I have to admit that we’re in somewhat uncharted territory here. A lot of lawyers we’ve talked to are positive about this setup (but they were also positive about Swiss Foundations, and that didn’t work out well. These things can be faddy. However, I would say that the legal reasoning seems to be a lot deeper this time.)
Still, I appreciate that more positive confirmation would be useful here. When I next talk with our BVI lawyers I’ll see if I can get a list of projects which have successfully leveraged this BVI setup.
From HOPR’s perspective, we’ve arrived at this decision through something of a process of elimination: it’s clear to us from the current regulatory landscape that the community would benefit from a legal wrapper (which wasn’t our initial intent). We originally thought of using Switzerland, but our own Swiss lawyers advised against it and instead suggested Cayman Islands or BVI. Cayman Islands vs BVI is interesting. Cayman Island allows some very unusual ownerless structures, but ultimately didn’t seem to have the checks and balances which BVI provides.
Simultaneously, a lot of our friends at other projects (Gnosis, Aragon, DXDAO, SushiDAO, SafeDAO, Arbitrum, etc.) have been running into various governance issues. Many of them are looking to transition out of their restrictive setups but are stuck.
Common jurisdictions which they’ve tried and we’ve discarded include Switzerland and Guernsey (another UK overseas jurisdiction). Standard reasons for discarding were:
- Exorbitant tax rates
- No meaningful liability reduction
- Prohibitive identity checks for token holders
- Overly complex legal structures which would require all token holders to enter into a covenant with each other.
One obvious question is “Well won’t we just get stuck in an unsuitable legal wrapper, just like those other guys?” Perhaps, but I (and many excited lawyers) think that a key difference is how narrow this setup is. Many of those projects I mentioned set up monolithic DAO structures to try and cover ALL of their governance. A key difference with our proposed set up is that each part of HOPR that needs governance (the Association, the community, the protocol itself) will have a different legal entity in what we feel is the most suitable jurisdiction.
Still, on its own I appreciate that’s not a very satisfactory answer.
I’m hoping that one of our legal advisors will be able to join us for Monday’s Twitter Space so he can provide more context here. Otherwise I’ll try to get it in writing. He’ll be more concise than me!