Addison Cameron-Huff, Blockchain Lawyer

Thoughts and opinions of a Toronto-based cryptocurrency lawyer who's worked in the industry since 2014.

Toronto Blockchain Week 2019: Synopsis

Screenshot of Toronto Blockchain Week website

Toronto Blockchain Week was a huge success last week. We managed to rally our vibrant, diverse community of educators, businesspeople, developers, government, and the public, to attend 47 different events across Toronto. Thousands of people attended the week's events, and I was impressed by the calibre of the events I attended (unfortunately there were so many that I only attended about a third of them). Here are just a few of the organizations that ran/helped run events last week:

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Creative Destruction Lab's Blockchain Incubator: Starts July 22nd

The Creative Destruction Lab, located at U of T's Rotman School of Management, has launched a blockchain-focused incubator program. The program offers mentorship and (up to) $100k USD of investment, in exchange for an equity stake.

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3iQ Bitcoin Fund Proposal Denied By OSC, Application Filed For Hearing

The Ontario Securities Commission (OSC) released its decision to refuse to issue a receipt for a proposed NRIF (see below) investment product called "The Bitcoin Fund" last month. The fund is being put forward by the tenacious team at 3iQ Corp., who on Friday filed an application requesting a hearing about the refusal. The application contains further details about their plans, including the role of Gemini Trust Company, a US trust company, that they intend to act as a sub-custodian to Cidel Trust Company, a Canadian trust company.

3iQ has been trying to establish this fund in Canada since at least 2016 (according to their application). For anyone interested in following in their footsteps, their 26 page filing is required reading. The investment managers (and their lawyers) have put a lot of thought into these issues, and they've included operational details in the application that are interesting notes about the state of the industry in Q1 2019. For example, paragraphs 38-49 discuss their proposed Bitcoin valuation methodology and why, in their view, it conforms to NI 81-106.

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Business Idea: A Locally-Encrypted Legal Platform Like Clio

Table showing compatibility of Web Crypto API with various browsers

Legal platforms like Clio have brought large firm tools to small firm/sole practitioners, and greatly improved the toolkit available to lawyers. What these platforms don't offer, and what almost all online platforms (e.g. Facebook) don't offer, is local encryption (explained below). The current way of doing things is that lawyers are uploading important information about their clients to systems that they don't control, and that disclosure is often not mentioned in lawyers' retainer agreements. How does this interact with the rules for lawyers, such as the rules for confidentiality in Ontario? How should lawyers be safeguarding client information? The rest of this blog post talks about one possible way of addressing confidentiality in the era of cloud software tools for lawyers.

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Toronto Blockchain Week: April 22nd to 28th

Toronto Blockchain Week: April 22-28, 2019

Toronto will be celebrating Toronto Blockchain Week (TBW) from April 22nd till 28th. The website for TBW is https://www.torontoblockchainweek.io and the reaction to its launch last week has been very positive. Toronto has a lot to effort to the nascent blockchain industry.

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The Role of Stolen Payment Credentials in Crypto Banking Problems

The most common question I've heard from clients over the last five years of working with the crypto industry in Canada is: “How does my company get a bank account?”

One of the reasons why it's so hard to get a bank account for a cryptocurrency-related company is the prevalence in Canada of stolen payment credentials (debit/credit card information). Most people who I ask about this crime says it's happened to them. In a study by Canada's Chartered Professional Accountants, approximately 1/3 of Canadians said they'd been a victim of this crime. The rest of this blog post will explain how this commonplace crime is connected to the difficulties that companies have had in opening business bank accounts in the virtual currency (cryptocurrency) space.

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Blockchain Governance and the Public Interest Standard

Many concepts sound great in theory but become thorny in practice. One of those concepts is the idea of the "public interest". The term has existed as a principle for good government, in various forms, for thousands of years and it's widely used in law. In a recent blog post, a well-known Ethereum developer implicitly put forward the idea that public blockchains ought to be run in the "public interest". But what does the term mean and is that a standard that ought to be at the heart of Ethereum, or any other public blockchain? It's a concept that's widely used in law. Why not for Ethereum?

The term "public interest" appears in ethical guides, statutes, and administrative law textbooks all over the world. But this simple term hides a complicated reality. Few people agree on what the "public interest" is, how to identfiy it, or how to know when something isn't in the public interest. This is a standard that opens the door to debate, rather than providing a standard in the sense of Ethereum's ERC-20, technical standards, or really anything that programmers would say is a "standard". What lawyers and regulators call a "standard" might surprise people who are not familiar with the thousands of pages of scholarship on various sorts of "standards" in law (e.g. Canadian administrative law).

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Toronto's Blockchain Lawyers: A Growing List (January, 2019)

Toronto has an impressive and growing group of legal professionals who work in the blockchain space. This blog post is an attempt to list the people and their areas of focus (see the end of the table for the inclusion criteria and disclaimers).

Lawyer's Name% Blockchain
(Approximate)
Brief Overview Of Their Blockchain Work
Aaron Grinhaus10-20Tax, securities and commercial law
Addison Cameron-Huff100Legal executive for blockchain companies (commercial/corporate)
Ana Badour15AML, payments law and financial services regulation
Binh VuMore Than 10Companies going public and corporate financing
Chetan Phull95Regulations, cross-border operations, contracts, and disputes
Danny Kharazmi20Securities and corporate commercial law
Dean Masse25Legal advice for securities offerings
Evan ThomasMore Than 10Litigation, investigations and risk management
Geoff Cher20-50Financing, venture capital and securities compliance
Geoff RawleMore Than 10Cross-border STOs, trading platforms, and funds work
Ian Palm20Capital raising, M&A and commercial advice
James Longwell10Protecting and reviewing blockchain intellectual property
Jason SaltzmanMore Than 10Securities law and compliance matters
Laura Gheorghiu10Tax advice for Canadian tech companies
Lori Stein13.5Advises cryptoasset investment funds and managers
Marc Richardson ArnouldMore Than 50Structuring, financing, acquisitions and dispositions
Marcus Hinkley15Capital markets and M&A
Myron Mallia-Dare15M&A, advises on technology matters & securities
Parna Sabet-Stephenson10-15Drafting and negotiating contracts
Phil Long15-20Capital raising, securities regulation and contract negotiations
Ross McKee10-20Regulatory advice for issuers, dealers & exchanges
Sam Ip15-20Commercial technology law, particularly open-source
Usman Sheikh90Securities litigation, professional liability and class actions
Zain RizviMore Than 10M&A, securities law, AML, and privacy

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The Non-Fungible Token (NFT) License Agreement

CryptoKitties header art from cryptokitties.co

Canadian company Dapper Labs Inc. has a new license to share with the world: version 2 of the "NFT License". This license relates to a special kind of Ethereum "token" pioneered by the company using their popular game/marketplace: CryptoKitties (further information here).

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Who Manages Ethereum Mining? Are They A Good Target For Litigation Or Regulation?

Who runs Ethereum? Who's accountable for what happens on the Ethereum network? This is the first in a series of blog posts exploring this topic.

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The FCA (UK) Is Consulting on Cryptoassets

The UK's financial industry regulatory body, the Financial Conduct Authority, is consulting on "cryptoasset" regulation until April. They've issued a document that contains their views on various aspects of the industry and how they might be regulated.

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New law practice: 100% focused on cryptocurrency and blockchain

I've started a new law practice that's 100% dedicated to serving the blockchain/crypto market. The launch was been covered on Friday by Bitcoin Magazine: https://bitcoinmagazine.com/articles/canadas-first-all-crypto-legal-firm-opens-its-doors-to-global-clientele/. The firm was officially opened on the 10th anniversary of the Bitcoin genesis block, January 3rd, 2019. I'm excited to be able to work full-time in this industry as cryptocurrency enters its second decade.

From 2013-2017 I ran a technology law practice that slowly transformed into a cryptocurrency-focused law practice. The law practice was very successful, serving around 150 clients, primarily located in Ontario. But it was a bit too busy. In the fall of 2018 I was faced with the choice of either expanding my practice (i.e. hiring associates or adding partners), joining a larger firm, or doing something more radical. Around this time one of my key clients, Ethereum co-founder Anthony Di Iorio, expressed an interest in having me change my role from outside counsel to inside counsel. In 2017 Anthony made me an offer to join Decentral Inc., his main corporation, as its Chief Legal Officer. Within two months I was promoted to President and took on a general management role.

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Blogging: Why the Gap?

My last blog post was in August, 2017. The reason why there hasn't been other posts since then is that I became the President of Decentral Inc.

At Decentral I led the development of a next generation cryptocurrency wallet (jaxx.io) and many other exciting projects. I built up the company to 35 employees, increased revenue by millions of dollars a year, released a major new platform, and helped nearly a million people around the world to interact with their cryptocurrency. I didn't have time for personal blogging.

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ICOs: Thoughts on CSA Staff Notice 46-307

Last week the CSA published a staff notice on ICOs (token crowd sales) and cryptocurrency funds. This week my thoughts on that staff notice were published in Bitcoin Magazine: https://bitcoinmagazine.com/articles/op-ed-planning-ico-canada-here-are-10-regulatory-points-ponder/.

The actual staff notice, titled “CSA Staff Notice 46-307 Cryptocurrency Offerings” can be read here.

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VC vs. ICO

In an hour I'll be speaking on a panel at the Bitcoin & Ethereum Summit. The topic for the panel is ICO vs. VC. As a prelude to the talk, here's a table that compares venture capital (VC) investment with initial token offerings (ITO)/initial coin offerings (ICO) sales:

VC ICO
Rich investors who supply the VCs with capital A wide group of sophisticated members of the public
Costly and lengthy due diligence Very little or no diligence
Person making decision is accountable to other people Person making decision is putting their own money in
Companies pitch investors, usually with 1:1 meetings Companies put information online
Proprietary software and patents are key Open and public software is important
A business plan is essential Software development talent is essential
Investor decisions driven by: fear of losing money Decisions driven by: fear of missing out
Well-developed models and conventions Rapidly evolving models and approaches
Very illiquid investments, rarely results in public trading Liquidity is often fairly quick, (public) resale is common
Local investors, local companies Global everything
Sometimes government subsidized Never government subsidized
Financially and legally complicated Technically complicated
Financial projections are important Financial projects are rarely made
Terms favour investors Terms favour companies
Selling a company's future Selling a company's products

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US Model Law: Uniform Regulation of Virtual Currency Businesses Act

A model American state law for virtual currency businesses was approved last week by the National Conference of Commissioners of Uniform State Laws: “UNIFORM REGULATION OF VIRTUAL CURRENCY BUSINESSES ACT”.

I hope that this model law is not used as inspiration for regulatory efforts in Canada. This blog post explains why.

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SEC Publishes Report on The DAO - Guidance on ICOs

The US Securities and Exchange Commission has published a long report on the “The DAO” that contains an an analysis of the application of US securities laws to token sales/ICOs.

Surprisingly, they decided not to proceed with an enforcement action against anyone involved in The DAO. The full report can be read here: https://www.sec.gov/litigation/investreport/34-81207.pdf.

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Toronto's Most Technical Blockchain Law Event

On March 20th Donald Johnston (Aird & Berlis) and I ran an event with OsgoodePD titled “Critical and Emerging Issues in Blockchain Law”. This is my recap of what was covered.

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FlatLaw.ca Traffic Statistics

I created flatlaw.ca in 2013 shortly after starting up my law practice. It's now one of the highest ranked sites for many fixed fee-related search terms on Google. As of June 3rd, there are 100 lawyers advertising 551 fixed rate legal services products.

This blog post contains some of the statistics for the site over the last couple years.

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Digital Security for the 2017 Lawyer

I ran a webinar this afternoon with the BC Courthouse Libraries titled “Digital Security for the 2017 Lawyer”. You can download the slides here.

The event was conceived and hosted by Katrina Leung, a BC corporate-commercial lawyer who works for the BC Courthouse Libraries. We had about 125 people tune in and they've kindly permitted me to distribute the slides. A webcast will also be made available next week on their Vimeo page.

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