Drafting The Utah DAO Act: An Interview With Robert Beecroft Lamb

Utah-based web3 finance attorney Robert Beecroft Lamb is Utah Governor’s appointee to the Utah Digital Assets Legislative Task Force and a board member of Utah Blockchain Coalition.

As head of the DAO Legislation section of The Task Force, he played a significant role in the passing of the Utah DAO act, which gives DAOs(Decentralised Autonomous Organisations) a legal personality to operate within its jurisdiction.

Mr. Lamb and I sat down for this interview. Sit back and enjoy!

1. Mr. Lamb, can you briefly tell us about yourself?

I have been practicing law, focusing mostly on business transactions and finance structures internationally for most of my 22 years of legal practice. I have lived, worked and traveled all over the world (US, Asia, Europe, etc.).

I have been fortunate to have brilliant, entrepreneurial and interesting clients during my career. It has been my objective to try and keep up.

2. What is your route to web 3 and blockchain technology?

My practice has always consisted of complex international structuring for private companies and individuals. I was being asked by my (Web3) clients to lend that skill set for on-chain, crypto, DAO, NFT, etc., international corporate structuring. I could see the opportunity, as well as the challenges. I went deep and started to build a best-practice approach to on-chain corporate structuring (both domestically and internationally) for my Web3 clients.

3. You played a significant role in pushing for the newly passed Utah DAO Act as the leader of the Utah Digital Assets Legislative Task Force. How do you feel about this achievement?

It is important that a sovereign state recognizes these new on-chain “things” (the DAOs), and signals to the rest of the world that they are willing to engage and facilitate, rather than impede and deny.

The Utah DAO act grants entity status and regular corporate protections, which are significant achievements for the Web3 space, but until a greater level of state adoption (Federal, State and even international legal recognition) is achieved there will be acknowledged limitations, even under the new Utah DAO Act.

4. What was your role in the passing of the Utah DAO Act?

In 2022, the Utah State Legislature created a Digital and Blockchain Task Force, and then required the House and the Senate to appoint certain members to serve on the Task Force. I was appointed by the House to the Task Force. The Task Force co-chairman, Senator Kirk Cullimore, and Representative Jordan Teuscher, appointed me to take the lead in promoting, drafting and pushing the DAO legislation.

As such, and with the help of other members of the Task Force, the Utah Office of Legislative Counsel, we built the Utah DAO Act. Once the Act was constructed it was necessary to work with the leaders of the Utah Department of Commerce and the Utah Treasury to ensure their approval.

Once we had their feedback, listened to their concerns, we made some adjustments and moved the Act through both the House and the Senate committees and eventually on to full vote and approval.

5. Speaking of crypto regulation, were you, as a finance attorney, predisposed to follow the logic behind the 2018 crackdown on ICOs?

I am not a securities practitioner, but I could see the crackdown coming. I could see that ICOs were going to be a regulatory challenge. I could also see the danger (and the temptation of private investment liquidity is very appealing) of the mad rush of ICOs.

6. The recent FTX scandal and the Terra Luna collapse have further eroded the trust in the crypto industry and it may take many years to restore it. How would you describe the current state of the crypto industry?

Your description is accurate - “eroding trust”, is exactly how I would describe the current Web3 market. The decentralized and open-source platforms are here to stay, however, and the best ideas, technologies and financial systems are only going to expand inside these environments.

Continued regulatory impediments, and failure to engage and see the technological value of these platforms and systems is dangerously shortsighted.

7. Let’s talk about DAOs generally. I’m inclined to believe that they can potentially disrupt traditional institutions. So, what is the major value proposition of a DAO?

Unlimited “community”. Participating and pooling of resources is the value proposition of DAOs. Others will say it is the “trustlessness” (governance by smart contracts) or its “decentralized” and “autonomous” nature that are the primary virtues of the DAOs, but I disagree. Community to purpose is the value, and all other traits support this primary purpose.

8. Can you tell us more about the Utah DAO Act?

The Utah DAO Act adopted a version of the COALA model law, which does more, goes further and achieves a level of “legal personality”, limited liability protections, and avenues for decentralization and anonymity than the simple “LLC wrapper” approach.

More specifically, the Utah DAO Act, among other things “defines the DAO ownership/participant base in the abstract consistent with the realities and ethos of a complex and vast DAO community. It Incorporates a technology gatekeeping function to assure the DAO is indeed a DAO; it Uses “Bylaws” (not an Operating Agreement) to protect the DAO ownership/participants with anonymity redactions and protections;it introduces quality assurance requirements for DAO protocols;it creates a clear and more nuanced tax treatment consistent with current DAO functionalities; and it establishes that there are no implicit fiduciary duties owed by DAO participants unless those duties are explicitly stated to apply.

9. What are the advantages of registering a DAO in Utah?

The Utah DAO Act will not be effective until 2024. This will give us a year to work through some of the foreseeable (and unforeseeable) challenges. We are also exploring on-chain, decentralized software applications to handle the in-take process.

Our primary advantage, however, is that Utah will grant full legal status to any new, aspiring or existing DAOs, while maintaining the decentralized structure, and granting expansive existence and anonymity to the DAO ownership base.

10. What is the toughest challenge you have had working as a web 3 attorney?

Institutional resistance (whether from government entities or professional institutions). The very idea of “decentralization” and “autonomy” tend to be in direct conflict with traditional notions of corporate form and management.

There is a way to synchronize the traditional with the new. We need creative practitioners and open-minded policymakers. In Utah, we are fortunate to have both.

11. What piece of advice do you have for a fresh attorney who wants to pursue a career in web3?

Put your creative mind to work. Being a lawyer is way more satisfying if you are building and creating, finding the “yes” and the possibilities, rather than pushing toward surrender of the “no.”

Young lawyers need to match the innovation of their non-attorney Web3 peers, and build processes, systems, new laws and innovative ways to thrive in this new economy and in their approach to everything.