Originally published on Thomson Reuters Institute on November 18, 2021.
Could Decentralized Autonomous Organizations (DAOs) become the model for future business structures and transform the legal industry in the process?
Update: After this blog post was published, the ConstitutionDAO fell short in its bid to buy a rare copy of the US Constitution in an auction held by Sotheby’s. The crypto-consortium was edged out by another buyer with a winning bid of $43.2 million, a record price for a printed text and twice the price that had been predicted for the document. This post has been updated to reflect this event.
With the dropping of Sotheby’s hammer late Thursday, ConstitutionDAO fell just short of its bid to purchase one of the last remaining copies of the United States Constitution. It is one of two remaining copies still owned by private hands of the 13 in existence. Despite being beaten out at auction, this is a monumental moment in the recognition of Decentralized Autonomous Organizations (DAOs), which raises awareness of a system that will transform the legal industry.
A DAO is a blockchain structure (think of it as a safe database), that anyone can leverage to self-govern through participation, authored by rules, baked into code, and permitting voting through digital tokens (think cryptocurrency) — all while leveraging smart contracts. What does this mean? A DAO is a newer legal structure that humans (for now) are creating, which has a stated purpose and a plan to execute decisions via code. In this instance, the intended purpose is to win the Sotheby’s auction and retain a copy of the US Constitution. Also stipulated in the DAO is its governance — for example, where does the community want the document to be stored or displayed?
Had the ConstitutionDAO won the auction, these questions of governance would have been proposed, and the individuals who own these digital tokens in their wallets, could have then voted. Indeed, individuals now can create wallets to store tokens or cryptocurrency that not only allows them to own digital assets like cryptocurrency, digital art (NFTs), or land in the Metaverse, but also sign or vote on a topic that a DAO has offered. (They must own those specific DAO tokens in their wallet in order to vote.) These wallets are the future of identity, asset ownership, and your ability to prove something, vote, or sign agreements.
ConstitutionDAO started with the idea that the general population could own a copy of the Constitution. They gave themselves six days to raise the high end of the projected winning auction, $20 million; and at the time of this writing, 7,500 people had contributed to this DAO, at a sum of well over $40 million, blowing past the original goal. (Since ConstitutionDAO did not win the auction, all funds will be returned to those who donated them.)
If anyone wishes to participate in a DAO, you first must purchase tokens, which typically gives voting rights that will allow the owner to guide what that organization does in conjunction with the rest of the community that also owns the tokens. We may also see DAOs using factional ownership of an asset — for example, a Picasso painting, London Bridge, or the Empire State Building. In this instance you have the ability to influence decisions, but you also have a partial ownership of the underlining asset as it appreciates or depreciates.
As I have written previously, DAOs may become the future of businesses or organizational structures not only in the Metaverse, but in the real world. At the Thomson Reuters Institute’s recent 2021 Emerging Legal Technology Forum, I sat on a panel discussing the evolution of blockchain and tossed out a prediction that a DAO will own a major sporting franchise within the next four years. My comment was received with a collective gasp in the room.
Imagine the ability for you and others to vote on which players the New York Giants pro football team acquires… yet, by owning tokens of the NYGiantsDAO or whatever it may come to be named, you in combination with others who own said tokens could vote to acquire the next greatest player or even possibly vote on who to bench in the next game. The implications are profound.
The sums of money that DAOs will raise likely will be staggering, such that they could overwhelm current ownership models with a flood of money from massive numbers of private individuals interested in participating. We have seen this with ConstitutionDAO now having raised more than $40 million and counting in just six days.
Here is one simple example of a DAO translated into real life. Think about the interaction you have with a vending machine. In essence, it is a legal contract that you are entering. You approach the machine in your breakroom, and it takes your money via credit card. You choose your candy bar, and the machine dispenses the snack. As a DAO, it uses that money to re-order more Snickers bars, when it knows that that row is nearly empty. It can also order cleaning services and pay the rent all by itself. As you put money into that machine, you and its other users have a say in which snacks it will order and how often it should be cleaned. Ultimately, it has no managers, and all of those processes were pre-written into its code.
Most initial DAOs will have a board or controlling entity, of course, but they will use code and voting rights-governing models to establish equitable means of responsibility and decision-making. However, ultimately it is a system whereby the code could be fully autonomous, meaning a business could be established and run nearly or completely autonomously.
In the Decentralized Finance (DeFi) space, many of the exchanges are code-based executions of asset swapping or purchases of assets like cryptocurrency or synthetic assets that mirror stocks. These organizations are increasingly DAO-centric and will eventually not have much human intervention, because much of its operations should be programmed into the organizational structure, only needing tweaks of code voted on by the DAO members.
DAOs are the future of organizations. They will create an amazing world of possibilities, but simultaneously disrupt many structures we currently have in place now. On the legal side, there is incredible opportunity for lawyers in both transactional practice areas as well as the eventual litigation side of the business. When regulation comes, it will be fascinating to watch how we embrace and adapt to this decentralized model with our current lens.