(Не)корпоративное криптоуправление

Abstract

Objective: creating the corporate governance structure and legal regulation mechanism of blockchain protocols.Methods: dialectical approach to cognition of social phenomena, allowing to analyze them in historical development and functioning in the context of the totality of objective and subjective factors, which predetermined the following research methods: formal-logical, comparative-legal, and sociological.Results: Blockchain technology was born out of a Cypherpunk vision for regulation without sacrificing privacy. This vision feeds a call by some in the blockchain technology ecosystem to view computer code as the only law applicable to blockchain protocols, transactions conducted on the protocols, and DAOs. The code of certain protocols, such as the Bitcoin blockchain and Ethereum, currently embody their Cypherpunk cultural origins, placing a premium on privacy and governance mechanisms that preserve privacy. But that code can change. In fact, laws enacted and enforced by governments may act as the stimuli for such change. Indeed, such stimuli, for better or worse, are already in play, with coders ceasing work for fear of legal repercussions. Adopting a contract-based governance system in which the rules and expectations are clearly defined empowers blockchain protocol communities to preserve as much of their cultures and visions as possible. Adopting these contracts also requires blockchain communities to engage in open, active, and thoughtful conversation about their collective culture and vision. Further, basing blockchain governance structures in contracts that loosely resemble corporate governance structures allows such communities to tap into centuries of scholarship and experimentation in a functionally equivalent governance arena. Scientific novelty: the work proves that the biggest cultural impact of (un)corporate crypto-governance may be on the culture of traditional corporations. Indeed, one significant lesson of a corporate governance model for off-chain governance may be a sharpened recognition that “code as law” is a subsystem of regulatory norms within the greater legal system. Viewed through systems analysis, the result is a two-way recognition of the interconnected roles of code and law in limiting behavior within the blockchain ecosystem. In other words, the code informs the law and its application to a blockchain ecosystem. Meanwhile, law informs behavior and activities undertaken through the code. The result is that the intersection of code and law can impact our understanding of how to apply the law in more traditional scenarios as well.Practical significance: the main provisions and conclusions of the article can be used in scientific, pedagogical and law enforcement activities when considering issues related to (un)corporate crypto-governance.