Sushi Legal Structure

Overview

SushiDAO should form an association or foundation in order to mitigate future risks. In doing so, the SushiDAO will provide legal clarity regarding the rights and obligations of token holders and contributors, limit liability of token holders and contributors, and create an apparatus to manage administrative issues for SushiDAO. In addition, various services entities can be created for contributors to the Sushi Protocol.

There are several jurisdictions which can be contemplated for forming a DAO entity, but Swiss Association law is currently the leading solution.

Budget:

We estimate a one-time set up cost of US $85,000 - $100,000 and a recurring cost of $10,000.

  1. General Counsel and Structuring: $40,000
  2. Swiss Foundation Set Up: $25,000
  3. Development Company Set Up: $2,000 - $13,000 per entity (depending on jurisdiction)

Steps for Foundation:

  • Determine foundation members
  • Establish members
  • Token Distribution & Transfer
  • Draft Articles of Association

Steps for Service Entities

  • Form DevCo services entity and any other core contributor entities
  • Draft any Service Level Agreements between service entities and association

As we will need members to form the foundation, it would be optimal to have individuals who are in crypto friendly jurisdictions. Nominations or suggestions can be addressed in this Forum post.

This post will be utilized for a temperature check and signal to indicate if this is the direction and will of the community.

For
Help create a structure to guide Sushi’s future by limiting liability for contributors

Against
This is fine.

Poll

  • Create Legal Entity and Engage Legal Council
  • Entity and Legal Council is not required

0 voters

8 Likes

Hello,

I’m extremely happy that Sushi is moving in the good direction.
As said since the beginning, it’s a must to have a solid legal structure, and, at least, a foundation.

Switzerland looks interesting, but there is others friendly jurisdiction.

The budget is reasonable ( in Swiss, I think you must deposit $50,000 to open the foundation for example ).

The most important part will be : how this foundation will be used, and what the foundation own.
It’s definitely a must, it’s really the time for Sushi to update itself and to have a legal shield ready for all contributors.

About the last point, i’m afraid that it’s become more and more complicated for contributors from USA to stay at a top level in Sushi.

6 Likes

This is a much-needed step, and I’m really excited about this new development. It will play a major part in propelling Sushi Protocol into the future. As we all know, Sushi is currently at a crossroads, and the path we take from here will determine whether we become a top-tier project or not. Creating a foundation will help ensure that we stay on track and continue to grow while limiting the liability for contributors.

Bullish.

1 Like

I’m always in support of a legal structure. Not sure why we’re going with the Swiss structure as opposed to others, but I’m a little less concerned about that aspect.

Gaining any structure is more important than which structure. This is growth and professionalization of the Sushi ecosystem.

2 Likes

As long as the final legal structure doesn’t force Sushi to move away from offering their services globally to all humans equally.

We cannot afford to compromise our core crypto ethos in order to appease increasing global “regulatory demands”

So far Sushi has stood strong in the face of equal access for all, despite many other DeFi protocols bowing to pressure from various states against other states.

We must stand strong and #OccupyDeFi where others do not. It is in our DNA and remain so regardless of legal structures designed to “mitigate risk” of our offerings.

2 Likes

Great to hear that SushiDAO would like to proceed with a legal structure!

I have been researching different legal structures for the Idle.Finance DAO since last year, some of the research might be useful for the Sushi community as well. Feel free to have a look here gov.idle.finance/t/legal-structure-for-the-idle-dao/682.

Back in September last year, the initial research was focused on foundations & the UNA structure. Six months later after countless meetings with legal advisors :sweat_smile: 'm increasingly favoring umbrella entity-less DAO structures: either Cayman Foundations or Guernsey/Jersey Trusts like dydx just recently announced (for the reason that Cayman and Guernsey/Jersey have different perception from “the public” eye) and then “dock” individual (purpose-driven) entities to fulfill certain specific functions if/when needed: swiss associations, cooperatives and/or LLCs.

As a Swiss citizen, I would love to help set this up and be involved in the formation of an Association or a Foundation and also bring a closer eye regarding the real costs of setting up such structures in Switzerland.

I have been actively researching this with multiple partners and advisors since last year, it excites me a lot as it’s a crucial step for DeFi growth and adoption. I had several conversations with legal advisors such as Otonomos & David Kerr and it helped me understand the benefits & risks of the available legal jurisdictions and structures.

Therefore it would be super exciting for me to be part of a regulatory and legal compliance research working group if Sushi moves forward with this initiative.

From the text of the initial proposal above its not clear to me if the plan is to set up both or one or the other, as a Foundation and an Association are two completely different structures. For example, an association doesn’t need any capital to create the structure whereas the Foundation needs a minimum required capital.

4 Likes

Hello, I’m a trademark attorney in Turkey and I do the applications and registrations of trademarks and designs in before the Turkish Patent & Trademark Office. I like the sushiswap project, so I want to help it grow. Your trademarks "Sushiswap”, “SUSHI” and it’s related trademarks can be registered in before Turkish Patent & Trademark Office. In fact many cryptocurrency related companies only started the registers in Turkey at the last few years, so best interest is to keep it registered. So I would like to help you register all of your company names and trademarks. Fees in Turkey are very affordable and gives a protection for 10 years it is very wise to keep the trademarks registered.

Please contact me if you are interested in this subject so I can send you further information and necessary forms. Looking forward to hear from you.

Seems like a no-brainer. Happy to see this move towards polling and one step closer to voting.

Is there a large disparity between costs for the foundation setup?

Sounds like the common question conveyed above is why Switzerland?

Hey guys!

That’s an amazing idea!

We could help you with that at Arbitri, as we precisely incorporate those kind of organisations (legal vehicle(s) under Swiss law + technical DAO ) on a regular basis.

A few thoughts :

  1. The budget seems excessive. The whole set up can be achieve for much less money;
  2. As such, I would not recommend a Foundation but an association;
  3. I believe Swiss law is particularly interesting as the EU recently adopted MiCARegulation whilst Swiss blockchain legal system has been in force since august 2021;
  4. What about doing something event more complete? E.g. having legal arbitration (single private jurisdiction) bound with the participation DAO where arbitrators are chosen amongst the community?

If you wish to look me up : My name is Gabriel, I’m the head of regulatory at the Crypto Valley Association in Switzerland, CEO of Arbitri a one-stop-shop based in Geneva (arbitri.ch) and I’m concluding a PhD on smart legal contracts.

Cheers,

Gabriel

Linkedin: in/gabrieljaccard/
Email : jaccard@arbitri.ch

It’s true, Salome has been looking into this in depth. Others in the LexDAO space have also got a lot of feedback on this particular issue.

I’m less concerned with the entity that is chosen. I expect Sushi has those in the core team that can answer these questions. More importantly, I think any structure is a step in the right direction.

4 Likes

It is good to see Sushi DAO face the practical legal reality felt by many of its contributors and partners. In terms of the leading options, Switzerland, culturally, has strong norms around protecting the assets and autonomy of its residents, and as suggested in OP, has well-understood association law. It seems as solid as any jurisdiction to start.

As @Salome noted, it would be important to reach consensus on whether creating a Foundation would be more useful to Sushi DAO at this stage versus a Swiss Verein (Association) structure, or both.

A Foundation (alone) could create perceptions of centralization depending on how much control over things like DAO treasury and Sushi brand assets it retains. As an alternative or complement, a Verein that is deferential to the will of Sushi token holders could operate in multiple countries, while maintaining separate liability and control, and still share assets like the Sushi brand. It is for this reason that Swiss Vereins are popular for partnerships like law firms to expand their international operations rapidly.

Again, both structures could be utilized, with Foundation maintaining the treasury and Verein being the operational layer to Sushi DAO dealing with off-chain tasks. In any event, and not to sidetrack the progress of this discussion, it is welcome to see the DAO moving forward to clarify the responsibilities of its operators and help reduce legal exposure for its operating teams. Overall, I am personally bullish on a mycelial network of deferential entities that receive grants and coordinate around the Sushi DAO token, and this can be an outgrowth of Swiss Foundation/Verein.

4 Likes

With this further explanation, I lean towards a Swiss Verein. It appears Verein structure is more aligned with the decentralized, community nature, of Sushi.

3 Likes

I second that. We can always establish a Foundation later, if there is such need.

Don’t waste your time or money setting up in Switzerland. For what advantage?

It provides very little advantage from a legal or tax perspective and is easily one of the most expensive jurisdictions in the world.

Their Cantonal system of laws is Byzantine and often opaque. Sure, you might get a friendly welcome in Zug but none of the other Cantons recognises their system and in the absence of a Federal approach to crypto, appears to have failed. The failure of Libra to establish headquarters in Geneva should have been an alarm bell for everyone. It took Libra and the Swiss regulators months of effort and wrangling but in the end they had to agree to disagree, with the decision accelerated by moves in the US to have oversight into Libra’s operations. That, in a nutshell, is what you will face if you establish in Switzerland.

Unless Sushi has board members and employees in Switzerland, banking is no easier. Swiss staff costs are extremely high. The Swiss banks have, by and large, all fallen into line with the US demands to share information (or face ongoing sanctions and fines).

So what’s left? The “Our Foundation is Established in Switzerland” t-shirt.

Structurally, the overall arrangement seems to be sound if a bit over-egged - I’m still seeing too many multi-entity DAOs that have insufficient reasons for existing other than to keep the agents and nominee directors busy. You only really need one legal entity to interact with meat-space, maybe 2 if you’re desperate to have a Foundation. It’s a bit odd that Sushi has yet to have any legal entity after all this time and now wants to create several. Multinational tech giants would blush at some of this stuff.

Ask first what the purpose of the Foundation is and who is putting their cojones on the block to be a board member. You won’t get director’s insurance and will need to self-insure the board. A huge capital-sink and legal exposure for the individuals.

It’s pretty easy: Get established. Hire good staff and management team. Pay your taxes. Avoid crooks and hucksters. Sushi should focus on the fundamentals before dreaming about multi-entity, questionable, tax structuring.

2 Likes

I would note that Libra, a stablecoin project rooted in web2, is different from Sushi, which provides non-custodial smart contracts and tools for users to optimize their defi workflows. Nonetheless, I appreciate your concerns. Are there other jurisdictions that you think would be useful for the treasury signers to help limit their legal risk, and for core contributors? From the earliest days of Sushi, these risks were noted as hurdles.

2 Likes

It was raised in the earliest days and yet here we still are, fighting off charlatans and scammers and building monstrous legal structures that may never be fully realised.

We need more cold calculation. Do some basic ROI and cost-benefit analysis and ignore the frothy legal architecture proposed by folks who haven’t even had the decency to explain why their suggestions are sound business decisions.

The best legal advice is that which is challenged by smart business minds who can balance the competing objectives: good risk management, structural flexibility, cost.

When the OP comes back with a compelling case on the cost-benefits, fine. I don’t see it.

Sushi could do the basics and get a simple BVI entity, draft proper user terms and privacy/cookie policy and be on its way. We need a strong management group to drive it. We still haven’t done any of that.

I will follow up and find out why Swiss was chosen over BVI.

1 Like

It was raised in the early days, and now there is a suggestion to execute. What do you mean by “monstrous”. It is pretty confusing, tbh. BVI is interesting though. I think the discussion is really more about whether the DAO should help pay to structure entities to protect contributors. Or, we just say “bring your own entity”, which is also an approach. As noted by others, Swiss Associations don’t require any filing and can be created by simply completing agreements. When you say get a simple BVI entity, would this be for the Ops team or would this also include the treasury?

2 Likes

Ok, “monstrous” was strong language but allow me a bit of theatre.

I don’t want to get into too much detail here because that should really be the task for whichever lawyer is retained.

One possible model is to create a BVI entity (or similar) as the services/support company for Sushi and a separate entity to act as a Foundation in order to manage the Treasury.

Where I part ways with the OP is that I have dispensed with the additional entities referred to as they do not currently appear to have a sound commercial basis for existence.

Now, there may be very good reasons to add entities to this basic dyad, but there would need to be compelling reasons to do so. For example, if some of the developers felt that they need additional asset protection in their jurisdiction. Honestly, once you start looking at things like asset protection, then the individuals concerned need to take a closer look at their own personal circumstances and, for example, consider establishing family trusts to quarantine their assets. It’s highly unlikely they will be getting any director’s E&O insurance so some alternatives will need to be investigated.

Don’t forget that each entity adds considerable overhead and ongoing running and management costs that need to be factored in. Doing a rudimentary TCO (total cost of ownership) will quickly demonstrate the annual overheads involved. It’s more than agent and filing fees.

Finally, each entity needs to have an appropriate exit plan. By this I mean, who will be there to switch the lights off if there is a change in personnel which leaves entities without suitable management, a bankruptcy event or worse, directors who go MIA. Sushiswap’s history is, unfortunately, filled with numerous examples of teams and individuals who’ve passed through without the necessary accountability. This forces one to consider appropriate succession planning and “break glass in emergency” situations.

One area that I most certainly agree with the OP on is identifying a jurisdiction based upon the tax residence of the participating directors (US is excluded). If you can find a match between a suitable jurisdiction and the residence of one or more of the directors, that would offer significant advantages, particularly in relation to establishing bank accounts.

2 Likes

Curious about the other friendly jurisdictions! I would think Swiss is the best