Hi @ek826 ,
While I have similar concerns regarding legal issues and protection, I do not think the structure you mentioned will retain/maintain the DAO (as a legal structure) in the hands of governance as the owners.
From a legal theory perspective, at least in the U.S., organizations (of people) gain their personhood from the rights of the people within the organization-of-people as they exercise those rights together as a collective group. It is normally those who have the ability to vote that are considered the owners of an organization - and here I use organizational in its broadest sense that still maintains a legal presence. In Terra v1, it is those that stake the native mining coin Luna v1 that have the ability to vote, and therefore to determine the course of the protocol (both by whitepaper [section 3 - last paragraph], documentation [here and here], and by code in the staking system). I agree with some other comments, that the structure, while trying to attempt to protect an ownerless aspect, would in practical terms, as outlined, favor a more centralized structure and concentrate influence (unless the committees are only in place for a specific function such as implementing a specific proposal, only for the duration of the process, the independent attorney themself serves as the director with no authority outside the direction of governance via a proposal that has passed, and governance through proposals approve the creation or dissolution of committees - each committee only functioning to carry out a specific proposal).
I do think that the legal issue is important since “it was the protocol, and not the person” will not work with the courts - they will apply the law to a specific person (at least from what I have read in law and in court opinions - although I am not an attorney, my understanding of law is no where near a complete picture, and this is not legal advice).
Here is what I would propose:
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That the Terra v1 governance go ahead and work with an attorney to recapture the trust that was formed here as part of this discussion on the sports deal, but was not listed as part of the creation of Terra v2 in proposal 1623 [here or here], nor included in Terra v2’s documentation, but retained in Terra v1’s documentation. This trust currently “holds all of the intellectual property rights to TERRA, LUNA, and UST” (even if we leave the name issue alone for the present time). And to work with governance to vote in new trustees (preferably an independent attorney within a law firm, an independent accountant, and an independent auditor or CPA - all hired as yearly services).
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The trustees should take no actions on their own, but:
- recommend actions to the community as legally required,
- should work with any proposal author whose proposal has passed governance to implement governance that has a legal aspect(s) to enact,
- and/or to offer legal consultation during proposal discussions.
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They should publish an audited report yearly, and the financial records should be open for request of those who can show they have staked Luna v1, or to an attorney with legitimate legal business (with any expenses born by the person requesting except where law provides otherwise).
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The language of the trust document can be adapted in an appropriate jurisdiction, where the jurisdictions trust laws allow for the personhood rights the trust document legally outlines. As it is outlined, it can handle the following (but not necessarily conduct day to day business beyond the stated goals of the proposals that have passed governance):
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The Terra Community Trust holds all of the intellectual property rights to TERRA, LUNA, and UST. … Through community proposals, each member of the Terra Community Pool may direct the trustees as to the use of the assets held. … The trust and trustees are managed consistently with the governance protocol of the Terra Blockchain and, with a few exceptions (i.e. no [f]raud or illegal or unethical actions), the trustees must manage the assets as directed by the Terra Community Pool through its community proposals. … If directed by the community, the trust has the ability to buy and sell property and enter into contracts, among other rights and privileges.
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That all developers be encouraged to include in their proposals the cost, based upon quotations previously obtained, for any legal representation to outline any local and international law legal realities that their proposal may pose for them personally.
- A copy of attorney legal opinions (including citations), although not including any personal information, be requested, but not necessarily required unless governance require it in discussion and the proposal specifies it (or by a separate proposal), to be passed along to governance
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That all developers be encouraged to include in their grant proposals, the cost, based upon quotations previously obtain, any liability insurance, or customized bespoke insurance, to help provide the developer (or in some cases select others where appropriate) with legal defense on the sole basis of legal implications of their proposal (not including negligence, or abuse).
Anyhow, those are some of my initial thoughts (if helpful).
I hope you are doing well today 