Since my announcement that the SEC had served a subpoena on me related to Sushi, I have received numerous questions from the community concerning that topic.
In deference to the fact that the SEC’s subpoena reflects an ongoing and non-public investigation, I am very limited in the amount and type of information that is appropriate to share publicly.
Nevertheless, to give the community more information, my counsel and I have prepared a non-privileged “FAQ” below for the public to answer the most frequently asked questions I have received.
None of what follows is legal advice.
I am grateful for the community’s understanding and support.
What is going on?
Last month, Jared Grey received a subpoena from the U.S. Securities and Exchange Commission seeking documents and information relating to Sushi.
Has “Sushi” been served with a subpoena?
We do not know, one way or the other, whether the SEC has purported to serve a subpoena on any other person or entity that it believes represents the Sushi community.
Has anyone else been served with a subpoena related to Sushi?
We do not have first-hand knowledge, one way or the other, whether other entities or individuals have been served with a subpoena related to Sushi.
What is being done in response?
Jared retained counsel to represent him in response to the SEC’s subpoena.
Who is that counsel? Do they have experience representing clients in matters such as this?
Jared retained Jason Gottlieb of Morrison Cohen LLP. Jason Gottlieb and his partners have extensive experience representing companies and individuals in response to regulatory and law enforcement investigations, particularly in the digital assets and cryptocurrency space. Jason’s profile is available here: Jason P. Gottlieb | Morrison Cohen LLP.
What will happen next?
Jared, through his counsel, is cooperating with the SEC’s subpoena. Jared’s employer, Internet Three Software Company, is also responding to the subpoena voluntarily to cooperate with the SEC’s investigation.
Can you tell me more about the documents or information sought in the SEC’s subpoena?
Unfortunately, no. The subpoena is part of a non-public, fact-finding inquiry by the SEC. Therefore, in deference to the SEC’s process, neither Jared nor we can share more.
Should we be making the subpoena public, like some other projects do?
We do not think it would be helpful to the course of the investigation or to the Sushi community, to do that.
Who exactly does Morrison Cohen represent?
Morrison Cohen represents only Jared and his employer, Internet Three Software Company, in connection with the SEC’s investigation concerning Sushi. At present, Morrison Cohen does not represent “Sushi” (as a community) or any other members of the Sushi community in connection with the SEC’s inquiry.
Is Jared holding himself out as representing “Sushi”?
Jared can only produce documents and information in his own possession, custody, or control. “Sushi,” as a DAO, consists of a software protocol and people around the world who use it in various ways. Jared can advocate for the interests of the Sushi community but cannot possibly “represent” the entire community.
Does the SEC believe that Jared, Internet Three Software Company, or Sushi has done anything wrong?
The investigation does not mean that the SEC has concluded that Jared, Internet Three Software Company, or Sushi has violated any law. Also, the investigation does not mean that the SEC has a negative opinion of any person, entity, or asset. The SEC’s investigation is a non-public, fact-finding inquiry trying to determine whether there have been any violations of the federal securities laws. To the best of our knowledge, the SEC has not (as of this writing) made any conclusions that anyone affiliated with Sushi has violated United States federal securities laws.
Has the SEC made any findings of fact or law in connection with its inquiry into Sushi?
None of which we are aware.
Why did Jared propose to create the Sushi Legal Defense Fund (Establish Sushi Legal Defense Fund)?
The investigation will inevitably cost money, and Jared felt it was important to establish a fund to handle legal needs for operational continuity and protect core contributors. The Sushi DAO Legal Defense Fund will provide coverage for reasonable attorneys’ fees and costs for core contributors and multisig participants active since the ratification of Sushi 2.0 (Sushi 2.0: A Restructure For The Road Ahead 114) to the present.
Why is the amount 3 million USDT with provisions for total available funds of 5 million USDT?
We can’t predict the course of the SEC’s investigation, and Jared is trying to ensure adequate funds to protect the above-mentioned contributors.
What if the investigation ends and not all that money is needed?
As far as monies provided as a retainer to Morrison Cohen, to the extent there are unused funds that were supplied to Morrison Cohen such that the law firm’s time charges and disbursements do not exhaust any on-account payment (and to the extent that Morrison Cohen is not asked to provide additional services), any unused balance shall be refunded.
What if I get a subpoena from the SEC about this matter?
You can, if you wish, contact Morrison Cohen. Morrison Cohen may or may not be able to represent you, depending on various circumstances, but if you receive a subpoena, Jason would be happy to talk to you. His contact information is on his firm webpage.
Do you think that Sushi has done anything wrong?
Not to our knowledge.