California judge rules DAO members liable under partnership laws

As a seasoned analyst with a decade of experience in the cryptocurrency and blockchain industry, I find the recent California judge’s ruling on Lido DAO to be a significant turning point that could reshape the landscape of decentralized autonomous organizations (DAOs).


In simpler terms, a California court decision states that individuals involved with Decentralized Autonomous Organizations (DAOs) may face legal responsibility for the behaviors of fellow group members, based on the principles of partnership law in the state.

On November 18th, U.S. District Judge Vince Chhabria ruled that the managing entities of Lido DAO are considered partners under California’s partnership laws. This means that individual members cannot escape responsibility for the organization’s actions.

Lido DAO “partners” not immune from lawsuit

The lawsuit stems from a complaint by Andrew Samuels, who purchased tokens issued by Lido DAO. The investor sued the entity to recover his losses. Samuels alleged the tokens were unregistered securities, arguing that Lido DAO should have registered them with the US Securities and Exchange Commission.

The lawsuit asserts that since Lido DAO didn’t register its securities, Samuel argues they are accountable for his incurred losses according to Section 12(a)(1) of the Securities Act.

As a researcher, I can share that in accordance with the court ruling, I’ve found that my argument against Lido DAO and its identifiable associates claiming immunity was upheld. Based on the filed documents, it appears that the judge agreed with me that under California law, Lido DAO is classified as a general partnership, thereby making its partners accountable for any related issues.

Samuel suggested that the four significant institutional investors in Lido – Paradigm Operations, Andreessen Horowitz, Dragonfly Digital Management, and Robot Ventures – functioned as partners of the Lido Decentralized Autonomous Organization (DAO) and were responsible for any actions taken.

Consequently, all four parties associated with the case submitted requests to have it dismissed. Yet, only one of these requests was approved by the court. The court document indicates:

“The upshot is that the motion to dismiss filed by Robot Ventures is granted, because Samuels has not adequately alleged that Robot Ventures is a member of the Lido general partnership. All other motions to dismiss are denied.”

It was determined by the judge that Paradigm, Andreessen Horowitz, and Dragonfly had been designated as general partners because of their suspected involvement in Lido DAO management and decision-making processes. On the other hand, Robot Ventures was not held accountable since there wasn’t enough evidence presented to prove it was a general partner.

A “huge blow” to decentralized governance

Miles Jennings, legal advisor and leader of decentralization at a16z Crypto, characterized the decision as a significant setback for governing structures in the decentralized realm.

As an analyst, I’d rephrase it this way: According to the ruling, my actions, such as posting in forums, might make me accountable for other participants’ actions under the general partnership laws, if I’m part of a Decentralized Autonomous Organization (DAO).

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2024-11-19 10:38