Spencer Perkins on Warpcast

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Spencer Perkins

@spencerperkins.eth

Curious to understand what DUNA solves that wouldn’t be solved with: * Remove the veto * Dissolve Nouns foundation * Further protocolize Nouns (e.g Vrbs streaming)

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₿Ξnbodhi ✦⁺ ↗ 🎩ᖽ pfp

₿Ξnbodhi ✦⁺ ↗ 🎩ᖽ

I think the main thing would be token holder/voter liability.

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Spencer Perkins

@spencerperkins.eth

Voters can be fully anon. Also, more programmatic treasury distribution might solve this (?) https://warpcast.com/lay2000lbs/0x31175fb2

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Leighton pfp

Not sure anon voting is plausible. Might be better to remove the need to vote. Something like an unstoppable stream that you can direct in real time by staking a noun on an address would be more defensible.

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Spencer Perkins

@spencerperkins.eth

What’s the issue with anon voting? Steaming like this is currently being worked on for Noun by Vrbs (cc @rocketman): https://www.nouns.camp/proposals/582 https://warpcast.com/rocketman/0x218edf06

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Leighton pfp

Well presumably you would need to make the ownership of the noun itself anon. Otherwise you still have same liability issue. So that’s what I was thinking would not be feasible

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The simple thing is: The more Nouns is an autonomous protocol with no governance input the less legal risk there is. The more it looks like a shared bank account with token voting. The more legal risk

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wylin💎↑ pfp

exactly. the beauty of the DUNA is that is protects Nouns in the near term given the current facts look more like a shared bank account and gives legal foundation for it to continue moving towards an autonomous protocol in the medium and long term

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Spencer Perkins

@spencerperkins.eth

Who exactly is it meant to protect?    It’s still unclear to me why we need DUNA now. DUNA imposes a KYC requirement on DAO funding, and requires core protocol changes to an arguably much worse minority protection mechanism that also will kill DAO cash flows for 4 years due to auction revenue vesting. Why can’t we continue the current structure until we can further protocolize Nouns? If the Nouns Foundation is concerned about its liability, doesn’t removing the veto and dissolving the foundation solve that? Just trying to get a better understanding of the goals and alternatives, because it seems there are a lot of downsides to DUNA.

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wylin💎↑ pfp

meant to protect token holders, DAO members the corporate veil of Cayman Foundations DAOs, meaning when they go to court the company is liable not the owners/ employees of the company as individuals, has been pierced in the United States multiple times in the past 2 years what this means is that if, and yes it’s an if but a big one given the consequences, a lawsuit or gov enforcement action happens, individual DAO members can be held liable and pursued. at that point your anonymity is as good as your OpSec vs the discovery process and/or a government agent’s ability to crack it DUNAs, and any form of Non-Profit company structure, also insulate against the tokens = equity argument because there is no beneficial ownership/ profit sharing in Non-Profits. this makes Pro-Rata claims to the treasury effectively illegal though, so a refund mechanism like this is the workaround imo we shouldn’t assume auctions will stay where they are, have said i think the 4 year window is WAY too long

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wylin💎↑ pfp

to add to this: right now the Foundation owns the GitHub but doesn’t explicitly own/wrap/claim liability for the treasury and the DAO members the core issue with Caymans Foundations is they are inherently centralized as the Foundation has a Board and has the freedom to act outside of the will of the DAO even if veto and fork were removed, that issue isn’t fixed. the options being considered were: a) further centralize by explicitly wrapping everything under the Caymans Foundation, tokens = equity b) a different entity, maybe UAE Foundation or DAO LLC, where again, tokens = equity. the securities question is clear at least but not great. liability for token holders at least but not great for a DAO that does grants for tech, art, charitable impact, etc. c) wind it up. send it to zero. let the chips fall where they may d) the DUNA, or an UNA like Builder DAO. after the Foundation’s consults/ advisors met with Miles Jennings, who helped write the DUNA law, DUNA seemed to be the best course

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Spencer Perkins

@spencerperkins.eth

Thanks Wylin, really appreciate the details here! I guess I’m still not convinced the upsides are worth the downsides, which IMO seems like steps in the wrong direction for the Nouns experiment. Curious to hear more about option C, and why the foundation feels this isn’t viable? Without the veto, and if the GitHub were to be depreciated and decentralized to the community, would there even be a need for the foundation? I understand this doesn’t solve Noun holder liability, but protocolization / programatic fund distribution might solve this. If so, why not spend the time and effort there instead of on DUNA?   Also, any chance you know the details on the timeline and cost for DUNA?  https://warpcast.com/spencerperkins.eth/0x0756d9fe

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wylin💎↑ pfp

hey if you think that’s a design problem that can be solved in 6-12 months i’m all ears

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wylin💎↑ pfp

oh! re: timing. i’m not in the loop really 4156 said in a couple weeks on Twitter in the past few days. no idea re:cost Deloitte is consulting the Foundation so my guess would be expensive

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