, which is why he cannot make it public. A Wells Notice would be different and we’d be able to publish it much like Coinbase was able to speak about it.

We should not ask Jared to provide information against legal advice. There will come a time when we’ll be able to find out what it is about. Reporters will file FOIA requests or there will be some legal action that will be public.


So let me get this straight. And I mean all of it.

1.Late last year some platform owned by The Coin Bureau (lol) apparently found Jared Grey and supported him for the head chef job which pays like $500k/yr (how many “employees” does Sushi have again?).
2. Jared Grey immediately comes out and says the treasury needs more funds to make it further than 1.5 years so he proposes diverting 100% fees to the treasury in some sort of convoluted tokenomic mess.
3. Jared Grey forms a legal structure for Sushi
fyi this is the only way the SEC could subpoena Sushi in the first place. Otherwise they would just subpoena Jared.
4. Jared Grey proposes diverting $5 million+ in funds from the treasury (re-read #2) to pay for supposed legal defense of him (and sushi?). A case we have no information on and i would assume no direct influence in what the legal counsel would look like.

Lets he honest with whats going on here guys. The treasury is being drained. We spend $5m a year on like 10 people and an absurd amount to “freelancers”. Now the newly elected head chefarino is being subpoenad by the SEC (and apparently our newly proposed legal structure as well).

Yeah imma vote no on this one. These people get paid enough they can represent themselves if they screwed up. We should be using whatever money we have left to make sushiswap a better exchange to use. This is way too far off the course. This dao doesnt need to be so complicated and we dont even need a head chef to operate.

Your reply is the kind of uninformed input that gives little to no value to the betterment of the DAO and convolutes the process of ensuring operational continuity. Let me elucidate your erroneous points:

  1. Sushi DAO promoted the Head Chef candidacy search for months before I joined the process. I campaigned, like every other candidate, presenting a written dozen-plus page proposal showcasing my ideas for the DAO to help it fix its poor performance since Maki left. CoinBureau has nothing to do with Sushi DAO other than my previous employment, which allowed me to interact with their team, giving them insight into my experience, which prompted them to reach out to me to see if the Head Chef opportunity interested me.

  2. Yes, the Treasury needs funds. The DAO and previous mgmt were unable or unwilling to diversify the Treasury proceeds due to poor financial advice and planning from many members of the DAO who likely have little to no experience in managing cash flows. DAOs are unsophisticated constructions and allow anyone to contribute, for better or worse.

  3. The community member, Tangle, proposed the legal entity structure and action in April of 2022, months before I joined the DAO.

  4. Legal fees are expensive. The more complex a situation, the more time billed, which requires greater funds available to ensure that contributors are adequately covered. Because DAOs do not typically provide for D&O Insurance, like a centralized company counterpart, contributors need peace of mind their liability is minimized for legal expenses. Many DAOs have done and will need similar processes to thrive.

The DAO spends 5M USD yearly on highly specialized developer and administrative talent, as is standard in a highly technical industry where it must properly remunerate individuals to stay.

As for the subpoena, anyone can be subpoenaed. You do not publicize subpoena contents because it’s an ongoing inquiry/investigation. Any competent legal counsel will advise similarly.

Hi @jaredgrey, would you consider stepping down effective immediately? For the sake of Sushi (with things like xSushi), a central point of attack which you have been on the receiving end of I understand may take this whole ship down. A complimentary option may be a severance package and (once again) formal DAO restructuring to a more fortified approach. It seems plausible and less draining in the long run.

I understand you’ve given the opportunity your best effort. Unfortunately, results from this escapade seem contrary to what the initial goals of taking the job was. I hope you understand and thank you for your commitment to Sushi over the last months.

There’s only $15 million in the treasury. They’re most likely rugging. He’s able to share the contents of a subpoena.

Hi @jaredgrey, I wanted to give you an opportunity to reply but it seems your in no hurry.

The reason for my question is because Sushi should have known better than adding a doxxed Head Chef with public location in the US. There are many case law examples where dividend paying tokens are declared securities (here and here). My worry is you may cause irreparable damage to the Sushi brand (a national treasure in DeFi) if you continue in this role.

I understand team comms and other Sushi assets under your control may be compromised considering this subpoena. We’d like to initiate a temperature check to see the communities thoughts on you stepping down. We believe stepping down and allowing the community to draft your severance package would be more respectful than forcing you out or trying to beat the US govt who consider $5m absolute pocket change. There is no winning in this case.

Unless your willing to geo-fence Sushi and move from the US, I don’t see why you would want to stay onboard in this current environment. That doesn’t mean there is no opportunity for you in the future, it is just that the move may be the best for Sushi in the long run.

Let me remind you of your own words. Sushi’s most valuable aspect is its community, not a single head chef. Additionally, your job is to reduce and remove inefficiencies. I believe in this case you are such and this is nothing personal. There should be no offense taken. You’ve done a great job leading and we wish you the very best for your future in the crypto-sphere. Thank you once again.

  • Please step down ser
  • Stay and fight the US

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