Kevin Whitmore: Ok, Morena kia koutou katoa. Happy Tuesday. Merry Christmas. Thank you for joining today. Today's theme is on very much about DAOs and how we legally structure those in New Zealand. So very fortunate today to have both Jeremy and Elise from Minter Ellison Rudd Watts. And today we'll be running through, I guess yeah, the legalities and answer questions on how do we structure these things for New Zealand.

So just very quickly. Some housekeeping. So if you've got any questions please put them in the chat to start with. The structure for today will be, we are going to be sort of 60 minutes in terms of the main, the main topic. Then if people are busy and need to head off feel free to do so.

There'll be an optional 30 minute Q& A at the end of 60 minutes, and we'll probably take a break at that point as well. So that's going to be the, the structure today, the session will be recorded just in terms of being able to put this on the knowledge knowledge base so that people can access this in the future as well.

And we just have a short survey at the end to, to get people's feedback and to orient future sessions as well if there's some topics that fall out of this for the future. So I will hand over to Jeremy and Elise in a second, but I just wanted, last thing to say from me was yeah, very appreciative for having Jeremy and Elise here today.

I think the theme for 2023 for me has been how much, how do we disseminate as much information to businesses in the web three space so that we can build more companies and make this area more viable. Obviously, legal is a area that's really important to Web3. It also comes with costs and being able to do this in a one to many format is really effective, obviously.

If we're siloing the information, then it doesn't get out to businesses as effectively. So really appreciative for going through this and hopefully we can do more of it in 2024. So that's all from me and I will hand over to Jeremy and Elise.

Jeremy Muir: Hi everyone, Kia ora koutou I'm Jeremy. Jeremy Muir, partner at Minter Ellison Rudd Watts. I co lead our banking and financial services division and within that I have a lot to do with fintech generally and for the last several years a lot to do with the digital asset space, so everything cryptocurrency and more broadly as well.

And Elise, would you like to introduce yourself?

Hi I'm Elise Plunkett. I joined the team about two years ago and have been lucky enough to get involved in some of that fintech work and particularly in the DAO space, so I'm sort of the sidekick.

Jeremy Muir: Absolutely. And one of the first things actually I did get Elise to do was we were looking at some DAO structures. So to help design how we might do that using legal tools in New Zealand. And so she's definitely had expertise for the last couple of years.

It's fair to say and full disclosure up front, before we dive into the presentation, we haven't really had finalized or built any of these structures yet. So it's all, all pretty inchoate or, or ready to be used or worked on if people need them. As with so much in the crypto space, a lot of what people have done is just sort of tried the technology and perhaps not worried too much about the legals that go with it. As we will point out though, that approach has started to have some downsides overseas, where particularly in the US with active regulators they have brought some legal legal cases against DAOs and has kind of proved some of the fears that lawyers had about how they might be treated.

So I think you'll you'll benefit from, if you want, want to use a DAO structure to thinking about the legals upfront, or if you're already using it, then retrofitting. And what you'll find as we go through is that, you know, there isn't an exact legal DAO Inc. limited LP in New Zealand that is, is designed for use with this.

So my good friend and academic in the, in this space, Alex Sims who works through Auckland University on blockchain issues, talks about hacking existing legal structures for for use with DAO. So you know, that's the approach that we're advocating at this point, at least until either New Zealand and or other jurisdictions take more concrete steps to legalise how you might do these things.

So, Elise if you want to start sharing we can get into the presentation, but very happy to take questions as we go.

I don't know, Kevin, will you be watching the chat to call things out or would you like to?

Kevin Whitmore: Yeah, I'll surface those. All good.

Jeremy Muir: Sweet. So, enacting the blueprint, how to structure a DAO in New Zealand.

Excellent. So what are DAOs? I'm going to start and I'll talk for a while, then I'll, I'll hand over to Elise to sort of go through some of the, the structures that we've talked about. So this is just the definition we've used. Obviously, this is all made up stuff. So this is a made up definition. DAOs are organizations that operate through smart contracts and offer a new form of corporate structure.

Their rules and financial transactions may be encoded on a blockchain, effectively removing the need for a central governing authority. So, they are decentralised, ideally, autonomous, as in they have some sort of degree of independence from their members, and they are organisations, so a form of people coming together to achieve a goal or to transact or to operate in a digital way.

Many ways to design and implement a DAO. A variety of governance models could be appropriate depending on the purpose of the DAO, whether it's holding an asset or, or or actually being the vehicle through which you create a defi, so a decentralized finance structure so people can trade or earn yield on cryptocurrencies.

But effectively a DAO is really just people coming together through the use of code to organize themselves in a form. And that DAO may be associated with tokens which you know, are little pockets of information or value that are the ownership of which is generally recorded on a blockchain. So, and again, I'm assuming given the audience that we have a pretty high level of basic information.

And I don't have to go all the way back to what is Bitcoin, but effectively you may have a token which or more than one token for the DAO and holding the token could give you rights to vote in relation to the governance of the structure of the organization. It could also be used to unlock certain services or otherwise or to pay for things within the ecosystem of the DAO.

Offering tokens can also be used to fundraise that's the going back as far in the olden days what we used to call initial coin offerings or ICOs where you put your tokens out in exchange for money and that money is then used to build the structure or things around and there are many variants of that now, so.

That's what a DAO is. Key characteristics I guess the fundamental thing is that they are online native. They run via the internet. Decentralized. That's the D, so it's in there, but it's fair to say that in practice, decentralization varies or exists along a spectrum and that you may have at least, you may have in the early stages more of a degree of centralization with a committee or a group who have created the DAO and who may have sort of an early level of control over the way it is evolving.

And that may change over time as it becomes more decentralised or that may be part of the design feature. Or it could be that there is a, the DAO is only part of a wider structure and the DAO exists for sort of governance on certain aspects. And then there's a centralised portion or business over to the left, which is, is doing certain things.

And then you have the concept of self enforcing rules, which is quite important. So the whole concept of doing this via code is that unlike a normal organization, so an organization to lawyers, like a company or say a club, even, or an Incorporated society. It exists by way and governs itself by way of rules, which are written down.

Now for a company, they'll be written down in a number of ways. Some of it will be in statutes. So in laws, which say a company operates this way, this is how you appoint a director, or this is the duties that a director has. And then a company will also often have a constitution, which is a creature of statute. So it has a sort of legislative purpose.

And then you may have a separate shareholders agreement next to it. But those are all words which are written down and they rely generally on people to execute them. So someone has to say, what do I do here? Look at the rules as they are written down and then follow them and actually press a button or write a letter or X, you know, a human has to do something and most of those organizations also need humans. So to actually act as the governance function.

So a company must have an individual human person in New Zealand at least who is a director, at least one director. An incorporated society must have a board or a membership, a committee which actually of humans who control things. DAO's are intended to be different, and, and, and could be completely human free, if you like, because they are creatures of their rules and the code.

So a very simple DAO might exist online and might say you can join up by taking some of our tokens, you may lodge some tokens with into the smart contract and that may have some effect or cause the DAO to pay you the code effectively to pay you some return or to give you some voting rights and it could all operate without any human intervention at all. Or the DAO could actually have sort of the ability to create little subunits of actual humans to go out and do things at least at this stage.

So one of the early big DAOs like MakerDAO or something actually has quite a formalized structure around creations of little subunits and projects with people to actually execute things.

Jeremy Muir: So what are some of the use cases? A DAO could be used to facilitate an alternative form of governance. So you could if you were building a community and you wanted to have a vehicle which would allow that community to make decisions in relation to what it does, or what it funds, or things like that, then you would create the code such that anyone who was a member of the DAO, which might be by way of holding a token gets automatically pinged if there is a vote. So that person may have the ability to launch a vote, and then that vote would be disseminated to all the token holders who would have the opportunity to vote on it. And that way a decision is made. So that's a governance form of structure.

A DAO could be used to raise money for an investment or to borrow. So one form of investment, there was quite a famous attempt a year or so ago to buy an existing original copy of the U. S. Constitution using a DAO to actually raise the money in order to bid at the auction to buy this copy of the Constitution and then the DAO would own it and would be able to make decisions through its government structure as to what that copy of the constitution could be used for, how it could be monetized who could access it, all of those sort of things.

The most famous DAO, I guess, or the original, the DAO was actually at an early, very early form of code based venture capital fund for the, the digital slash crypto space. So the DAO did an ICO, it's rate by issuing tokens in exchange for many tens of millions of US dollars raised, and the idea would be that members of, and token holders would be able to vote on projects for investment of that money.

Now that was a very early case of things going wrong, because there was, a hack of the DAO most of the money was siphoned off by someone who ah claimed that in fact they were exploiting an issue with the code. That, amongst other things, caused the SEC, the Securities and Exchange Commission, in the United States to issue a report which is where they looked at the, the raising of the capital by the offer of tokens and said we haven't really engaged with the sector to date, but now we're turning our minds to it.

We think these tokens were securities for US law purposes, which means that it was an illegal offer to raise the money. And that was kind of the beginning of what we see in the crypto space of this sort of regulation by enforcement approach in the United States, whereby there's been a lot of confusion and, drama, FUD, about whether tokens, coins are securities and therefore regulated, which doesn t, which is a system and a regime which hasn t really been worked very well to date for these types of investments.

So that, that was another formula, or a use case for a DAO. Equally though, you could use it to fundraise for charity, And I know that people like Mark Pascal of the Wellbeing Project New Zealand have thought a lot about DAOs for public good purposes and effectively that would be a good way to bring in money, give people tokens in exchange, though the money is not in that case an investment and your token is not a security or what we would call in New Zealand a financial product which you are investing in to get a return.

The money goes in and it goes to charity, but the DAO would, might provide the governance structure for making decisions over which charities to support or, or other decisions that would need to be made. DAOs have also often been used if you are going to launch a new blockchain project or a new blockchain itself to create a governance structure without, in a decentralized code based way, crypto native way, if you like, as to how it would be managed and evolved going forward. So decisions in relation to forks or to upgrades and things could be done through the DAO's governance structure.

Jeremy Muir: So having said all of that as lawyers, we look at that and go, well, that's all very cool, but what is it? And it's important to know what it is, because if something goes wrong or, and either a regulator, like New Zealand, the Financial Markets Authority or the SEC in the United States, or even a tax authority, or even just some annoyed corporate or other person, or, or a member of the DAO who think they've lost money and, and have had a grievance.

You know, someone's gonna get sued. And the question is then who gets sued? Is it the DAO or is it the members of the dao? And are you liable to be sued just because you hold tokens in a DAO? You might think, well, when I own shares in a company, I don't get sued if the company does something wrong. That's kind of the whole idea of a company, but that's because of the principle of limited liability.

Unless we actually cloak a DAO in some kind of structure which has limited liability, the point is it's generally not guaranteed. So we'll talk a little bit about different structures, but I guess the default is likely to be that an organization of people which are grouped together for some common goal, particularly where it's a goal a business oriented goal or a goal to to make profit is potentially likely to be treated under most common law legal systems like New Zealand, like the US as a partnership.

And you'll see at the bottom there it's a case Joseph Van Loon, department of Treasury. There's another couple execs which we can talk about where the US courts have started to actually make findings that DAOs, that don't have a sort of cloaking. with a specific legal entity can be treated as partnerships.

And while partnership is a warm and fuzzy word that sounds nice, it's not a great structure if you're a partner and something goes wrong. As a partner in a law firm, I can vouch for that because what it means is that partners in a partnership are jointly and severally, so everyone's liable both jointly and for the whole amount of any individually for the amount of any claim for something that the partnership does, which goes wrong. So a partnership is a really unfortunate outcome, if it's not intended. So that's why we're going to talk as we go on about what kind of structures might be better or what kind of legal entities you might be able to hack to use for a DAO to get a bit more protection for members should something go wrong.

Jeremy Muir: So a quick sidebar on smart contracts, just because we've, you know, referred to them as being effectively the basis for how a DAO works. Smart contract is not a contract, generally and arguably it's not particularly smart. Because a smart contract generally is just sort of if then code. So it's a computer program that works with if event A happens or if I'm fed input A, then B will pop out.

So the smart contract is effectively the code that allows for things to happen without human intervention. And that is the power of, of this type of structure. If you have a smart contract for a DAO, I guess it's easy to say that it is comparable to a constitution of a company for that organization, but again, unless there is some sort of additional layer of legal terms and conditions or a binding contract, then the code itself is not necessarily a legally enforceable contract.

So as noted, smart contracts are dumb because they only act in line with the code upon which they're based. But sometimes that's the smart thing to do because if you actually allow humans to execute things, humans who are smart and can make decisions, then they are perhaps more likely to get it wrong, to introduce elements of bias or confusion, or to just make mistakes.

So smart contracts. The idea is that they generally can't be changed, although the big proviso to that is unless they write that they can. So you can write whatever you want in code, so you would generally talk about putting a backdoor by which the creators of the code have access to actually make changes.

Otherwise, the process of a change might be built in through some sort of governance mechanism to allow things to happen.

Jeremy Muir: So different forms of participation in DAOs. We talked about DAOs as being a, a tool for governance. So the idea would effectively be that you can design the governance structure in different ways. So The first way direct democracy is effectively every decision gets made by the members. There's no intermediary governance body, like a board of directors or an incorporated society committee or something like that.

So the that form would basically just have voting provisions built into the code. A gloss on that would be token holding where you must hold tokens to interact with the DAO and vote on proposals. So if we're working in a blockchain environment, tokens are obviously an effective and efficient way of marking who is a member, who holds which piece of access. Tokens can be programmable so that they can hold more information or allow you to actually use them as keys to unlock certain things, and one of those might be to, to vote on proposals.

Anonymity is often a feature of participation and DAOs and is potentially problematic for, or it is not the recognized norm for most legal structures. So if you have a DAO where you have, by holding tokens, you can access that, obviously, maybe not obviously, but if you hold tokens and you hold them in a wallet, there is not necessarily any linkage to your actual identity, even if there is a sort of pseudonymous identity that you are using to interact with people digitally.

So effectively they can be anonymous. So, legal regulation, and I'll hand over to Elise very shortly. So to summarize, DAOs as a concept are really a governance rather than a legal structure. They are a way of bringing people together, using code to make things happen.

But they don't currently have any particular legal status. They are also not uniform and can vary tremendously. So, if there's a dispute and you haven't intentionally built a DAO with a particular legal structure and a particular binding Law, because of course law is different in every country. Blockchain technology leaps across borders easily, so it can be difficult to actually know which law to even apply to one of these things. But again, if you want to create some sort of legal certainty or protection, you need to build it so that there is a clear law which applies. and give it a structure which is consistent with that, that law.

So if you don't do any of that, and you build a DAO, and you're in New Zealand, and you annoy someone, whether it's a regulator the government, IRD, or another member, or someone who's dealing with the DAO, and they sue, or they bring some sort of claim, then our starting point is that generally a for profit DAO, so where holding the tokens or being a member of the DAO enables you to participate in some way in some sort of financial benefit or profit to you, that's likely to be seen as a partnership, and as I've said, that's not ideal because partners are jointly and severally liable for all of the obligations of the partnership.

And then a not for profit DAO could be seen as an unincorporated society or association. That's a very loose legal term which also doesn't really help, it doesn't have any benefits of limited liability for members. So there's always the possibility that all of the members could be sued even if it's not for profit. And you get something wrong or you cause someone loss.

So, how can we bring some more certainty to this? As we've said. A DAO can't operate without a governance structure, but it can operate without a legal structure. But buyer beware, that's where we think you might run into some problems if things go wrong.

And then we've said legal structures can be assigned to DAOs that don't have them, so legal wrapping. So we basically build or put all or some of the DAO into an existing legal entity. And selecting the right legal structure can shelter token holders from liability, which is what these people want. So I'll I'll hand over to Elise.

Elise Plunket: So Jeremy's already sort of covered off the fact that partnerships will a for profit DAO will likely be seen as a partnership by the courts if there was to be a dispute. And when we say for profit DAOs, we sort of mean where there's an intention for token holders to get some level of income due to the fact that they're a token holder in the DAO.

So there are various issues that we think would come with having a DAO treated as a partnership. So firstly, a partnership is not a separate legal entity, which means it can't enter into contracts and it can't hold property. So there are limitations as to what a DAO, which is a partnership, can do.

Secondly, unanimous consent may be required from all partners in order for a new partner to be added to the partnership. So, in terms of day to day administration, that would be quite a significant task, especially if there's an intention for there to be a level of fluidity with buying and selling tokens in the DAO.

So it could actually get to the point where it's essentially untenable as an administrative task. Further, no change may be made to the nature of the partnership business without the consent of all existing partners. So, again, that does sort of negate the ability to have fluidity within the DAO and to let it grow organically.

In a DAO all token holders voting on proposals is relatively uncommon. So if there was a desire for the business, the DAO to change, it could be very difficult to get all token holders involved and get all token holders to actually vote on that issue. So that could cause the development of a DAO to stall to some extent.

Finally, the partnership would end and a new one would be formed each time someone acquired a token or divested themselves the token. So that goes back to our earlier point that there would be a significant administrative task. And it would also mean that it would limit the DAO's longevity.

So, and the other, the biggest issue is the liability point. Again, we assume that people do want their liability to be limited when they're involved in a DAO. So if DAO members are treated as partners, they have fiduciary duties to each other and could be liable for failing to execute those duties. As a partnership has no separate legal identity, all those who hold a token and are therefore a partner would be jointly and severally liable for the debts of the DAO.

And in some cases one DAO one token holder could be liable for the wrong actions of another wrongful actions of another. So that is also the other issue with having a structure that doesn't qualify as a separate legal entity is that there is no sort of body outside of the token holders themselves that can have a case brought against them and have liability imposed on them for any debts, debts or losses.

So under partnership law, if a claim was brought against a DAO, it would be the people associated with the DAO, including the token holders that would be the defendants, rather than the DAO itself. It should also be noted that even where a token holder left a DAO by selling their tokens, they could still be liable for the debts and obligations that were incurred before they left. So again, that's probably a level of liability that most people would not want to have, not want to incur through purchasing a token in a DAO.

Elise Plunket: So, the liability point can be dealt with just to a certain extent by creating a limited partnership instead. So a limited partnership is an alternative form of partnership regulated under the Limited Partnerships Act where token holders could be limited partners if the structure was used and have limited liability.

A limited partnership is also a separate legal person and the general partner is responsible for the management of the limited partnership. So using a limited partnership does address some of those earlier issues we discussed, but there are different issues, it does become a bit of a whack a mole situation, that come up under a limited partnership.

So, firstly, if DAO token holders were limited partners, they would be unable to take part in the management of the DAO because that is the role of the general partner who is subject to the liability of the limited partnership. So voting, we sort of did some thinking about this and there is a risk that voting on proposals that are put to the DAO would constitute management of the limited partnership and therefore sort of take away the benefit of limited liability if token holders are acting as the general partner on the basis of managing the DAO.

There also must be at least one general partner. With a potential unlimited liability for acts and omissions of the limited partnership. So that is that risk of voting on proposals. You can use a company as the general partner, which limits the liability of the general partner. And, but as mentioned, voting and the involvement of token holders could kind of make the possibility of that somewhat unachievable.

And further in New Zealand it's required that the personal information of limited in general partners is reported to the Partnerships Register. This information isn't publicly available, but as mentioned earlier, the selling and buying of tokens would make this a pretty significant administrative task.

And it could also be quite hard to get buy in from token holders to reveal their identity because obviously the Web3 space is one that does value anonymity. So there are some pretty prevalent issues there. Particularly given that it's not really clear how limited the liability of the partners would actually be in practice. Given that voting on proposals could be seen as management.

Elise Plunket: So. The next option would be an unincorporated society, though we note that this would be the option available if there was not an intention to make distributions of income to token holders and that obviously comes with its own limitations and may not be compatible with the purposes of a particular DAO..

So. This is likely to be how this structure is likely to be imposed on DAOs without an intention to make distributions to its token holders, which was shown in Commodity Futures Trading Commission and Ooki DAO which was heard in the Californian federal court. So there the DAO was treated as an unincorporated society and was therefore able to be sued.

The court viewed the DAO as an unincorporated association, which is the equivalent of an unincorporated society in the US because it fit the relevant definition of a group of two or more persons that are joined by mutual consent for a common lawful purpose. So, as Jeremy mentioned earlier, the idea and concept of an unincorporated society is pretty vague and can sort of encompass a lot of different forms of people acting in concert.

It is a creature of the common law. So it doesn't have a specific statute that regulates its activities in New Zealand, but basically it requires some form of internal structure, which enables it to take and implement decisions as a collective. Again, very sort of broad, vague requirements that would in principle apply to a DAO.

Societies which can do generally operate according rules which in this situation would likely be the smart contract of the DAO and can stipulate any processes, objectives and functions that they wish so there is not a similar level of restriction that there might be for example with a company because it is a creature of a common law rather than coming from statute.

So it has been suggested that for an unincorporated association to exist, it must act as a body of persons or a collective entity. So it needs to have members, a contract between the members, and some distinct moment in time where the individuals combine to form the association. So, it does seem like that would be the criteria that could in theory, apply to a DAO in New Zealand.

And again, there are some difficulties that arise from a society being unincorporated in particular. So that includes there's not a separate legal entity that can be distinguished from its membership. So these similar issues that arise under a partnership structure, where it can't hold property, it can't employ people, it can't enter into contracts which can be quite limiting and again can interfere with the ability for token holders to be anonymous.

So further, when an unincorporated society doesn't have any rules, it's often difficult to determine what is right and wrong when disputes arise. So that can just add a level of complexity and sort of complication when it comes to actually running the DAO in practice and the day-to-day decisions. And finally, because the relationship between members of an unincorporated society is often ill-defined, there can be doubts as to the rights and obligations of any member.

Again, that sort of goes to the running of the DAO day to day and how issues arise and then are subsequently dealt with. There can be doubt as to who can contract with outsiders on behalf of the unincorporated society, since the unincorporated society cannot do that itself. And it could be quite difficult to get a token holder to put their hand up and do that contracting.

Moving on to the liability point, as shown in Commodity Futures Trading Commission and Ooki DAO it, the token holders themselves can become liable for the debts and obligations entered into. So, it's settled law in New Zealand that an unincorporated body of persons may not bring proceedings itself, so it can't sue on its own behalf. So again, we get a sort of reoccurring issue of token holders being responsible for the outcome of each decision in which they personally participated.

Elise Plunket: So our next option is a incorporated society. So, sorry, yeah, an incorporated society. So, the incorporated, an incorporated society is regulated under the Incorporated Societies Act in New Zealand, so it does have a statutory basis and since it has a legal personality, it is able to hold property in its own name, enter into contracts, have employees, and all that good stuff that a entity that has a legal personhood can do.

So its slight down side from that statute basis is that there are requirements which can not always fit with what the intention of a particular DAO is, so there needs to be a minimum of 10 members and those members do need to be registered with identifying information, which goes against that anonymity point that was raised earlier. There needs to be a constitution. Depending on what the intentions of the DAO are, this can be beneficial because it makes it required to have a objective have rules, set out the obligations of particular members, or all members.

There also needs to be a governing body, such as a board of directors, or a committee made up of at least three people, so that goes against the decentralization to a certain degree, but DAOs so far, are not often are not purely decentralized. A lot of them do have a level of decentralization. So again, it depends on the DAO in question and what the intentions of the founders are.

There's also a requirement to file annual returns and financial statements. So there's sort of an administrative point there. And again, like an unincorporated society, it must not be carried on for the financial gain of its members. So it isn't really an option if there is an intention to make distributions to the token holders of any profit that's accumulated by the unincorporated society, sorry the incorporated society.

So, as mentioned there is a separate legal identity in the case of a incorporated society. So members aren't liable for the societies obligations only by virtue of being a member of it or being in this case, being the token holder in a incorporated society DAO. So the liability of a person to a society in their capacity as a member is limit limited only to any amount unpaid on the membership. And that can be set to a very, to nothing or that they could be liable for specific payments or obligations. So it could be appropriately limited depending on what the intention is.

Elise Plunket: Now I've got a company which will probably be a pretty familiar one to everyone.

So again, this, a company has a separate legal personality so it can do all that good stuff that comes with having a legal personhood. Again, the constitution, like an incorporated society could provide for how the DAO will run. But like an incorporated society, it does have a level of centralization on the basis that there is a requirement to have at least one director.

So, and obviously, if there's one, that's a very high degree of decentralization, centralization of power to one person. But it's probably not viable to have every single tokenholder be a director. So that is something that sort of needs to be carefully considered. There are a variety of ways that a company could be used within a DAO framework a DAO could itself function as a code overlay on a traditional company, such that shares are simply tokenized and the governance within the DAO code is mapped onto the traditional requirements of a company as set out in the act in its constitution.

The act does have sort of quite clear prescriptions and things that a lot inside the companies act can be varied by the constitution of a company, but there is a level of prescription which is mandatory such as the company and accounting records must be kept, financial statements must be prepared, and audit audited, directors are subject to mandatory duties including a duty of care and to act in good faith and the best interest of the company.

And there are rules around when a director is interested in the trans in the, a transaction of a company. So if the DAO's interacting with a related entity a director can't be interested in that entity in a financial sense. And some decisions require a special resolution of shareholders, in this case, token holders, which can be again, as mentioned before, very difficult to get everyone voting on something or get everyone involved in a particular action of the DAO.

So that is, again, an administrative point that could prove quite a significant challenge and could stall the progress of the DAO if it's hard to get people involved, particularly in larger DAOs where it's much more likely that someone will just hold a token and won't have any real intentions of voting on proposals or decisions within the DAO.

And there is also a lack of anonymity to a certain extent particularly for the directors because their names have to be published on the company's office and residential addresses and residential addresses, which is probably more, even more. So those are some issues that arise in the context of company, but it does have some benefits, in terms of liability.

So, shareholders who participate in decision making, so token holders through voting on proposals, aren't liable for any of the damages that arise as a result of decisions made through those votes. So, shareholders are pretty well protected. However, directors can be personally liable for some of the company's actions.

If token holders were shareholders, their liability would most likely be limited to any amount unpaid on a share, in this case a token. Any liability expressly provided under the constitution of the company. So again, the liability can be to some degree determined within the constitution. Any liability due to a breach of director's duties that arises by reason of that shareholder being conferred a power that would otherwise fall to the board.

So if a shareholder sort of steps out of their, the typical role of a shareholder and does something that's more in line with the role of the director, that could interfere with the limited liability. So there is a few exceptions, but generally compared to other structures people who are involved in a company are a lot more protected, Directors can be subject to personal actions by shareholders so there is a potential for there to be a slightly adversarial outcome, but that sort of the risk of that depends on the DAO probably in question.

The presumption is against imposing personal liability where a director is simply acting on behalf of a company. And the test is whether the level of control of a director over a company's operations are such that the director's personal carelessness may be likely to cause damage to a third party.

So again, depending on how the DAO is structured and what, how it behaves. The chances of a director being liable may be negated because the actions of the DAO may be hard to attribute to the director's personal carelessness. And due to, generally due to the decentralized nature of a DAO, having your own personal carelessness be the sole reason that something's gone wrong is slightly more unlikely.

Elise Plunket: And we finally have a trust. So the use of a trust in the contract, the context of a DAO would create a delegative democracy. So, whereby the token holders would delegate their responsibility and the DAO to the trustees of the trust, the trust DAO in this case. So...and the beneficiaries would be the token holders.

So, the trustee of a trust is in a fiduciary relationship with the beneficiaries so it's not allowed to profit off the trust activities in anyway. So, it has that limitation that any token holders who are also trustees would not be able to get any income from the running of the trust or the DAO.

And a trust is able to hold property, though this can only be for the benefit of the beneficiaries or some other permitted purpose. A trustee is subject to various mandatory duties including knowing the terms of the trust acting on in good faith and exercising powers for a proper purpose. So, in terms of the sort of, more practical aspect of using a trust for a DAO, it could be quite difficult to get people to sign up to be a trustee because they're sort of getting the, not so good end of the stick compared to the beneficiary token holders.

So, there are further default duties which can be excluded in the trust's deed. So trustees can have, or that can sort of make their role a little bit more attractive. Trustees do have considerable powers in relation to a trust, including the powers necessary to manage all trust property, carry out the trust, invest trust property into any other property, and appoint a person to exercise or perform on behalf of a trustee specified powers.

So there could be a degree to which other token holders get involved in a trustee's typical role, but that might not be something that people are particularly attracted to doing. So the other bad side of being a trustee is in the context of a DAO is that they are accountable for the way that they carry out the duties imposed on them by law.

So duty to act in the best interests of the beneficiaries, etc. And the terms of a trust, unlike your constitution, you can't really limit or exclude at all a trustee's liability for any breach of trust arising from dishonesty, willful misconduct, or gross negligence. So there are some sort of complicated liability questions that do come up here.

Jeremy Muir: Right now we get to the fun part of how we might do something in New Zealand, and I'm conscious that we're going on for time, but I think we've covered most of the ground behind this at all. So we've come up with two structures that a New Zealand based DAO could use under New Zealand law to provide some element of legal protection for members.

So the first of the two is this one, which is to for a DAO that might wish to make profits and actually return income to its members. So if we're going to be involved in that sort of business activity, probably we want to have a company in there. So how do we get a company in without turning the whole DAO into a company and losing the benefits of that sort of decentralization?

So, this is the structure here, and there are some notes that go with this so we can circulate afterwards what the numbers mean, but basically the members, number one, are individuals or entities who hold tokens, two, the DAO itself is governed by a code in the form of a smart contract and possibly a rule book, three, the governance tokens give members rights to participate in DAO governance, i. e. decision making.

Four, the code establishes the DAO. Five, the rule book sets out in text the systems and processes of the DAO. Six, then you have a DAO trust, which is provided for in the rule book, which says that you will have some potentially New Zealand resident individuals who are voted on and elected by the members to act as trustees of the trust.

The trustee would have standard trust provisions as well as DAO specific provisions, that is, trustee must act or may or must act in accordance with governance decisions of the DAO, i. e. votes cast by DAO governance token holders. The trustees would hold shares or the trust would hold shares in a company, the DAO Company Limited, which would be a New Zealand incorporated company.

The directors would be appointed by the trustees in accordance with any DAO governance processes. So you might have votes as to who those directors should be. If we have a company, it must have an individual, at least one individual who is a director. So the DAO company itself can then employ or engage individuals to do work, it could enter into contracts, and it can hold property.

The DAO company could earn income or make capital gains from those contracts or the property, and could then return it to the trust and the trust could, deliver that to members of the DAO as effectively beneficiaries under that trust. So that s a relatively flexible structure that we put together and sort of designed for a few different uses.

There are elements which are similar to earlier models and other forms of DAO internationally. For example, the Dash DAO, actually, although it wasn't created in New Zealand, used the New Zealand Trust to have a corporate entity as well to take action on its behalf, because New Zealand has a well recognized flexible trust law.

So that's structure A. If we skip to the next structure, we can come back for questions. In some ways, if we want to have a structure that is designed not to return money to its members, then we might be able to make use of New Zealand's incorporated society legislation.

Because if we actually create a DAO incorporated society we basically register the DAO as an incorporated society. Then that would get full limited liability protection for members because it is a statutory body which has all the powers of a legal person and members don't have liability for its actions and most consequences and most circumstances.

So again, one, the members would be individuals or entities who hold tokens in the DAO and they would also therefore be members of the incorporated society. In that case, the, the incorporated society rules would take, that's number seven, would kind of take the place of the rule book of the, the code DAO.

There may still be a rule book and code for the DAO part of it as well, but we would, you would make sure that those were consistent. Then the, the DAO incorporated society as a legal person would be the entity that could employ people or engage contractors could enter into contracts and could be the named party owning property.

Much the same way as the company fulfills the role. So as we looked at earlier with incorporated societies, the one thing that an incorporated society can't do is that it can't return profits effectively to its members. It's designed to operate on a sort of non profit returning basis. Although if it ultimately is wound up then some, if there is any capital or assets left in it, those could be returned to members in accordance with its rules.

So those are our, our two suggested options. We think they're quite flexible if you wanted to create a DAO in New Zealand and use New Zealand law to provide some of that structure there's two ways you might do it. Other options, obviously, are to look internationally.

There are some jurisdictions such as Delaware and Vermont. I think there might be one other state in America as well, Wyoming, who actually have sort of LLC models that they've designed that can work with DAOs as well. I'm not sure if you're based in New Zealand and want to run it from here that that would be easier.

I think it would be harder to run than just building one of these fairly cheap and cheerful New Zealand law approaches. And you would no doubt have to pay a reasonable amount for American lawyers and things to set those up. Really happy if people have questions or to take any thoughts or comments.

What we haven't covered is things, you know, things like tax. Obviously, if you're making profits within the DAO those, and the DAO has a structure, they may, that may be taxable. If the DAO doesn't have a structure, then those profits may be deemed to flow through to the underlying members who might have to pay tax.

So there are lots of variances as to what that could be and you need to get advice on that at the time. So Kevin, have we, have we nailed the brief and are there any questions?

Kevin Whitmore: Yeah I might go off piste a little bit and just suggest the, the break could be an optional break somewhere. We've only got 30 minutes left.

I've got a billion questions. I don't think I've had this many questions before but I will hand it over to others first. If you want to post any questions in the chat, that might be the best way to go. And we'll start answering some of those, but yeah, by all means, if people need to take a break for a couple of minutes feel free to do that as well. And if you're busy and need to drop off you can head off as well. So yeah, all good.

Kevin Whitmore: I might just start the questions whilst people start posting them. In the context is, where to start in the context of Wyoming and places like that, that sort of have some form of limited liability consideration, actually consider DAOs as a limited liability organization.

Is that the path we want New Zealand to follow in eventually, rather than having to sort of work around it with these types of structures, or do you think there's still challenges to, to sort of Wyoming's approach as well, that, that don't necessarily solve it all?

Jeremy Muir: Yeah, look, and obviously, not obviously, but so I, along with Alex Sims, who I mentioned earlier we were two independent advisors to the Parliamentary Finance and Expenditure Select Committee inquiry into cryptocurrencies, which we kind of broadened out into digital assets and things as well.

Our recommendation in there was that New Zealand should look very closely at what's happening internationally, and consider whether it, whether it should enact DAO legislation to create a particular class of entity. The, the reason we didn't, we've held off from saying, yes, go ahead, do that, is that it takes a long time to, to actually create a legal structure and, and this is such a fast moving field that we really wanted to see a bit more how the market settles and, and how DAOs are being used and, and what the experience is overseas.

So Australia, for example, were ahead of us in saying that they might look to create a structure, but they haven't really made a lot of progress. So it's a bit of a long burn, I think. So, for the meantime, I think we're we're, we should use the structures that we have but we're definitely paying close attention to what happens overseas and see whether those structures are adopted.

Kevin Whitmore: Cool. So we're beta testing with existing laws and regulations until we get a better feel. Cool. Kat has a question. Hello, can an incorporated society distribute physical objects through free trade, such as materials for potential projects? Would these physical objects still come under financial gain?

Elise Plunket: Yeah, so under the Incorporated Societies Act an entity is treated as having a purpose of being carried on for the financial gain of its members if it distributes or may distribute any gain, profit, surplus, dividend, or or similar finance financial benefit to its members whether in money or in kind whether it has or may have capital that is divided into shares or stock held by members, or it holds or may hold property, which its members have a disposable interest interest whether directly, or in the form of shares or stock and the capital of the society or otherwise.

So, under each of those three categories, I would say that sort of distributing physical objects through free trade such as materials for potential projects probably wouldn't fall under any of those categories.

Kat: I can, I can elaborate a little bit more. Sorry. I'm a student at Victoria and I'm currently creating a mock up. I'm a fashion major. So the mock up is for a platform that trades end of life materials and fabric and textiles to smaller businesses, students as well as incorporating large larger businesses that are known throughout New Zealand and this is piggybacking off an existing organization that's not for profit, but in that circumstance, do you think that because the materials will be used by these creatives for their own personal gain?

Jeremy Muir: So it's really whether they're, I mean, if they're being, it's really getting at, if you're, if the incorporated society is trading and making a profit and then returning that profit to its members, so acting like a company effectively or a business corporate, I think it would definitely be caught.

And then the question is, if you try to sort of get around that by saying, well, we're not giving back money, we're giving back by putting stuff in, we're giving back those profits in the form of in kind, then that would still be caught, so you would still be out. But what you're describing doesn't really sound like it, but I think you'd want to just sort of think about it a bit more closely.

I'd be very happy to have a chat.

Kat: Okay, thank you.

Jeremy Muir: Sounds like a great idea.

Kat: I hope so.

Jeremy Muir: As a general principle, if it's, if it's done, if you're thinking of it as a not for profit and people aren't sort of investing in it and then as members and therefore getting out a return out of it, then it doesn't sound like you should be caught.

Kat: Okay. Yeah. The, the main incentive is just to have have their names linked to a QR on the tags. So, yeah. Cool. Yeah. Okay. Thank you. Thank you very much.

Kevin Whitmore: Yeah. Very cool. Just yeah, maybe another question whilst any more questions come through. So one of the challenges, I mean, yeah, I guess not just philosophically, but I guess as a medium, you know, DAO sort of constitutes a, the concept of like a borderless collaboration amongst, you know, just the distributed end or decentralized body of members.

And we're obviously talking about the New Zealand legal context. Do you have any insights into how this goes cross cross border. And obviously we're not trying, I'm not trying to answer how this thing gets interpreted in every single jurisdiction, but is, could there be approach whereby you sort of say, right, New Zealand kind of works this way, New Zealand, Australia is a little bit similar, UK is a little, you know, a little bit similar in terms of the way it interprets things.

So you might open up specific jurisdictions along the way, or at the moment is it just very much stick to New Zealand as the geography until these things get worked through.

Jeremy Muir: Yeah, great question. I'll have a go, but then I'll, Elise if you have any comments, you can dive in. I think there are two kind of separate issues when you're talking cross border. One is whether you're, if you're actually offering tokens in the DAO then every country where someone has the ability to get tokens you probably need to think about their or technically you might need to think about their securities laws. So, are the tokens a security or a financial product? And different companies have different rules.

And so that does get a bit, a little bit tricky. And most people just sort of throw their hands up and don't think about it too hard. If your tokens are not sort of what I would call security tokens. So they don't give you any sort of form of return or otherwise. They might, they give you voting rights, even if you might be able to trade them on an exchange or something, then most jurisdictions, you're probably okay on that side, even if it's spread across multiple places. US, you just have to be super careful about 'cause they're a bit more in flux and have a bit more aggressive regulation around that side.

So that's, that side is all about where people are when they, when they get an offer of your tokens. On the other side, where we were talking about how do we protect members from liability for things that the DAO does, or claims that might be made against the DAO? The general principles of what we call private law between countries generally say that a legal structure in one company, in one country, should be respected in another country.

So if I have a New Zealand company and I do business with that New Zealand company, in America in the United States. If that company gets sued by someone in America, then you might have questions about whose law applies and things like that, but you shouldn't have the court in America going, well, I'm not going to respect the limited liability protection of the company because it's a New Zealand law company, not an American company.

Most other jurisdictions should respect the legal structure that you've chosen in your home jurisdiction. So, whether you choose to have your DAO wrapped with a New Zealand company, or a New Zealand incorporated society, or a Wyoming LLC which, with special sort of DAO features, that should be good to travel in most places in the, of the world. Bearing in mind that you might get different tax outcomes and things depending on sort of the vagaries of different systems. But it's definitely worth, because there is no sort of international form of company you kind of have to pick one and go with it.

Kevin Whitmore: Brilliant, that makes sense. Very good. What's the next question. Yeah, I guess one of the things that we see at Callaghan Innovation as well is, and I'm interested in your thoughts, just as when we talk about tokens, governance, DAOs, decentralization there's a lot of topics that are a lot of complex topics all piled on top of each other.

And I guess my first question is, have you seen any do we have any New Zealand DAOs that you're aware of in, in, in flux, cause I haven't. I've seen a lot of talk, but not necessarily in progress yet. And second, is there a minimum viable product in this context that rather than trying to pile everything on top of each other and eventually kind of exploding because there's too much complexity, is there that sort of starting piece where someone could get started and iterate from there?

Jeremy Muir: Yeah, I So, in terms of DAOs in New Zealand I believe there have been a couple of things that have been set up, but I don't really have, have details. And I don't think they've been set up with any particular structure. I think people have just, you know, thrown up the code and done things. I mean, Elise, are you aware of anything?

Elise Plunket: No, I'm not aware of anything, but the most helpful thing I can think of in a New Zealand context is that the Dash DAO was, like we say, based on a New Zealand trust, and that trustee is publicly available. So if you wanted to have, if anyone wanted to have a look at what a trustee for a DAO might look like, that could be a helpful example.

Jeremy Muir: Yeah, and then in terms of sort of minimum viable product, it's, you know, we're keen to sort of to help have a go at this. So if anyone wants to come and talk about how it could be done efficiently, we'd be really happy to look at that, because we're keen to have a go. It doesn't, you know, setting up an incorporated society is pretty straightforward.

You know, most sports clubs and other things use that structure. There are pretty simple mechanics around that. Setting up a company, New Zealand's the easiest place in the world to set up a company, so that's not necessarily hard. The trust element is probably a bit more complicated, but we have done some work around that.

But you could do that and keep it reasonably simple. But there are a few different elements to work together particularly if you want to have I think there's a little bit of work, work to stand up something which is even which is legally solid, even on a minimum viable product level, but by no means, it's not, you know, rocket science or anything major.

Kevin Whitmore: Awesome. Sounds good. Any other questions from people? Otherwise, I'm just going to keep going. We like talking to you as well, Kevin.

Feel free to come off mute as well if you want to, if you want to have a chat. Yeah so my next question is looking forward to next year, what do you sort of see as sort of 2024 topics? I mean, we're, we're quite keen to experiment. I mean, one of our topics is obviously how does government interact with DAOs as they start to emerge.

Especially when we're talking about taxpayer money and being accountable, return on investment, all those things, so that transparency aspect, we need to be really clear on how that's, how that's going to work. What, what do you sort of see on the horizon for as these, as these sort of organizations emerge and evolve any sort of themes for 2024?

Jeremy Muir: What do you think, Elise?

Elise Plunket: I think that the the situation in the U. S. is sort of a question mark around how much the New Zealand government is going to mimic that sort of enforcement as things evolve process and that one is quite probably scary for people who are wanting to explore this area.

The government, besides what Jeremy mentioned with his work is not really paying much attention to this, I would say at the moment but it is sort of hard to say when they might sort of put it at the top of their list all of a sudden, but especially with the new government coming in, I think they'll have a lot of other things to be focusing on.

Kevin Whitmore: Yeah, it was interesting when I was in Japan there was a minister there and they were seeing DAOs as an entry point for the Japanese government to, I think, attract talent in the space. They saw it as a vehicle that was kind of potentially favorable to, to teams collaborating and things like that.

So they had a, quite a a big interest in it, which, which I found quite interesting. So I imagine it could happen, but yeah, you're right. It comes down to education and people's awareness of these sorts of topics.

Jeremy Muir: Yeah, I, I think so the report that Alex and I did for the select committee was tabled with the New Zealand Parliament. It's because it was tabled and, and adopted for consideration by the select committee. It has to be considered by the new government coming in. So at some point, they will need to turn their minds to the various recommendations that we put in there.

And, it'll be interesting to see whether the government decides to do anything in this wider blockchain, crypto space, including obviously around DAOs and what I have seen to date is I don't think there is, there haven't really been the champions within government that, or within parliament even, that there have been in other jurisdictions, particularly in Australia, there are two or three parliamentarians who have, you know, driven suggestions for change and draft bills and things.

So it's really partly on the industry and Blockchain NZ and Callaghan and, and individual people definitely have a role to play in terms of talking to people like Judith Collins as the new Minister of Technology to to say this is important to us. This is an area that we should be making progress in. So let's, let's, let's have some action.

Kevin Whitmore: For sure. Yeah, I think education is going to be a big topic in 2024 as well. Yep. Could I just go back to your which one was it? I think it was the first diagram that had the limited liability company in it. I was just interested in, and this could just be me.

So I sort of see the top bit in terms of the, the, the DAO as number two, and all the code and the rule books and the things like, things like that as kind of the, well, the operating mechanism, for maybe lack of a better term. But I also get a little bit confused at the bottom, we see the, the limited liability company with the term income and property and things like that, and I guess property kind of makes sense.

But in terms of income, where you've got a DAO operating in native you know, cryptocurrencies I don't know if the constitution DAO was a good example, but they're obviously going to be contracting in terms of smart contracts, cryptocurrencies and all those sorts of things.

Is that kind of incorporated in here as well, or does it all have to somehow funnel back in through the limited liability company down the bottom.

Jeremy Muir: Yeah, I mean, anything that looks like a contract or which there's sort of an arrangement where the, where the entity could be liable, you really want to have it done via the company, even though the company is doing it on behalf of the DAO. So that's just the entity which signs up.

And obviously when you're talking about DeFi protocols or, or online crypto processes, it's not really clear necessarily who's doing what, but I think the best you can do is sort of create the, the structures so that if if the DAO wants to send some cryptocurrency into another protocol or something. And then there's some sort of issue with that, or the DAO wants to borrow, maybe is a better example, out of a protocol and lock some collateral in, get some money out, can't repay it the, the, the protocol or it's, it's representative somehow want to try and enforce it. Legally, then, then you'd want that to be coming back via the company.

So, and I think if there's you've created the structure and you've published, published that, that it operates through the company, then hopefully that's enough to sort of make the liability work, but you're right that when you're operating in a crypto native environment, some of these concepts get a bit loose, so all you can do is really put your hand up and say, that's how we're doing it, so don't sue the members, sue the company.

Kevin Whitmore: And I guess as long as that's happening from a plumbing perspective, I'm just, I'm just sort of envisaging if you're interacting with, with somebody as a DAO, you obviously still want to, you want that almost trading as layer to still be the DAO potentially.

Otherwise, if you suddenly have to introduce them to a limited liability company, it could from a branding perspective, kind of throw, throw your customer or whatever. So this is more of like a plumbing in the background kind of mechanism, as opposed to a customer facing layer, if you know what I mean.

Jeremy Muir: Yeah, I do. Although Sometimes it doesn't work if things are too far in the background. So if, if you want to hold out that someone is if you want the benefit of the limited liability of operating through a company, you've kind of got to hold out that it's the company that's doing it. If you hold out that it's someone other than the company and then try and sort of pop the company up later and say, by the way, I, even though I said it was that I'm a DAO in fact, there's a company here that might be too little too late.

Kevin Whitmore: Yeah. No, fair enough. Very good. All right. And maybe one more question. Obviously AI is also a hot topic. And yeah, I will go there. So there was an interesting article from Arthur Hayes, who was the former CEO of BitMEX, and he was talking about obviously when you've got AI overlaid with a lot of these types of structures and AI is not considered a, a human entity. They're also, it's much harder to kind of pin liability on an AI if it's decentralized and we're, we're sort of trending in that direction.

How do you see sort of the world of AI overlaying with, with DAO structures and things like that?

Jeremy Muir: Yeah, well, that's, that's probably a a question with a long answer, but I don't really know what that answer is. So I won't, I won't attempt to give it. Yeah, it all remains to be seen. I guess what it comes down to though, is that both as with DAOs generally, or all of these sort of use of code structures and other things. If you are actually causing a problem somewhere, and let's say you have a regulator who is wanting to take an action, then they will look for someone that they can grab hold of.

And although if you are truly decentralized, they may have trouble, they will certainly look at, well, and what we've seen with some of these actions, regulatory actions in the US, is they will look at, well, you know, who are the people behind it? Who are the founders? You know, there've been even suggestions that they'd look at who are the, you know, the people that wrote the code and should they have liability? So all of those things suggest that it's helpful to have a legal layer somewhere if you can just so that you can sort of trap that liability in one place.

But you know, what happens over the next 10 years, who knows? I mean, AI is rewriting all of the rules, so we'll see where we get to.

Kevin Whitmore: Cool, all right.

Kat: I'm sorry, I just, I was just hoping I could ask might be a silly question, but do you know of any DAOs or blockchain related entities in New Zealand that have come into quite a bit of trouble with the law?

Are there any examples of issues or tips?

Jeremy Muir: Yeah not so, so much in New Zealand. I mean, what we, we have had. We've had, what we've had is kind of a respectful distance with the regulators here. I mean, I've dealt with entities who have certainly had to engage with the regulators. So very early on in my sort of crypto career, I was acting for an exchange called Cryptopia, which many people have heard of, which went bust or went into liquidation, which is slowly sort of winding its way through.

But there were, before that happened, it certainly had to engage with the financial markets authority, who were very interested to know whether it needed some form of license for operating a market, and we had to deal with those sort of relationships. But they weren't, they weren't looking immediately to enforce, they were more trying to figure out how these things worked.

Then we have had some some level of interest from the regulators where like the Financial Markets Authority where you've had people trying to do offers of products which look like financial products or could be regulated as we call them financial products in New Zealand rather than securities.

There's a bit of guff behind that definition, but don't worry too much. And they have actually used their powers to put a stop on people and say, No, you simply can't do that. But nothing's, nothing in New Zealand has gone as far as going to court. Apart from the one with Cryptopia, the liquidators applied for rulings and orders as to how they would distribute remaining crypto assets.

But there hasn't been a great deal of negative action for New Zealand blockchain based businesses. Most of the issues we have in that space, if you're going to do something in blockchain, is around getting bank accounts, which is obviously something that Callaghan and Web3NZ have spent a lot of time looking at as well.

Kat: Okay, thank you.

Jeremy Muir: Great question, thanks.

Kevin Whitmore: Awesome. All right, well, we will wrap it up there. So thank you very much to both Jeremy and Elise. I'm just going to pop up a very, let's make sure I've got the right, right screen. If you could scan that code and fill out that form that will really help us in terms of understanding what we can improve on, but also topics for next year.

We've just stood up four or five more learning series events for quarter one next year. So yeah, please do fill that out. That's really useful. I'll also pop the where did that go? I'll pop the link in the chat as well.

And you can do that on a, on a browser as well. But yeah, I'd really like to thank both Jeremy and Elise for taking the time. Definitely a lot of valuable information there and really appreciate you making yourselves available. So yeah, do get in touch with, with both of them if you have further questions and also use the Web3NZ community as well.

If you've got a question you can ask, ask the community if you've got anything specific there. Otherwise have a fantastic end of year break and look forward to seeing everybody in the new year.

Jeremy Muir: Great. Thanks everyone.

Elise Plunket: Thank you.

Kevin Whitmore: Thanks guys.