KelBel ⚖️ 🦁

@JeffD_Esq Well… it depends.

Important summary for non-lawyers to remember: You can do anything you want* See. Simple. *ᴇxᴄᴇᴘᴛ ᴡʜᴇɴ ʏᴏᴜ ᴄᴀɴ’ᴛ

Yesterday @matt_levine, the Greatest Financial Writer on Earth,[1] wrote 2 paras I want to explore. bloomberg.com/opinion/articl… [1] His free daily newsletter is best in the business. Go subscribe now. Footnotes in this thread in his honor.

@brookejlacey Important caveat!

I am opening my DMs for 24 hours. No dck pics please.

Are you f€king kidding me Opensea?? You lay off half your staff in order to “upgrade”? What kind of tomfoolery business practice is this. I am expanding my company and hiring all the laid off employees, offering the best consulting services - @Plumferno will be the co-founder and we will collaborate with the best teams in the space and we’ll just do it our goddamned selves. Any crypto millionaires wanna back us? DM me.

@law_while_human My BigLaw experience was shocking. One of the things that had me speechless was when a mid level associate told me (a jr associate) how the other mid and senior associates and jr partners created rankings of who had the best boobs, who was the hottest, etc.

My “training” as a Big Law associate taught me a lot of what I would be sure never to do as a leader. The profession as a whole needs better training and incentives around good leadership and mentorship. There are *massive* untracked costs to the toxicity of bad leaders.

@LawyerCat_ IHOP > Waffle House

I am craving Waffle House

So, Who Is A "Digital Asset Broker" Under Proposed IRS/Treasury Regulations? If approved, these new regs may likely be the most comprehensive and far-reaching set of KYC reporting requirements ever imposed on U.S. digital asset transactions.🧵

@TaylinSimmonds Playbook

My first 12 months on Twitter, I made $164,500. But I could’ve done it in 6 months if I had a playbook to follow. ↳ So I said screw it and made one for you. ✧ Like ✧ Comment “playbook” I’ll DM it to you for free. P.S. For peanut butter lovers only.

Discord[.]io has been breached: 760K users private data including e-mails and hashed passwords are currently being offered on a dark market Only affects Discord[.]io users. Note they've halted their services. Act accordingly 🫡

@houstongolden Send

Your LinkedIn summary is like a landing page. The better the copy, the more attention it will get. I created a ChatGPT prompt that will write a summary for you like an experienced copywriter. Like & Comment "SEND" and I'll send it for FREE! *Must be following

After sleeping on it a bit, I will try to explain my take on the Ripple case. WARNING: hyper-technical legal nerd shit ahead. An "investment contract" *is* a contract. Investment contracts can be express contracts that are entered into to invest in something—this is the classic kind of 'blue sky' investment contract Ripple talked about in its points & authorities. The 33 Act and Howey jurisprudence created a new way investment contracts can exist—they can be deemed to exist as matter of law when the policy interests of the '33 Act so require. When the Howey test is satisfied, such policy concerns are implicated, and therefore an investment contract exists as a matter of law. Ripple's theory was different—Ripple's theory was that there must be, as it were, a 'predicate contract' (a non-investment contract) in order for an investment contract to be deemed to exist under Howey. Ripple argued that predicate contract is not an investment contract, but is an 'essential element' of deeming an investment contract to exist. Torres essentially rejected Ripple's theory—or rather, deemed it irrelevant b/c in every circumstance where she found the Howey test to be satisfied, there *was* a predicate contract (coincidentally (as it were), not (as Ripple argued) "essentially") The reason why Torres found CEX sales and partner/employee distros were not investment contracts is *not* because they lacked a 'predicate contract'--it is because the Howey test was not satisfied by the objective circumstances of those transactions. Torres did not find an investment contract to exist b/w Ripple and CEX buyers b/c the third element of Howey was not satisfied (XRP buyers in those txs could not reasonably expect Ripple's entrepreneurial efforts vis a vis their 'investment of money') and therefore no investment contract is implied under Howey. Those XRP buyers could not expect Ripple's efforts from their investment of money b/c they did not even know it was Ripple they were giving the money to. Not because of some lack of a predicate contract between them and Ripple. Naturally, the fact that they did not know they were dealing with Ripple also incidentally means they were not forming a predicate contract with Ripple—but that is a side-effect, not the reason why Howey fails to be met. Torres did not find an investment contract to exist b/w Ripple and its employees and commercial partners because the employees and partners did not make 'an investment of money' and therefore the Howey test was not satisfied. In neither of these fact patterns did Torres find that a lack of a 'predicate contract' is what caused the Howey test not to be satisfied. She stuck with the Howey test and simply measured its prongs against the facts. The legally controversial part of Torres' opinion about CEXs, in my interpretation, is tying together the efforts and the money invested in a way that has not been done before AFAIK. She implicitly is saying that what you must expect are not entrepreneurial efforts in general—but, more precisely, efforts by the recipient of the money to use the money you invested in pursuit of the entrepreneurial efforts. This is a reasonable twist on Howey, but does indeed seem like a twist (and thus potentially controversial). It is different from how both the SEC and Ripple were thinking about the Howey test. The legally controversial part of Torres' opinion about employees and partners is a very very narrow reading of 'investment of money'--but it could just be that the SEC did not plead enough of a quid pro quo by the employees and partners for receiving the XRP. Overall, the reasoning of the opinion I think is debatable, but on the specific interpretation I set forth above, I think the opinion is *reasonable*. It is making more sense to me now than it did yesterday. I think most people are mistakenly portraying it as a victory for Ripple's legal arguments but this is clearly not the case, as Torres rejected Ripple's proposed 'essential elements' construal of the Howey test. Torres stuck with the plain language of the Howey test.

@0xBiZzy @iCrazyTeddy Prob yea

SEC Sues Binance and Coinbase: Here's a Quick TLDR In two consecutive days, the U.S. Securities and Exchange Commission (SEC) against two major cryptocurrency trading platforms, Binance and Coinbase, along with related entities and individuals, for allegedly operating as unregistered securities exchanges, brokers, and clearing agencies. The SEC also charges both entities with the unregistered offer and sale of securities. However, there are several key differences between the charges and the circumstances surrounding each case: Scope of Charges: In the case of Binance, the charges are more extensive and involve a broader range of allegations, including operating unregistered exchanges, broker-dealers, and clearing agencies; misrepresenting trading controls and oversight; and the unregistered offer and sale of securities. The SEC also accuses Binance of secretly allowing high-value U.S. customers to continue trading on the Binance com platform, despite claiming that U.S. customers were restricted. In contrast, the charges against Coinbase are more focused and primarily revolve around operating as an unregistered securities exchange, broker, and clearing agency, and the unregistered offer and sale of securities in connection with its staking-as-a-service program. Level of Deception: The SEC alleges Binance engaged in an "extensive web of deception, conflicts of interest, lack of disclosure, and calculated evasion of the law." This includes misleading investors about risk controls, corrupting trading volumes, concealing operations, and not disclosing where investor funds were being held. While Coinbase is also accused of violating securities laws, the Coinbase complaint doesn’t alleged deceptive practices as cited in the Binance complaint. Founder Involvement: The founder of Binance, Changpeng Zhao, is directly implicated in the charges, whereas the Coinbase complaint does not list Coinbase's founder, Brian Armstrong, as a defendant.

🚨 Shaq hit with class action lawsuit for allegedly selling unregistered securities through his project-Astral NFTs. /1

@eliana_esq I just saw a tiktok where the women’s fully clothed IG photos were altered to make her look naked. And then they distributed them 🥹.

And so it goes. This is only the start of what AI can do, proliferation of fake news in mass. From an IP perspective it seems the real dangers are impersonations, deceptive practices and association, defamation/libel.

🚨Crypto Crime Update: Closing arguments yesterday in the Nate OpenSea trial. Jury deliberations have begun in the first ever NFT "insider trading" criminal wire fraud and money laundering trial. In May of 2022, Former OpenSea employee, Nathaniel Chastain, was indicted on one count of wire fraud, in violation of 18 U.S.C. § 1349, and one count of concealment money laundering, in violation of 18 U.S.C. § 1956(a)(1)(B)(i). The government essentially accuses Chastain of using his insider knowledge to profit from NFTs featured on OpenSea's homepage. Chastain was responsible for selecting NFTs that would be featured on OpenSea’s homepage. The government alleges Chastain abused his position by buying featured NFTs and then selling it at a profit using anonymous accounts The defense reseted its case on Friday and the Judge scheduled closing arguments for Monday, May 1, 2023. Yesterday the parties made their closing arguments and the case is now with the jury for deliberations. Chasten is charged with one count of wire fraud and one count of money laundering. If convicted at trial, he faces a possible maximum sentence of 20 years in prison.

@WrongsToWrite I look for my brother on the streets every time I visit the state he lives in. Addiction fucking sucks.

My biggest regret in life is the night I walked past her. The music from the festival faded into the background as my friends and I walked the downtown sidewalk. The warm summer breeze hit my skin. I could still smell the vodka on my own breath. My brain was shut off from everything going on in my life. The 19-year-old me was surrounded by my friends, and I felt “good.” On a drunken quest for some late-night greasy pizza, we walked along my city’s notorious Leon Avenue. The street was a gathering place for the homeless, junkies, and wasted potential. Trash, tarp tents, and shopping carts littered the sidewalks. It was a path I walked many times before, but I never looked at this street, or the people who slept on it, the same after that night. As we walked down the sidewalk, we approached a woman. With each step, she slowly came into focus. Brown long frail hair, raggedy clothes, and small stature. I slowed my pace and fell back behind the group. We were about 10ft away when I felt the punch in my stomach. “Holy shit.” I thought to myself. “That’s my mom.” The woman who I’d cry for if I was separated from for too long as a kid. The woman who instilled the values I hold today. The woman who I loved most in my life. Everything in that moment turned to slow motion. The look on her face will forever be burned into my mind: Lost. I could tell she was strung out. She just stared out to the night sky. Complete disregard for anyone near her, including her own son. The past 3 years all led up to this moment. The late night calls of her asking me to pick her up while she was fucked up on drugs. Me yelling at her to try and get her to realize how deep she was into her addiction. Her missing more and more visits with my little sisters to get fucked up. The year leading up to this moment was the hardest to watch. She lost everything to addiction. She burned through $150,000+ to feed her and her friend’s addiction. She was beaten by loser junkie boyfriends. She became homeless. Addiction took my beautiful mother and turned her into something unrecognizable. The woman who stood in front of me that night was someone else. And in that moment, as I walked past her, I felt like a kid again. Helpless. I didn’t know what to say. The years leading up to now, I couldn’t get through to her. Now sure in the hell wasn’t going to be different. I mean, she was too fucked up to even see her own son 2ft in front of her. I convinced myself I didn’t want to make a scene in front of my friends. So I walked past her. I never told any of my friends that night, or any time after. I didn’t want the attention, so I kept it as my secret. But it didn’t take long before that secret came back to haunt me. A week later, I was at the gym with my friend when I got a call from my grandpa. I could hear him slightly choking up, which was unusual, because he was a stern man. He asked me to come home. When I probed for more information, he was vague. All he said was it had to do with my mom. “Just come home.” he said. That drive home was the longest 15 minutes of my life. I didn’t want to admit it, but deep down I knew what was waiting for me. I opened the door to my house to find a police officer standing with my brother and grandparents. It took one glance for me to break down into tears. My fear collided with reality. I’ve never been hugged so tight from brother. She was gone. Fentanyl-laced crack overdose. She got into the shed outside the house she used to rent from my grandparents to smoke crack with her “friends.” We later found out they didn’t do anything to try and save her. Didn’t try to resuscitate. Didn’t phone anything in. Just left her there to rot for 3 days in the summer heat before her body was found. No goodbyes. No happy ending. Just fucking dead. My brother and I visited that shed the day after. I could see a stain of her body on the foam bedding she died on. Maggots crawled around where her corpse used to lie. I hope you never smell a dead body. Any thought I had of a potential God died that day. I felt numb inside. And for years after, whenever my family brought her up, I’d feel rage. I carried a lot of hate toward myself that I was reminded of. Because the last time I saw her, I just walked past. Going back, I still don’t know what I’d say. I just wish I hugged her. I don’t know what prompted me to write about this, maybe because it was her birthday last week. But I feel like it was a long time coming. I don’t write this for sympathy. I write this to remind you that life isn’t fair. It’ll kick the shit out of you while you’re down and do tear you down in ways you never expected. It doesn’t care who you are, how you live your life, or what your intentions are. But it can also be beautiful. Unforgettable memories with loved ones, hilarious experiences with friends, amazing places to see. However, I see most on autopilot and waiting for permission to live their life. They put off the trip. • They avoid the tough conversations. • They rationalize why they can’t pursue their goals. • Living life like this should scare the shit out of you. Whether it takes a loved one dying or a random dude on the internet, you should always keep in the front of your mind that you will cease to exist one day. So fuck the expectations of others and fuck playing it “safe.” Live.

1) This week in Congress and crypto: After a busy week of oversight and stablecoins, the House is chugging right along with the 3rd highest priority in the crypto space: market structure. 2 hearings this week in the House on the same day and the exact topic. Here's what to expect

@betty_nft @Deadfellaz @LinkedIn thank you!

Calling anyone in the @Deadfellaz ecosystem: I have created a networking group specifically for the Horde on @LinkedIn I know we fade it as a platform and there are alot of eye roll worthy posts on there, but it does offer a really great opportunity to network. If you're looking to connect with others in the Horde on a professional level, request to join here: linkedin.com/groups/1425009…

🚨🚨 Breaking: @yugalabs awarded summary judgment against @ryder_ripps, et al for false designation of origin, cybersquatting + against a finding of fair use under First Amendment/Rogers, unclean hands, and knowing misrepresentation. Damn, talk about KO👊storage.courtlistener.com/recap/gov.usco…