Are NFTs Securities? with Securities Lawyer Brian Frye

Transcript

bankless, Nation, another, state, of, the nation, for, you, the, first, one, of, the, Year our, first, live, stream, of, the, year, as well, our, nft, Securities, David, you, have been, obsessed, with, this, topic, for, the last, couple, of, weeks, and, wanting, to, do, a show, on, it um I, was, a, little, hesitant, at, first maybe, we'll, get, into, a, little, bit, why, uh but, uh, what, are, we, going, to, cover, today and, what's, what's, the, topic, yeah, I've been, going, down, the, Securities, Law rabbit, hole, which, is, actually, a, place where, I, started, my, crypto, Journey, a, lot of, people, don't, really, know, this, Ryan but, uh, my, first, foray, into, crypto, was first, with, an, Ico, advisory, company, and that, company, ground, to, a, halt, because, we realized, that, everything, we, were, doing was, a, security, and, so, the, way, I, got through, the, 2018, bear, Market, was, working

inside, of, the, world, of, security, tokens and, so, going, back, down, the, security token, Rabbit, Hole, has, been, extremely interesting, and, I, think, that, there, are, a ton, of, lessons, that, we, as, an, industry need, to, learn, about, why, do, Securities Law, exist, what, is, this, word, security, why do, we, have, the, SEC, and, why, does, our guest, Brian, think, that, all, nfts, are securities, and, also, why, might, that, not be, that, be, such, a, bad, thing, these, are all, fantastic, questions yeah, I'm, actually, super, bullish, on, this episode, because, I, think, we, we, get, to kind, of, the, base, principles, of, why Securities, laws, exist, in, the, first, place and, that's, really, where, we're, going, to start, the, conversation, and, build, up, also David, I, want, to, tell, our, bankless

listeners, about, our, friends, and, sponsors at, osmosis, so, uh, I, know, you're, familiar with, osmosis, what, it, is, it's, been, a, long time, one, of, my, New, Year's, resolutions David, was, to, uh, try, new, things, in, 2023. one, of, those, new, things, is, to, give, more time, to, the, cosmos, ecosystem, in particular, Cosmos, defy, I, feel, like, after the, dust, has, settled, from, 2022, there, are kind, of, two, ecosystems, that, are, uh really, still, thriving, and, still, building I, mean, there, are, some, others, so, forgive me, if, I, ignore, you, but, one, is, ethereum of, course, which, we, talk, about, a, lot, the other, is, Cosmos, osmosis, is, kind, of, a defy, hub, for, Cosmos, it's, sort, of, a little, bit, of, uniswap, a, little, bit, of decks, a, little, bit, of, exchange, there's

also, the, ability, to, stake, do, some, other things, on, here, so, David, what, I, went, into did, was, I, spun, up, a, Kepler, wallet, as kind, of, the, metamask, of, Cosmos, and, I went, and, I, played, around, on, osmosis transferred, some, atoms, tokens, over, to, uh the, cosmo, to, the, osmosis, chain, and, I, did some, swapping, I, got, to, tell, you, the, ux is, pretty, awesome, and, pretty, interesting so, this, is, the, invitation, to, you bankless, listener, to, go, try, some, new things, in, 2023, and, go, give, the, osmosis ecosystem, app, chain, ecosystem, a, world, if you, know, what, D5, looks, like, on, ethereum you, should, also, know, what, it, looks, like in, other, ecosystems, too, and, uh, this, is, a great, way, to, go, test, that, and, do, that, I think, David, we, got, a, link, in, the, show

notes, to, that, so, people, can, uh, can, click that, link, spin, up, a, wallet, and, get started, right, yeah, I, believe, we, all, have extra, time, this, bear, Market, to, do something so, if, you, want, to, something, to, explore definitely, explore, the, cosmos, ecosystem in, the, place, to, get, that, started, that start, that, exploration, is, of, course going, to, be, osmosis, it's, like, the, unit swap, of, Cosmos, and, liquidity, is, where all, Journeys, begin, in, the, world, of crypto, so, David um, why, are, you, taking, us, down, the Securities, Rabbit, Hole, today, all, right because, I, I'll, tell, you, I, have, some reservations, about, it, which, is, even, just the, word, the, title, of, this, episode, our nft, security, I, find, myself, getting, a little, a, little, triggered, by, that, yeah the, Security's, word, is, triggering, for many, many, people, out, there, isn't, it, yeah

why, is, that, and, why, why, did, you, want, to cover, it, with, um with, our, guests, here today, sure, yeah, I, think, the, reason, why the, word, Securities, triggers, people, is because, it, invokes, uh, feelings, of, the SEC, and, Gary, Gensler, and, obviously, it kind, of, should, because, that's, what, the SEC, is, they, that, what, is, the, SEC, it regulates, Securities, but, Securities, Ryan were, a, thing, before, the, SEC, was, before we, had, the, federal, SEC, we, had, these things, called, Blue, Sky, laws, which, are state, state, laws, around, Securities, but the, concept, of, a, security, exists, outside of, the, SEC, and, we, often, talk, about, speed running, the, history, of, money, and, Finance on, Bank, lists, sometimes, we, expand, that to, speed, running, human, coordination, and these, story, of, Securities, and, security regulation, is, a, part, of, the, story, of

human, coordination, humans, coordinate better, when, we, can, collectively, manage our, own, human, greed, when, it, comes, to, our financial, assets, and, and, so, this, is where, Securities, comes, from, and, so understanding, the, spirit, of, Securities laws, is, something, that, we, definitely need, to, do, in, order, to, be, informed, about how, to, build, crypto, and, so, Brian, Our Guest, is, bringing, a, unique, perspective about, the, world, of, nfts, and, securities and, if, you, think, he, is, a, Gary, Gensler shill, who, wants, to openly, invite, the, SEC into, all, of, our, crypto, assets, you, would be, egregiously, missing, the, important lesson, that, we, are, going, to, talk, to today, and, so, that, Ryan, is, my, preamble, to the, rest, of, this, show, and, that, by, the way, guys, is, what, made, me, very, excited about, this, episode, including, some, white papers, that, Brian, uh, created, I, read, one

of, those, papers, coming, into, this definitely, a, first, principles, thinker, so you, want, to, stay, tuned, for, this, episode also, we're, going, to, get, right, to, the sponsors, but, before, we, do, I, want, to, give a, special, shout, out, to, our, strategic sponsor, which, is, Kraken, Kraken, is, here for, the, same, reason, that, we, are, to accelerate, crypto, adoption, for, the, world and, they, know, what, we, know, which, is, when you, adopt, crypto, protocols, you, adopt crypto, values, stay, tuned, for, that, we'll be, right, back, with, Brian, Kraken, has, been a, leader, in, the, crypto, industry, for, the last, 12, years, dedicated, to, accelerating the, global, adoption, of, crypto, Kraken puts, an, emphasis, on, security transparency, and, client, support, which, is why, over, 9, million, clients, have, come, to love, kraken's, products, whether, you're, a beginner, or, a, pro, the, Kraken, ux, is

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Brian, came, on, to, my, my, attention, when William, peaster, who, writes, for, the metaversal, newsletter, out, of, bank, list forwarded, me, an, article, in, coindesk, uh that, Brian, wrote, uh, and, that, that article, was, uh, titled, every, all, nfts, are roughly, titled, all, nfts, are, security, and that's, great, that's, a, great, thing, and, a very, thought-provoking, uh, article, uh triggering, David, triggering, yes, and, uh Brian, is, also, a, law, professor, at, the University, of, Kentucky, and, today, we, are going, to, unpack, that, article, are, all nfts, Securities, and, what, does, that really, mean, and, why, does, Brian, think that, we, should, be, bullish, on, the, fact that, all, nfts, are, securities, Brian welcome, to, the, show, hi, nice, to, talk, to all, of, you, glad, to, be, here, big, fan, so

Brian, you, you, opened, your, coin, desk article, with, this, pretty, spicy, opener, uh and, I'll, read, a, quote, here, everyone, in the, nft, market, is, terrified, that, the United, States, Securities, and, Exchange Commission, SEC, will, decide, that, nfts, are securities, and, regulate, them, they, should get, over, it, of, course, nfts, are securities, that's, what, makes, them, so powerful, and, promising, rather, than, avoid SEC, regulation, the, NFC, industry, should embrace, this, categorization, it's inevitable, and, desirable, especially, once the, SEC, understands, how, the, nft, markets work, it's, likely, to, regulate, it, with, a light, touch, so, that, spawns, Brian, for, me three, questions, first, I, want, to, ask, why do, you, think, nfts, are, mostly, Securities second, I, want, to, ask, why, should, we, think that, that's, good, and, third, I, want, to, ask

why, do, you, think, well, the, SEC, will, only regulate, it, with, a, light, touch, but, let's start, with, that, very, first, question, what do, you, mean, when, you, say, of, course, nfts are, securities, why, of, course, yeah, yeah well, I, think, this, is, a, really, important uh, ontological, question, right, in, the sense, that when, we, asked, the, question, are, nft securities, or, is, anything, uh, security, I actually, think, that's, the, wrong, Framing and, it, was, something, that, struck, me, when I, first, became, interested in, the, nft, market, uh, in, in, 2021, right like, a, lot, of, people, I, saw, the, big people, sale, I've, been, interested, in, art and, art, law, for, a, long, time, and, I, was

like, wow, something's, happening, and, I want, to, try, to, understand, what, it, is, and and, one, of, the, things, I, noticed immediately when, I, started, engaging, in, the, kind, of nft, web, 3, ecosystem, is, that, everyone, was kind, of, terrified, of, the, idea, that, what they, were, doing was, a, security, or, might, be, perceived by, the, SEC, as, a, form, of, security, trading and, a, lot, of, the, discourse, was, sort, of around, well, how, do, we, describe, what we're, doing, how, do, we, characterize, what we're, doing, how, do, we, structure, what we're, doing, in, such, a, way, that, it, won't be, a, security, and, therefore, be, regulated by, the, SEC, and, I, hate, to, see, it, for

better, for, worse, I'm, a, former, Securities lawyer, right, I, worked, at, Sullivan, and Cromwell, uh, Wall, Street, Law, Firm, from 2007, to, to, 2010, you, know, I, worked, for Goldman, Sachs, I, did, Securities, Law, you know, related, litigation, work, primarily but, also, some, IPOs, and, that, kind, of stuff, and, I, was, like, oh, no right, like, this, entire, discourse, is, so confused, right, because, the, SEC, isn't, in the, business, of, deciding, really, whether or, not, things, are, in, our, security, our Securities, in, in, the, way, that, I, think, a lot, of, the, people, kind, of, in, the ecosystem, think think, it, is, the, SEC, is, in, the, business

deciding, what, it, thinks, it, needs, to regulate, and, what, it, thinks, it, doesn't right, so, we, say, that, there's, a, test, for whether, or, not, something, is, a, security right, the, the, the, Supreme, Court, in, the very, famous, case, called, uh, Howie, right established, the, criteria, for, what, would constitute, an, investment, contract, but sort, of, the, broadest, definition, of, uh, of a, security, under, the, United, States Securities, laws, but, the, reality, is, that the, Howie, test, is, so, broad, that, that, any investment, can, be, uh, security, if, you just, kind, of, look, at, it, right, because all, the, Howie, test, says, is, that something, is, an, investment, contract, an investment, is, a, security, if, it

constitutes, an, investment, of, money, in, a common, Enterprise, with, the, expectation of, profit, to, be, devised, derived, from their, efforts, of, others, well, that's that's, any, investment, right, that's literally, any, investment, whatsoever right, so, when, you, ask, this, question, is it, a, security, that's, the, wrong, question right, the, real, question, is, always, is, it the, kind, of, thing, yes, the, SEC, thinks, it should, be, regulating, is, it, the, kind, of thing, that, the, SEC, thinks, is, within, his wheelhouse, and, is, therefore, the, proper subject, of, of, of, Federal, Regulation, in the, way, that, at, the, SEC, does, things right, so, what, I, want, to, try, to, convey, to people, really, more, than, anything, else, is like, stop, trying, to, use, the, Law's, magic

words, the, law, is, magic, words, is, a, crazy way, to, think, about, what's, taking, place right, you, need, to, think, about, what, your goals, are, what, do, you, want, what, do, you want, the, SEC, to, do, what, do, you, want, the regulatory, environment, to, look, like what's, going, to, be, beneficial, for, the ecosystem, what's, going, to, help, it, Thrive as, opposed, to, destroying, it, and, rather than, be, hostile, to, or, try, to, avoid, this regulatory, atmosphere, how, do, you, explain to, the, regulator, what, you're, doing, and how, the, regulator, can, add, value, to, the ecosystem, instead, of, destroying, it because, at, the, end, of, the, day, that's, at least, theoretically, what, the, SEC, is, for right, the, idea, is, that, the, purpose, of Securities, regulation, is, to, make, the

Securities, Market, work, more, efficiently right, I, mean, that's, the, that's, the primary, Mandate, of, the, SEC, is, to, create and, maintain, healthy, Capital, markets right, they're, supposed, to, be, making, the market, better, right, so, it, seems, to, me the, goal, ought to, be, how, do, we, explain to, the, SEC, what, this, Market, needs, if anything, and, what, kind, of, value, it, can add, okay, so, I, want, to, park, on, this, Brian this, is, uh, so, interesting, and, this, is fired, up, I'm, fired, up, I'm, I'm, very excited, okay, I, like, to, have, this discussion, because, I, I, gotta, admit, at first, if, my, first, reading, of, the, article I, was, a, little, triggered, our, nft Securities, like, this, word, is, kind, of, a dirty, word, to, me, it's, my, comment, to

David, was, like, stop, using, the, word Securities, that's, their, word, and, what, I meant, was, like, it's, the, nation-state word, and, it, means, a, certain, set, of things, it, means, you, have, to, file, with Edgar, and, you, have, to, do, 10K, filings, and you, have, to, do, all, of, these, things, with respect, to, structure, and, it's, more imposition, it's, about, a, group, of regulators, unelected, bureaucrats, telling us, all, these, things, we, can't, do, with, the technology, they, don't, even, understand all, right, and, by, the, way, Ryan, if, I, can quickly, go, down, why, are, we, talking, about this, it's, because, a, couple, weeks, ago, oh yeah, I, talked, about, I, said, on, the, bank list, weekly, roll, up, that, board, Apes, our Securities, and, like, Ryan, got, a, quizzical look, on, his, face I, bring, up, the, quizzical, I'll, try, and pull, it, up, as, once, I'm, done, talking, but

uh, like, Ryan, got, a, quizzical, look, on, his face, and, usually, Ryan, and, I, agree, on well, almost, everything, and, so, that, was like, it's, very, rare, for, me, and, Ryan, to have, a, disagreement, and, then, like, we send, out, the, weekly, roll, up, onto, uh, in to, send, out, on, the, podcast, feed, on, the YouTube, and, then, the, board, Apes, got extremely, triggered, that, like, David Hoffman, from, banklist, is, saying, board apes, or, security, and, how, dare, he, and what, does, that, mean, my, face, yeah, this, is this, was, Ryan's, face, here's, Ryan reaction, to, David, saying, board, yesterday well, I, didn't, quite, understand, right because, Securities, laws, are, confusing and, part, of, it, is, exactly, what, Brian, was just, saying, is, like, the, crypto, world's reaction, to, the, word, security, is, that, we all, the, fun, get, sucked, out, of, the, room uh, we, have, to, like, we, can't, trade, our

assets, on, uniswap, we, have, to, go, on, to, a regulated, exchange, and, like, all, the, fun leaves, but, Brian, here, is, saying, about the, important, stuff, exactly, just, fun it's, just, like, it's, all, the, stuff, that makes, crypto, crypto, right, so, that, that that's, my, quizzical, face, reading, that article, and, also, hearing, what, David, said by, the, way, then, I, then, I, read, your longer, kind, of, take, on, this, the, nfts, in the, cloud, economy, totally, changed, my mind, but, also, um I, I, want, to, get, to, the meat, of, the, because, this, is, the, the conversation, I, really, wanted, to, have with, any, crypto, lawyer, or, any, SEC, uh Securities, lawyer, or, God, anyone, any regular, anybody, would, have, this conversation, is, I, think, the, Howie, test sucks, Howie, test, sucks, it, sucks, it, and no, one, says, this, everyone, is, to, your

point everyone, is, trying, Brian, to, say, like, oh here's, how, our, particular, token, doesn't like, the, Howie, test, doesn't, apply, to, it it, doesn't, it's, only, three, out, of, the four, prongs, and, all, of, this, but, like, so here's, why, it, sucks, to, me, here's, the definition, of, how, we, test, you, said, it earlier, I'll, repeat, an, investment, of money, in, a, common, Enterprise, with, the expectation, of, profit, to, be, derived, from the, efforts, of, others, I, used, to, do, pogs in, grade, school, pogs, don't, pass, the Howie, test, all, right, we, gambled, those things, for, money, magic, the, Gathering cards, don't, pass, the, Howie, test uh, Pokemon, cards, don't, pass, the, Howie test, but, but, the, important, thing, to remember, is what's, missing, from, the, Howie, test explicitly, missing, is, the, most, important factor, the, fifth, Shadow, Factor, as, my

good, friend, at, UNLV, Ben, Edwards described, it, to, me, does, it, look, like, a security, or, rather, is, it, the, kind, of thing, is, it, the, kind, of, thing, that, the SEC, wants, to, regulate, and, the, SEC doesn't, want, to, regulate, pox, yeah, CC doesn't, want, to, regulate, Magic, the Gathering, cards, yes, are, you, sure are, you, sure, about, that, Brian, I'm, pretty confident, although, you, know, you, never know, you, never, know, with, Gary, but, uh, but I'm, pretty, confident, that, uh, POG regulation, is, and, and, I, actually, I, and, I I, can, I, can, verify, that, from, personal experience, right, so, my, entree, into, the nft, market, was, a, little, weird, right, so

at, the, end, of, 2019, I, published, an article, right, so, I've, been, I've, been thinking, about, this, problem, for, a, long time, right, I, went, to, Art, School, the before, I, went, to, law, school, right, then as, many, artists, do, I, ended, up, becoming, a Securities, lawyer Cromwell Goldman, Sachs, right, and, the, entire, time I, was, so, confused, because, the, more, I learned, about, Securities, the, more, kind of, thought, structurally, about, the Securities, Law, the, more, I, thought, to myself, gee, whiz, you, know, concept, art, and conceptual, art, in, particular, sure, looks a, hell, of, a, lot, like, a, security, right after, all, when, you're, buying, conceptual art, what, do, you end, up, buying, you, you get, a, certificate, that, says, you, own, like

like, a, Picasso, or, a, Monet, that's, what you, mean, by, you, own, it, you, own, an edition, of, a, concept, right, it's, it's almost, like, you're, you're, you're, just buying, like, a, bearer, Bond, of, some, kind or, Securities, stock, certificate, right, it always, kind, of, bothered, me, I, was, always really, confused, I, was, kind, of, working through, the, problem, and, trying, to, think about, how, I, would, put, this, into, kind, of legal, scholarship, language, but, it, never kind, of, worked, right, because, artists were, always, like, why, are, you, talking about, Securities, and, securities Securities, lawyers, will, look, and, be, like I, try, to, explain, conceptual, art, to, them and, they'd, be, like, why, would, anyone, buy something, like, that, that's, stupid it, doesn't, have, yeah, right, so, there, was this, there, was, a, kind, of, Disconnect, and I, realized, that, what, I, needed, to, do, was

to, debate, the, project, right, so, rather than, just, write, an, article, about, it, I had, to, make, it, real, right, so, what, I, did was, I, created, a, Lara, view, article, in, the form, of, a, prospectus, for, the, sale, of, a work, conceptual, art, and, the, article, was titled, SEC, no, action, letter, request, and it, proposed, to, sell, a, work, of, conceptual art, titled, SEC, no, action, letter, request which, consisted, of, sending, the, SEC, a, no action, letter, request, proposing, to, sell a, work, of, conceptual, art, titled, no action, letter, request, in, an, addition, of 100, for, ten, thousand, dollars, per addition, I, would, recruit, other, law professors, to, market, the, work, conceptual art, on, my, behalf, and, use, proceeds, from

the, sale, to, promote, the, virtual, you, know future, sales, wait, I, found, this, thing this, is, it, right, of, of, the, working question, exactly, so, so, I, I, did, this, as, a law, review, article, initially, and, I actually, sent, the, SEC, a, no, action, letter request, which, they, uh, declined, to respond, to, I, did, ultimately um, a, friend, of, mine, ultimately, managed to, send, um get, them, to, respond, to, a, foia request, so, they, did, send, me, a, a, a, a, PDF of, like, 40, pages, of, documents, all, of which, were, entirely, redacted, so, I, didn't get, any, actual, information, but, they, saw it, but, they, saw, it, they, definitely, were talking, about, this, but, the, point, is, I

explained, to, them, why, what, I, was, doing and, so, I, sent, them, a, no, action, letter requests, and, in, the, National, literature request, I, explained, to, them, why, the article, or, rather, why, the, work, in conceptual, art, I, was, proposing, to, sell satisfied, all, the, factors, this, is hilarious, and, therefore, they, should should, prohibit, me, from, selling, it, to, to the, public um, a, friend, of, mine, actually, described it, as, the, first, SEC, action, letter request, he, he'd, ever, seen, because, I, was basically, like, come, at, me, bro, right, you are, a, troublemaker, assistant, this, is, so funny, this, is, so, funny, trolling, them over, and, over, again, and, it, was, hilarious because, uh, Matt, Levine, ended, up, picking up, on, it, and, running, two, separate

discussions, about, the, project, in, his money, stuff, column um, and, Levine's, response, as, well, as, a response, from, several, other, people, was sort, of, like I, say, everything's, a, security, but, I'm not, sure, I, really, mean, it, and, this, has to, be, wrong, but, I, don't, know, why, and essentially, they, just, said, well, it's, not really, a, security, because, it's, a, joke and, no, one, would, really, buy, it, I, was like, well, that's, a, totally, unsatisfying right, that's, not, a, real, reason, right that's, not, a, real, reason people, want, to, buy, it, for, it, to, be glimmer, and, it'll, be, bad, scammer, but, I'm still, violating, the, Securities, laws, if, I try, to, sell, people, something, that's, a Security, even, if, no, one, wants, to, buy, it so, I, was, like, this, is, this, is, a, a meaningless, response, but, whatever, anyway

I, then, kind, of, set, it, aside, for, a, little bit, but, then, when, the, nft, market, blew, up I, was, like, holy, crap holy, crap, like, this, is, like, how, it matters, economically, it, matters, so, what did, I, do, the, first, thing, I, well, actually you, know, when, I, started, fooling, around with, the, nft, market, the, first, thing, I did, was, create, an, nft, titled, SEC, no action, letter, request, uh, and, I, just, put it, on, openc, and, kind, of, left, it, there and, I, I, was, fooling, around, just, joking, I didn't, really, think, that, much, of, it, but then, uh, a, uh, and, a, pretty, prominent, nft collector, Named, Sam, Hart, uh, out, of, the blue, one, night, made, me, an, offer, of, half an, eighth, to, to, buy, the, nft, for, me, and, I was, like, I, didn't, even, know, how, much, an

eth, was so, I, looked, up, I, was, like, holy, crap that's, like, 500, I, was, like, man, you, can buy, all, the, nothing, you, want, from, me, I will, sell, you, more, nothing, than, you could, possibly, imagine, right, but, that was, sort, of, my, transition, into, kind, of thinking, about, the, Dynamics, and, the economics, of, the, NFC, Market, what, I realized, was, all, of, a, sudden, I, could take, that, SEC, no, action, letter, request project, which, had, been, kind, of, not, fully realized, because, I, couldn't, actually there, wasn't, a, market, for, me, to, sell, it in, effectively, and, I, could, put, it, on, the nft, market, and, sell, it, and, all, of, a sudden, I, was, like, oh, yeah, you, said, this wasn't, a, security, because, no, one, was interested, in, buying, it, guess, what, I

just, made, twenty, thousand, dollars selling, it okay, Brian, can, you, just, uh, for, listeners that, didn't, follow, that, thought, process and, don't, really, understand, the, the Catch-22, that, you're, placing, the, SEC, in can, you, just, like, walk, us, through, and explain, like, I'm, five, fashion, what, what you, just, did, with, the, no, action, letter nft, exactly, exactly, exactly, so, basically the, way, the, SEC, is, a, very, kind, of, unique Federal, agency, it's, a, really, old right, I, mean, it, was, formed, back, in, 1934 when, federal, agencies, were, actually, kind of, not, that, common, and, most, of, them, were were, relatively, small, so, it, has, a, lot, of kind, of, its, own, unique, history, and structure, and, the, reality, is, that, the

primary, way, the, SEC, works, is, by, having conversations, with, the, people, at regulates, it's, a, very, kind, of um, kind, of, retail, agency, in, a, weird, ways which, in, a, lot, of, ways, and, Matt, Levine, I think, really, talks, about, this, in, a really, kind, of, rich, and, deep, and, useful way it's, kind, of, a, problem, I, think, for, the crypto, industry, because, the, SEC, isn't isn't, in, the, business, of, and, isn't, used to, making, kind, of, generally, applicable rules, right, it, doesn't, it, doesn't, do things, that, way, it, responds, to, specific questions, from, the, people, it's regulating, and, so, one, of, its, primary ways, of, going, about, kind, of, Securities Law, rulemaking, is, through, the, process, of what's, known, as, no, action, letter

requests, so, if, you, want, to, issue, uh security, right, well, one, thing, you, can, do is, just, go, through, the, entire registration, process, but, that's, really burdensome, and, expensive et, cetera, et, cetera, and, it, doesn't, cover all, Securities, offerings, right, some kinds, of, Investments, you, might, offer, are the, kind, of, things, the, SEC, has, decided it, doesn't, want, to, be, in, the, business, of regulating, even, though, it could, if, it, wanted, to, you, could, have wanted, to, it, just, doesn't, want, to, it doesn't, want, to, regulate, those, kind, of things, so, what, you, do, is, you, write, up, a letter, to, the, SEC, explaining, what, you're proposing, to, do, and, saying, hey, SEC, this is, what, I, like, this, is, the, uh, this, is the, investment, opportunity, that, I'd, like to, provide, if, I, do, this, thing, and, don't regulate, it, are, you, gonna, prosecute, me

right, and, they, read, it, they, think, about it, they, might, have, a, conversation, with you, about, it, and, then, ultimately, they either, say, yeah, if, you, do, this, without registering, that's, going, to, be, a violation, of, Securities, laws, and, we're going, to, bring, in, action, against, you, or they, say, nope, that, looks, kosher, go, ahead right, go, ahead, and, make, that, off, this, is like, a, black, box, after, you, know, months and, years, of, like, it's, very, hard, to, get this, right, well, I, mean, they, happen, all the, time, if, you, go, on, the, SEC, website they're, they're, published, they're available, right, and, there's, a, lot, of caveats, around, it, right, they, say, oh, well you, know, we're, responding, only, to, this particular, proposal, you're, making, and future, proposals, might, not, be, binding but, are, they, mandated, Brian, to, respond

to, every, every, kind, of, request, well, no no okay but, they, no, no, they, don't, have, to, do anything, they, don't, have, to, do anything if, they, don't, want, to, in, fact, they, don't even, like, in, my, case, they, didn't, even have, to, explain, to, me, why, they, refused to, respond, in, fact, the, only, the, only thing, they, didn't, redact, in, the documents, they, produced, in, response, to my, foyer, request, was, somebody, some unidentified, person, from, the, SEC, who, I with, reasons, believed, to, be, someone, in like, their, general, counsel's, office referring, to, my, um, arguments, as, fanciful which, I so, so, what, you, did, was, you, basically

created, this, uh, request, for, for, a, no action, from, the, SCC, and, you, wrote, this whole, entire, article, on, on, like, why, this actually, isn't, a, security, and, you, got them, to, read, it, you, think, no, no, I, I wrote, I, wrote, an, entire, article explaining, why, what, I, was, proposing, to do, by, virtue, of, sound, like, a, conceptual art, was, in, fact, the, kind, of, thing, the SEC, said, it, was, in, the, business, of regulating, and, essentially, what, I, told them, was, I, want, to, engage, in, Securities fraud, by, selling, this, work, the conceptual, art, and, I, want, you, to, tell, me I'm, not, allowed, to, do, it, right, right, so so, Brian, was, testing, the, limits, of, the black, box, here, yes, in, a, facetious, joking fashion, and, so, he, made, this, NFC, the

entire, project, was, trolling, this, yes right, but, but, to, prove, a, point, yes, and so, then, and, so, then, when, I, did, it, with the, nft, so, initially, it, was, like, a, a kind, of, analog uh, conceptual, art, project, and incidentally, um, I'm, still, I, I, diluted the, offering, as, much, as, possible so, um the, uh, the, work, of, Concepts actually, I, think, I, initially, sold, it, in an, edition, of, 50, but, I, ended, up, selling 200, or, selling, giving, away, 200, editions because, I, wanted, to, get, it, and, I, wanted to, do, as, much, fraud, I, wanted, to, do, as much, crime, as, I, as, I, possibly is, possibly, good um, I, still, I, think, I, still, have, some floating, around, if, anyone, wants, one, they can, just, drop, me, an, e, drop, me, an, email

or, a, note, or, something, at, all, you, are the, issuer, yeah okay, okay, so, when, I, did, when, I, did, the nft, I, sent, the, SEC, a, second, no, action letter, request, explaining, why, the, nft project, was, also, the, sale, of, an unregistered, security, but, I, explained, to them, that, I, had, sent, them, a, previous, no action, letter, request, to, which, they, had declined, to, respond, and, I, just, was, gonna I, was, gonna, take, their, refusal, to respond, as, acknowledgment, that, it, was fine, for, me, to, do, what, I, was, doing, even though, I, strongly, disagree, with, them, and believed, myself, to, be, engaging, in Securities, okay, so, so, that, is, by, the, way uh, awesome, that's, awesome, that's, a

that's, a, that, that, is, the, right, way, to troll, uh, ladies, and, gentlemen um, so, we, established, that, the, Howie, test it, just, is, a, bad, fit, for, this, design, and you, said, the, fifth, prong, the, Howie, test is, actually, does, the, SEC, want, to regulate, it, or, not, and, that's, the, hidden thing, that, I, feel, like, no, one, ever, talks about, but, that, is, the, truth, of, what's going, on, here, which, is, interesting, but but, let, me, still um, talk, about, the, other, the, other, part that, still, sticks, in, my, mind, so, then Brian, why, call, them, Securities, right, so like, the, title, of, your, article, was, why nfts, uh, are, securities, and, that's, a, good thing, that, sort, of, thing, back, to, my, my you, know, crypto, brain, I'm, trying, to, I'm trying, to, understand, that, why, are, we

using, their, word, isn't, there, a, better word, for, this, isn't, it, like, assets, sure that's, what, but, like, isn't, Securities yeah, the, reason, I, like, it, is, that, we invented, Securities, because, they, were, a really, good, tool, for, maximizing, the value, of, capital, or, maximizing, people's ability, to, use, Capital, to, productive ends, or, rather, maybe, you, can, just, think of, it, as, like, a, way, of, ensuring, that Capital, flowed, more, more, efficient, okay now, that's, a, story, I, don't, think, there's an, innovation, crypto, people, haven't heard, that, story, Brian, which, is, why, I think, we, just, I, don't, I, don't, know, much about, Securities, Law, before, the, birth, of the, SEC, or, or, even, the, concept, of

Securities, why, it's, important, can, you can, you, tell, that, story, because, like, to me, SEC, Securities, uh, they're, one, and, the same, but, there, is, a, deeper, purpose, for these, assets, in, this, this, class, of assets, can, you, tell, us, what, that, is, yeah so, security, is, long, predated, the, SEC, I mean, as, you, mentioned, before, right, there was, Securities, regulation, on, the, state level, via, Blue, Sky, laws, before, the, SEC was, created, in, 1934, but, Securities predated, Blue, Sky, laws, as, well, right Securities, were, an, innovation, a financial, Innovation, that, people invented, in, order, to, facilitate, the investment, and, distribution, of, capital right, I, mean, Securities, are, just, a, fancy

way, of, saying, how, do, we, figure, out, how do, and, enable, people, to, invest, in something, that, they, believe, is, going, to be, more, valuable, in, the, future, in, other words, how, can, they, use, their, money, in, in productive, ways, how, can, they, how, can they, facilitate, an, investment, and, I think, the, the, problem, is, that we, always, thought, too, narrow about, it, right, we, we, thought, about Securities, only, as, a, way, of, investing, in companies, investing, in, businesses, owning owning, a, piece, of, the, capital, flows, for example, of, of, a, business, but, I, think that, our, Market, has, developed, in, a, much broader, richer, and, and, deeper, way, where

we, I, think, can, think, about, it, more, more comprehensively, right, so, the, project, I'm working on, right, now, is, kind, of, thinking, about what, if, anything, the, nft, market, shows, us about, the, nature, of, the, markets, and specifically, a, particular, Market, in, in creativity, right, so, the, kind, of, the, big picture, point, is, we've, had, a, Innovation Securities, market, for, a, long, time, we just, couldn't, see, it, right, the, Art Market, has, always, been a, Securities, market, right, when, you invest, in, a, work, of, art, what, you're really, investing, in, is, the, belief, that, a particular, artist, that, their, brand, is going, to, be, more, valuable, in, the, future than, it, is, than, it, is, now, right, you, you

you're, investing, in, your, belief, in, the future, commercial, Goodwill, associated with, an, artist, or, like, you're, investing in, their, cloud right, you're, investing, in, the, belief that, this, that, this, brand, is, going, to have, more, clout, in, the, future, than, it does, now, the, problem, is, we, couldn't, see it, as, a, Securities, Market, because, the objects, got, that, way, right, it, was, the dirty, canvas, and, the, lumpy, Rock right, that, we, thought, people, were investing, money, in, when, they, bought something, in, the, Art, Market, but, that, was always, false, right, but, they, were, always really, investing, in, was, just, a, catalog resume, interview, you're, saying, you're saying, right, if, somebody, buys, a, Picasso right, early, stages, of, Picasso's, career

they're, not, it's, not, actually, about, the art, the, True, Value, becomes, with everything, that, Picasso, paints, posts that, time, you're, investing, in, questions what, you're, buying, is, a, security interest, is, Fame, right, the, object, right the, the, dirty, piece, of, cloth, or, the lumpy, rock, is, just, a, physical, token, that represents, ownership, of, a, ledger, entry on, Picasso's, and, clearly, that, does selling, a, Picasso, doesn't, have, to, happen in, a, sec, regulated, exchange, also, does not, need, to, file, 10K, reports, and quarterly, earnings, reports, uh, does, not have, to, you, know, show, fully, audited financials, clearly, everyone, would, say, of course, Brian, also, is, not, a, quote, unquote

security, TM, of, the, type, that, the, SEC, has because, the, factor, the, SEC, has, never been, on, it, and, regulating, the, Art, Market why, is, that, because, that's, not, what, the SEC, was, created, for, right, right, the, SEC was, created, for, a, purpose, which, was, to make, the, financial, markets, work, in, a more, regular, more, predictable, and, like less, vulnerable, to, fraud, fashion, the, SEC was, not, designed, to, regulate, the, Art Market, right, which, is, again, why, I, think it's, so, important, to, realize, that, when we, say, is, it, a, security, we're, asking, the wrong, question the, question, is, is, it, the, kind, of, thing that, the, SEC, believes, it, has, the expertise, to, regulate, but, that, hurts, too

because, now, we, need, to, get, into, Gary gensler's, brain, I, want, to, come, back, to that, but, I, know, David, is, itching, to, show a, diagram, he, uh, he, put, together, yeah, and this, conversation, really, kind, of, goes, to the, heart, of, what, I, really, want, to impress, upon, the, nft, industry, but, really the, whole, entire industry, of, people, cohort, of, people, who invest, in, assets, you, want, your, asset, to have, security, like, properties, because that, is, bullish, if, you, take, away, the security-like, properties, away, from, your asset, it, is, not, bullish, that, like, there is, a, fundamental, like, association, with security, like, properties, and, being, a bullish, investable, asset, that, has, growth potential, and, so, whether, I'm, investing

in, Tesla, because, I, think, the, Tesla Supercar, Network, and, sales, is, going, to grow, or, I'm, investing, in, my, favorite, nft artist, Nate, Mohler, it's, because, I, both believe, those, things, are, going, to, grow and, that's, bullish, on, it, I'm, bullish, on it, and, I'm, in, bullish, on, the security-like, properties, and, so, Ryan like, you, you, say, and, many, of, the, board Apes, when, I, accidentally, triggered, the board, ape, community, that, got, triggered by, this, like, capital, S, Securities, TM word, but, what, Brian's, saying, and, what we're, talking, about, is, that, Securities as, a, concept, predated, the, SEC, and, I'm saying, we, need, to, plant, our, flag, in, the ground, and, take, back, that, word, and, so I've, created, this, word, called, sparkly Securities, or, Securities, that, have, a

cute, cat, associated, with, them, and, so, I was, working, this, morning, on, this, uh graphic, that, we, are, showing, on, screen which, shows, some, various, spectrums, that I, think, are, all, more, or, less, the, same spectrum, and, so, working, from, top, to bottom, you, see, on, the, left, side, the, cftc logo, and, on, the, right, side, you, see, the SEC, logo, cftc, is, responsible, for regulating, Commodities, the, SEC, is responsible, for, regulating, Securities, TM or, what, Brian, is, saying, Securities, that the, it, thinks, that, it, should, have jurisdiction, over, and, then, in, the, middle we, have, Securities, which, are, like, cute cat, jpegs, and, board, apes, and, crypto punks, and, Pokemon, cards, and, I, also, want to, keep, on, and, I'm, claiming, that, these

are, actually, on, the, same, Spectrum Commodities, on, the, very, far, left, and securities, on, the, very, far, right, and then, I assets, that, you, want, to, invest, in because, you're, bullish, on, them, yes exactly, right, and, not, not, to, say, that being, a, Commodities, not, as, bullish, but I'm, what, I, will, say, is, that, being, having a, higher, threshold, for, bullishness probably, means, you, have, security, like properties, now, there's, this, very important, aspect, which, we, haven't, talked about, yet, which, is, called, material non-public, information, and, this, is, a, a spectrum, that, I, will, put, on, the decentralization, to, centralization Spectrum, and, so, like, things, like, gold coffee, wheat, Bitcoin, are, very, very, very commodity, like, a, perhaps, 100, Commodities

there, is, zero, material, non-public information, about, these, things, as, in there, are, zero, privileged, parties, there are, zero, coordinated, centralized entities, that, know, something, about, gold that, the, generalized, public, does, not know, because, everyone, knows, everything about, gold, and, Bitcoin, and, coffee, now that, is, not, true, for, highly, regulated Securities, TM, things, like, Tesla, Amazon Apple, registered, compliant, Securities there, are, a, centralized, coordinated, team that, does, have, material, non-public information, that, the, public, does, not know, and, that, is, what, makes, the, SEC, say hey, perhaps, we, should, regulate, that, and this, is, the, same, Spectrum, as, the decentralization, to, centralization

Spectrum, where, on, the, left, side, on, the commodity, side, I, have, assets, produced, by nature, and, on, the, right, side, the centralized, side, I, have, assets, produced by, humans, if, a, human, produces, an, asset likely, it's, probably, starting, off, as, a security, whether, it's, a, sparkly, security or, a, heavily, compliant, Securities, TM security, we'll, have, to, go, with, facts, and circumstances, but, I, think, this, is, the spectrum, that, I, really, want, to, drive, the point, home, when, I, say, board, apes, are securities, or, all, defy, tokens, are securities, or, apps, or, Securities, I, mean they're, sparkly, Securities, as, in, and espec, and, this, is, also, where, the, role, of dows, come, in, where, decentralized autonomous, infra, organ, organizations take, what, would, otherwise, have, been material, non-public, information, and, then

they, make, them, public, and, all, of, a sudden, that, moves, maker, token, uni, token Ave, token, away, from, the, Securities, TM end, of, the, spectrum, closer, to, the, middle to, the, left, side, they, have, on-chain, cash flows there, is, no, audited, report, from, you, know one, of, the, big, four, accounting, firms when, all, of, the, cash, flows, are, on, chain right, it's, already, it's, already, there for, you, so, it's, already, material, Public materially, public, exactly, exactly, and, so Brian, I, want, to, pause, and, just, kind, of get, your, take, on, this, graphic, that, we have, on, screen, and, my, rant, for, the, last five, minutes, yeah, yeah, I, mean, I, think there's, a, lot, to, that, right, I, mean, I think, it's, you, know, it's, a, complicated um, ecosystem, with, a, lot, of, moving, parts

so, I, think, this, is, one, useful, way, or potentially, useful, way, of, thinking, about how, to, kind, of, schematize, it, I, might also, distinguish, between, like consumption, goods, and, and, investment Goods, in, a, way, I, might, also, observe, that in, a, lot, of, ways part, of, the, struggle, that, the, SEC, I think, is, is, really, wrestling, with, is understanding, what, its, real, purpose, and Mission, is, in, a, world, where, most, of, the Securities, disclosures, that, they, require are, irrelevant, to, the, overwhelming majority, of, investors, I, mean, in, a, lot, of ways, right, the, existence, of, something

like, the, fraud, on, the, market, concept, is actually, I, think, deeply, corrosive, to, the mission, of, the, SEC, because, it, implies that, invest, most, investors, all, investors really, all, retail, investors, aren't really, paying, attention, to, these disclosures, anyway, they're, just, relying on, on, market, prices, and, in, reality, I think, that, the, overwhelming, majority, of retail, investment, is, driven, by perception, of, brand, Equity, rather, than anything, that, has, anything, to, do, with the, fundamentals, of, particular, companies right, people, are, investing, in, Tesla because, they, believe, that, well, maybe

they, don't, know, but, I, mean, people believe, that, believed, that, Tesla, or Apple, or, Google, or, whatever, was, going, to be, cooler, in, the, future, than, it, was today, they, were, looking, at, the, balance sheets, right, they, weren't, looking, at, the prospectus, they, were, thinking, about, the brand, they, were, thinking, about, brand equity, and, where, it, was, going, to, go, in in, the, future, and, my, sense, is, that, in reality, the, the, people, who, are, really investing, on, the, basis, of, kind, of information, about, the, sort, of, the, actual financials, of, different, companies, they aren't, doing, it, in, the, public, markets they're, doing, it, they're, doing, it privately, right, private, Equity, is, where the, real, the, real, gains, are, when, it comes, to, to, investment, right, so, I, I, for

me, in, a, lot, of, ways, it's, almost, like, a kind, of crisis, of, purpose, or, the, SEC, like, what are, they, what, are, they, there, for, what value, is, SEC, regulation, adding, other than, kind, of keeping, out, players, who, insiders, don't don't, like, anymore, but, for, me, they're really, the, important, thing, to, realize and, I, and, I, really, like, you, know, you're kind, of, sparkly, Securities, analogy, in, a lot, of, ways, because, what, I, think, this ought to, drive, home, to, people, is, to realize, that, the, reason, that, we, invented Securities, in, the, first, place, was, in order, to, give

businesses, companies, access, to, Capital markets, right, the, ability, to, in, effect get, money, that, they, could, use, in, order to, run, their, business, and, generate, more money, but, historically authors, artists, anyone, you, know individuals, didn't, have, that, same, kind of, access, to, the, capital, markets, because there, wasn't, a, tool, you, could, use, to Shell, to, sell, shares, in, in, your Enterprise, as, it, were, now, the, Art, Market was, a, very, limited, version, of, that, but the, Art, Market, is, largely, controlled, by insiders, right, I, mean, there's, a, word, for people, who, invest, money, in, the, Art Market, without, being, an, Insider, that

word, is, sucker [Laughter] right, because, the, only, people, who, ever are, going, to, make, money, in, the conventional, Art, Market, are, the, people who, are, running, the, market, itself, the exciting, thing, about, the, nft, market, and decentralization, is, that, it, took, control away, from, the, Insiders, and, gave, it, to the, kind, of, general, public, or, anyone, who was, participating, in, the, market, in, other words, what, became, valuable, and, popular depended, on, what, nft, investors, in, the aggregate, actually, liked, as, opposed, to what, in, Market, insiders, were, deciding was, was, going, to, be, possible, uh, was

going, to, be, uh, was, going, to, be, uh popular, and, and, I, think, that, like, that for, me, is, what's, really, cool, right, is the, idea, that, all, of, a, sudden individuals, authors, creators, innovators could, have, access, to, the, capital, markets in, this, new, and, totally, previously on, a, kind, of, unavailable, way, well, okay that, excites, me, too, and, by, the, way, that was, in, your, your, your, your, paper, that, I hope, we, come, back, to, after, copyright, uh opponing, nfts, in, the, cloud, economy, which is, absolutely, marvelous, he, came, out without, a, year, ago, and, I, just, finally saw, it, this, morning, but um, here's, a, question, I, have, for, both, of you, with, respect, to, sparkly, Securities we, live, in, a, meme, world, where, words

matter, and, we, have, narrative, battles, all the, time, why, are, you, guys, trying, to fight, the, fight, of, Securities, this, word okay, like, call, them, Capital, assets another, word, for, the, sparkly, Securities is, Collectibles, like, I, understand, the point, that, that, you're, making, in, fact, I didn't, earlier, that, was, the, quizzical face, that, we, saw, earlier, in, the, show, I didn't, now, I, understand, what, you, mean, by this, sparkly, Securities um, but, is, this, the, fight, we, want, to, have do, we, want, to, start, claiming, nfts, and crypto, assets, as, Securities, because, the minute, you, do, I'm, just, picturing, Gary Gensler, popping, his, head, did, you, call, me because, here, I, am, it's, a, security three, times, yeah, exactly, like, imagine, or take, this, imagine, somebody's, sound, Clips this, conversation, that, we're, having

David, Hoffman, nfts, are, securities, David Hoffman, clip, plays, it, in, front, of, uh, you know, meeting, in, Congress, or, something like, this, do, you, know, what, I, mean, like right, this, is, a, hard, narrative, battle guys, like, I, get, the, I, get, the, underlying point, but, do, we, want, to, use, this, word, or is, there, a, better, word, out, there, and then, this, is, exactly, why, I, wanted, wanted to, do, this, episode, in, this, show, and, go down, Ryan, the, Securities, rabbit, hole, and this, is, why, I've, been, like, reading, books about, the, 1929, stock, market, crash, which is, where, we, got, the, SEC, in, the, first place, because, understanding, this, battle I, think, is, crucial, for, the, crypto industry, to, move, forward, and, to, move forward, at, all, and, so, there, I'll, I'll make, the, claim, that, if, we, we, like, I, said

at, the, intro, of, the, show, uh, we, often, say on, Bank, list, that, we, are, speed, running the, history, of, money, and, finance, and sometimes, we, extend, that, to, the speedrunning, the, history, of, human coordination, insecurities, insecurities laws, are, a, part, of, that, story, of, human coordination, if, you, re-roll, the, dice, of humanity, we, will, come, up, with, Securities Law, 100, of, the, time, somehow, some, way, and so, there's, this, resistance, to, the, SEC, in the, crypto, World, perhaps, rightfully, so because, the, Gary, genslers, of, the, world have, not, done, us, a, service, at, all, but there's, there's, there's, two, strategies that, I, see, here, Ryan, where we, fight, the, SEC, in, the, courts, and, we move, that, line, of, what, is, a, sparkly security, to, a, security, TM, closer, and closer, away, to, equities, on, the

traditional, stock, market, and, further, and further, away, from, our, nfts, and, our sparkly, Securities, and, we, that, is, a trench, warfare, very, costly, lawyer, versus lawyer, fight, but, we, just, do, our, best, to push, that, line, the, strategy, that, Brian is, doing, with, his, uh, his, no, action, nft is, the, opposite, where, they, say, okay, Gary everything's, in, a, a, security, Jiu, Jitsu exactly, it's, like, okay, come, regulate, my Pokemon, cards, Gary, do, you, really, want, to do, that, and, so, it's, a, little, bit, like yeah, Gary, everything's, a, everything's, a security, Now, go, off, right, yeah, and so, by, the, way Gary, Come, on, the, podcast and, so, like, what, do, we, want, to, do, and this, is, what, I, why, I, wanted, to, make, this

show, Rhymes, because, I, that, is, the question, that, only, the, entire, crypto industry, can, answer, as, a, collective, but first, we, actually, need, to, be, educated about, Securities, in, the, first, place, okay I, get, I, get, it, so, you, the, play, here, is rather, than, saying, no, gear, no, SEC, these things, these, crypto, assets, aren't Securities, you, guys, are, saying, hey, the definition, that, you're, using, the, Howie test, everything's, a, freaking, security right, and, are, you, sure, you, want, this right, my, question, to, you, though, is, what if, Gary, sorry, Gary, what, if, the, SEC, looks back, at, you, you, know, eyes, unblinking, and says, yeah, that's, what, we, want, we, do, want that, thing, and, you, know, why, I, didn't care, about, pogs, if, I'm, the, SEC, or, Magic the, Gathering, cards, is, because, it's, a

tiny, freaking, Market, it's, a, bunch, of kids, playing, this, is, not, a, tiny, Market we're, talking, about, billions, of, dollars in, assets, that, now, fall, outside, of, my purview, I'm, your, comment, from, earlier and, uh, in, your, post, Brian, was, like, uh you, know, is, this, a, thing, the, fifth, prong is, this, a, thing, that, the, SEC, you, wants to, to, regulate, they, want, to, regulate, big things, big, markets, they, don't, care necessarily, about, small, markets, and, pogs and, little, Collectibles, but, if, it's billions, of, dollars, and, it's International, yeah, they're, gonna, want, a piece, of, that, and, so, my, my, my, future that's, right, but, the, thing, is, the, thing is, you, can't, scare, off, the, SEC, right, you got, to, start, the, conversation, with, them

you, gotta, help, them, understand what's, going, on, and, understand what, they, can, and, should, be, doing, that's going, to, be, productive, instead, of destructive, and, I, think, the, only, way, to start, that, conversation, is, to, kind, of provoke, them, into, understanding, the nature, of, what, they're, looking, at because, the, problem, is, I, volunteer, the SEC, is, a, really, old, agency, that's, really used, to, doing, things, in, its, own, way and, is, really, used, to, interacting, only with, its, client, companies, right, the, SEC is, used, to, dealing, with, Goldman, Sachs and, with, JP, Morgan, and, with, Chase

Manhattan, and, whatever, it's, not, used, to dealing, with, D5, people, and, artists, and crypto, enthusiasts, it, doesn't, know, what to, do, with, them, and, it, doesn't understand, what, they're, doing, or, why they're, doing, it, and, so, I, think, that, you know, you, have, to, I, mean, I, agree, right when, the, SDC, sees, a, big, market, and people, engaging, in, high, value transactions, when, it, sees, something, like you, know, FTX, collapsing, right, it, says, to itself, oh, crap, we, got, to, do, something about, this, right, uh, we, don't, really understand, it, but, it's, got, to, be, in, our wheelhouse, because, this, is, the, kind, of thing, that, looks, like, what, and, also

let's, remember, the, people, ask, them, like legislators, where, were, you, sleep, at, the wheel, like, this, is, when, Hester, purse came, on, that, on, our, podcast, who, I, think is, a, good, faith, regulator, uh, you, know commissioner, of, the, SEC, as, well, is, she was, just, like, yeah, the, problem, is, when things, go, wrong, they, point, to, us, to, come take, care, of, it, right, and, so, they're, mad at, us, if, nft, Market, goes, up, above, a whole, bunch, of, retail, is, hurt, and, then they, people, come, back, to, the, SEC, and, why aren't, you, there yeah, no, 100, 100, and, this, you, know you know, I, don't, know, that, I, necessarily went, about, it, in, the, best, or, most productive, way, necessarily, although, I did, find, it, very, personally, amusing right, but, I, mean, my, whole, point, was, to

try, to, say, to, them, hey, you, should, be getting, out, ahead, of, this, yeah, right, you should, be, thinking, about, what, you're, in the, business, of, doing, as, a, regulator, you should, be, thinking, harder, about, what, you can, do, well, how, you, can, use, the regulatory, Powers, you, have, in, a, way that's, going, to, benefit, the, market, and actually, fulfill, your, regulatory, mandate instead, of, just, bullshitting, all, the time, and, like, that's, what, I'm, really disappointed, about, right, like, look I'm, not, for, or, against, regulation, I'm agnostic, right, I, think, good, regulation is, something, that, we, should, be, happy about, right, I, mean, the, the, whole, idea behind, the, SEC, was, to, make, the, markets work, better, right, and, on, some, level, at least, sometimes, the, government, can, do

that, right, I, mean, it's, in, a, position, to create, rules, that, ultimately, can, solve market, failures, and, make, things, work more, efficiently, but, The, Regulators, have to, take, their, job, seriously, they, have, to think, about, what, they're, doing, they, have to, understand, the, market, they're regulating, and, also, Brian, they, need, to actually, care, because, from, our perspective, Gary, Gensler, is, a, Gary Gensler, maximalist, who, wants, to, promote Gary, Gensler, to, the, top, of, the, power hierarchy, so, if, we're, going, to, ask, this of, our, Regulators, we, need, them, to actually, care, about, their, jobs which, maybe, is, a, hard, thing, to, ask, I, I couldn't, agree, more, but, I, mean, like, look this, this, is, the, disappointment, for, me

like, look, I, am, like on, some, level, I'm, a, troll, but, on, another level, like, look, I'm, a, Whopper, I'm, a fully, promoted, law, professor, at, a, state law, school, right, who's, sending, them, law review, articles, explaining, things, to them, and, they, just, are, like, blowing, me off, and, pretending, like, I, don't, exist, I think, that's, really, weird, and, kind, of unfortunate, and, I, think, it's, sort, of, a shame, that, they, don't, take, their, job seriously, enough, to, ask, like, what, is this, person, telling, us, and, what, are, we missing, what, why, don't, we, call, these things, Collectibles, is, that, not encompassing, enough, yeah, and, the, only reason, I, say, that, is, that, there's, no there's, no, Keck, there's, no, Collectibles exchange, uh, commission, right, and, so that's, Uncharted, Territory, and, so, maybe

we, could, like, I, mean, I, I, think, I, think there's, a, mix right, and, I, I, think, some, some, nft projects, ultimately, really, are fundamentally, collectibles, on, some, level I, think, you, might, also, kind, of, think about, the, market, for, for, Devlin, Goods like, like, luxury, goods, as, sort, of, like sitting, in, between, the, the, two, sort, of polls, as, well, but, it, seems, to, me, right that, they're, really, kind, of, promising exciting, aspect, of, the, nft, one, like, I think, nfts, ultimately, can, be, used, for, a lot, of, different, things, I'm, describing one, market, that, I, see, as, being, like promising, and, having a, lot, of, potential, and, what, I, see, the

potential, as, being, as, is, giving, creators access, to, Capital, markets, to, enable people, to, invest, in, their, project, in, the hope, of, making, a, profit, in, other, words enabling, speculation, in, their, project because, the, reality, is, most, creators, are risk, averse, and, lacking, in, capital, right so, historically, historically, creators have, had, to, sell, in, effect, sell, shares in, their, product, at, a, huge, discount, to the, value, because, they, had, to, sell, to, a publisher, right, and, there's, only, a, few Publishers, the, Publishers, all, the capital, and, the, Publishers, can, can, buy it, for, next, to, nothing yeah, well, almost, there, being, but, like

but, think, about, it, right, you're, an author, you, go, to, a, publisher, they, don't know, in, advance, what's, going, to, be popular, and, honestly, They, Don't, Really Care, right, it, doesn't, matter, to, them whether, or, not, you're, successful, all they, care, about, is, that, they, publish, a bunch, of, stuff, some, of, it, ends, up, being popular, and, they, make, money, by, selling whatever, it, turns, out, people, yeah, you're saying, the, reason, collectibles, in, the fit, is, because, it's, it's, disingenuous it's, not, actually, true, it's, some, of these, things, aren't, Collectibles, they truly, are, like, investments, in, they, they do, the, four, prongs, of, the, Howie, test just, not, the, fifth, and, that, is, a, that, is the, truth, of, the, matter, and, so, you're kind, of, like, it's, like, yes, let's, call, it what, it, is, that's, exactly, right, so, like and, I, think, the, art, Market's, a, great

example, of, that, right, because, again people, think, of, the, Art, Market, as, a market, for, objects, but, it's, not, right the, object, itself, is, not, valuable, the only, thing, that's, valuable, in, the, Art Market, as, an, investment, Market, in, art, is the, attribution right, because, in, the, absence, of, the attribution, the, the, art, object, the physical, token, is, worthless, right, as soon, as, that, relationship, to, the, artist is, severed, as, soon, as, you, don't, have, the brand connection, the, object, is, is, just, a consumption, it's, just, decoration, it's not, it's, not, an, investment, good anymore, so, what, you're, what, you're buying, is, a, share, in, the, artist, career that's, what, you've, always, been, buying and, that's, what's, so, cool, about, it, it's

just, we, couldn't, see, it, because, the object, got, in, the, way, the, cool, thing about, the, nft, market, is, it, got, rid, of the, physical, token, and, all, of, a, sudden we, could, see, how, the, market, actually worked, right, yeah, and, some, people, are like, I'll, right, click, save, that, and, the nft, owners, are, like, please, do the, more, you, talk, about, me, the, more, you pump, my, project, the, happier, I, am, nothing could, be, better, than, you, reproducing, the work, and, like, for, me, again, as, a copyright, scholar, this, is, really exciting, right, because, the, problem, is we've, sort, of, we've, internalized, this artificial, scarcity, right, but, we, got, to remember, copyright, was, always, just, a tool, for, Innovation, policy, and, the reason, we, invented, copyright, was, to

enable, Publishers, to, invest, in, the production, and, distribution, of, works, of authorship, copies, of, works, of, authorship with, some, degree, of, financial, certainty right, in, other, words, it, reduced, the, risk for, Publishers, it, was, never, about authors, right, it, was, always, about Publishers, producing, copies, well copyright, was, a, pretty, decent, solution, a pretty, decent, way, of, reducing transactions, costs, when, publication, and distribution, were, expensive, but, guess what publication, and, distribution, the marginal, cost, is, zero, now, we, get everything, digitally, the, marginal, cost is, nothing, we, don't, need, it anymore, right, this, is, uh, this, is, getting into, your, article, which, I, definitely

want, to, want, to, get, into, and, I, think that'll, be, the, theme, for, the, second, half of, the, show, we've, got, a, little, bit, over but, just, to, tease, what, we're, going, to talk, about, in, the, second, half, of, the show, is, exactly, what, you're, getting, into and, there's, something, very, deep, that both, Ryan, and, I, really, really, resonated with, your, article, and, it, was, something very, uh, close, to, the, metal, of, what crypto, is, here, to, do, which, is, replace, uh ad, hoc, kind, of, Patchwork, laws, that, are doing, something, but, not, really fulfilling, their, intended, uh, service, and then, replacing, them, with, a, market, so, I think, that, is, going, to, be, what, we, talk about, in, the, second, half, of, the, show, but first, we, have, to, talk, about, some, of these, fantastic, Bank, list, tools, from, our sponsors uniswap, is, the, largest, on-chain

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Brian's, article, about, copyright, law, this morning, and, you, like, me, you, thought, it was, a, one, of, the, more, fantastic, pieces of, literature, we've, ever, read, in, the crypto, space, so, Brian, I'm, wondering, if you, can, kind, of, summarize, the, nature, of your, article, we, need, to, start, with, a primer, about, like, what, is, copyright, law why, is, it, why, is, the, format, of, copyright law, incomplete, or, could, be, better, like why, is, it, broken, and, then, how, do, you think, uh, nfts, might, actually, fix, this because, you, kind, of, just, like, summarize your, article, for, us, for, sure, for, sure, so I, think, the, big, picture, point, to, take away, about, copyright, law, is, it, copper well, I, was, always, a, policy, tool, designed to, solve, certain, kinds, of, market failures, right, so, we, created, copyright

because, Publishers, needed, to, be, able, to invest, with, some, kind, of, security, or expectations, about, the, future, in, the production, and, distribution, of, Works copies, of, works, of, authorship, because, it was, expensive, right, printing, copies, was expensive, Distributing, copies, was expensive, knowing, how, many, sales, you'd have, what, involved, a, lot, of, uncertainty copyright, was, a, way, of, minimizing competition, in, the, production, and distribution, of, works, of, authorship, in, a way, that, made, it, more, economically feasible, for, producers, for, for Publishers, to, do, that, and, and, we, use that, tool, because, we, value, the production, and, distribution, over, we, like

to, consume, consumers, like, works, of authorship, we, enjoy, consuming, them, and in, the, absence, of, copyright, our presumption, was, we, would, get, less, of that, than, we, expected, and, what, we're doing, here, Brian, is, this, is, um a nation-state, enforced, a, tool, that, we're doing, in, order, to, incent, that, outcome, of authors, producing, more, work, and, of course, and, of, course, copyright, didn't exist, until, the, printing, press, did didn't, exist, before, the, printing, press okay, so, new, technology, brought, on, the the, need, for, copyright, which, was, you know, ultimately, enshrined, in, kind, of nation-state, tools, which, is, the, law um, as, always, as, the, cost, of, reproducing works, of, authorship, decreased, it, became

a, viable, business, model, and, copyright was, developed, actually, privately, right, I mean, copyright, was, created, by, the stationers, company, in, London, initially it, was, industry, self-regulation, right, it wasn't, enshrined, into, law, until, hundreds of, years, after, the, the, stationers company, in, in, effect, the, guild, kind, of quasi-private, uh, quasi-governmental agency, created, it, in, the, first, place, its members, effectively, agreeing, that, that form, of, competition, regulation, would facilitate, their, ability, to, engage, in their, business, practices, my, point, in, the paper, is, that, look, copyright, was, a policy, tool, that, fit, the, technology, of

the, day, and, fit, a, lot, of, the, technology for, better, and, for, worse, for, hundreds, of years, afterwards, right, but, when, the technology, changed, it, stopped, being, a valuable, policy, tool, right, because copyright, was, designed, for, a, world, in which, publication, and, distribution, costs were, high but, publication, distribution distribution, costs, are, now, zero, the marginal, cost, of, reproducing, or Distributing, a, work, of, authorship, is nothing right, we, live, in, a, digital, world, where we, have, abundance, and, we, don't, need, that kind, of, artificial, limitation, on, the distribution, of, copies, anymore, what scarce, is, clout right, and, so, we, need, to, be, thinking

about, is, how, do, we, manage, the, market, in Cloud, because, that's, where, we're, really leaving, the, money, on, the, table, right, so like, I, think, one, kind, of, really, easy, and approachable, angle, is, to, think, about, it this, way, right, so, everyone's, heard, the Kardashians, right, but, the, Kardashians, as the, Kardashian, Kim, Kardashian, couldn't exist, as, a, business, proposition, without social, media right, she, needed, social, media, in, order to, create, her, brand, and, sell the, brand, in, the, various, ways, that, that she, was, able, to, sell, the, problem, is problem, I, mean, Kim, Kardashian's, doing just, fine, but, you, know, what, Kim

Kardashian, is, only, internalizing, a, tiny fraction, of, the, social, value, that, she's generating, right, think, about, how, many people, are, talking, about, Kim, Kardashian right, now, right, she's, generating, massive massive, social, value, but, so, much, of, it is, just, left, on, the, table, right, she can't, internalize, it, she, has, no, way, of monetizing, it, she, has, to, do, it, by, proxy right, by, doing, endorsements, by, selling products, by, you, know, whatever advertisements, you, you, name, it, right what's, exciting, to, me, right, or potentially, really, exciting, to, me, about the, nft, marketplace, is, that, it, enables people, with, clout to, sell, the, clout, directly, right, to, sell

the, social, value, to, speculators, who, want to, invest, in, their, future, social, value and, it, gives, them, a, huge, Market, that didn't, exist, before, right, but, think about, it, in, a, copyright, Market, when, an author, was, selling, works, the, Publishers there's, only, a, limited, number, of Publishers, the, Publishers, don't, want, to buy, that, much, stuff, the, Publishers, don't necessarily, like, competing, with, each other, that, much, authors, are, in, a, bad place, right, they, don't, have, any, Market power, right, but, in, an, nft, marketplace right, where, you're, selling, to, a, broad investment, a, huge, number, of, speculators all, of, whom, are, competing, for, the ability, to, invest, in, in, your, project, all of, a, sudden, the, market, power, can, shift right, if, you've, got, Cloud, you, can, sell, a

lot, more, and, make, a, lot, you, can, claim, a much, bigger, percentage, of, the, potential future, value, of, whatever, it, is, so, this is, back, to, First, principles, which, is, why I, really, love, the, way, you, think, is basically, copyright, was, put, together, for a, purpose, which, was, a, public, policy purpose, to, incent, the, production, of, Art and, artist, material, and, you, know, written form, in, in, in, all, sorts, of different forms, right, it, was, meant, to, incentivize human, culture, yes, and, human, is, a, human uh, public, good, human, coordination mechanism, in, order, to, do, that, you, make the, proposition, that, because, of, nfts, and this, kind, of, ownership, economy, you, call it, kind, of, this, Cloud, economy, we, may, not

even, need, copyright, any, longer, because this, is, the, scarce, thing, in, its, purest form, in, an, internet, weight, of, native World, by, the, way, bankless, listeners, will know, we've, already, compared, the, birth, of the, internet, to, basically, gutenberg's printing, press, it, is, that transformational, of, the, Technologies just, happened, within, our, lifetimes within, the, last, 30, years, so, it's, that big, I, guess, our, laws, are, going, to, have to, change, obviously, they, will, have, to change, obviously, we'll, have, to coordinate, differently, and, what, you're saying, is, you'd, go, as, far, as, to, say, is basically, this, is, um, this, is, another business, model, for, artists, to, solve, that coordination, problem, to, solve, that tragedy, that, comes, what, if, we, lived, in, a world, where, no, artist, was, incented, in order, to, to, create, their, art, wouldn't

that, be, but, what, I, think, is, especially crazy, about, it is, it, at, the, business, model, that's, been around, for, hundreds, of, years, right, it's just, the, Art, Market it's, just, the, Art, Market, but, applied, to everything, and, nfts, what, I, think, is, like to, like, one, thing, I, noticed, when, I, first started, getting, really, interested, in, the nft, web, stream, space, is, people constantly, would, say, to, me, oh, but, it's no, different, like, you, could, do, that without, nfts, you, don't, need, it, I'm, like yeah, that's, true, you, can, do, a, lot, of things, with, the, spreadsheet, right, the point, is, the, nft, marketplace, right, the nft, technology, reduced, the, transactions costs, just, enough, that, all, of, a, sudden that, latent, demand, exploded, right, and, so

whatever, I, was, seeing, here, Brian, is, and what, and, what, you've, like, woken, me, up, to is, that, we, have, two, different Technologies, here, we, have, uh, the proliferation, of, human, culture technology, and, and, you're, making, the point, that, as, soon, as, we, got, to, the internet, uh, the, pro, the, cost, of proliferating, art, dropped, to, zero, which is, bullish, but, then, we, needed, some, ad hoc, kind, of, copyright, law, to, really allow, that, to, be, expressed, and, so, we created, that, but, now, what, I'm, seeing here, is, not, now, we, have, this, printing press, technology, which, is, the, internet but, now, we, also, have, the, printing, press of, assets, which, is, ethereum, nfts, tokens and, these, two, technologies, really, really resonate, and, like, they, Vibe, with, each

other, really, really, well, to, the, point where, we, can, totally, circumvent, the whole, like, laws, aspect, of, this, and, still get, the, original, purpose, done, which, is to, incentivize, the, creation, of, human, art and, culture, because, we, have, an, equally Pro, proliferatable, medium, of, value capture, which, are, nfts, that's, right that's, right, if, you, just, think, about, the premise, of, copyright, the, reason, it's such, a, bad, fit, for, our, new, technology becomes, obvious, because, the, premise, of copyright, is, artificial, scarcity but, we, don't, need, artificial, scarcity, in the, world, of, perfect, abundance, right works, of, authorship, are, natural, public

goods, they, aren't, diminished, by consumption, you, don't, use, them, up, as many, people, can, consume, them, as, can, get a, copy, all, copyright, is, doing, is imposing, artificial, costs, on, consumption and, the, only, justification, kind, of policy, justification, that, still, exists for, copyright, is, to, encourage, the production, of, the, works, in, the, first place, but, copyright's, always, been, a terrible, way of, encouraging, the, production, of, works and, it, never, really, benefited, artists all, that, much, because, the, overwhelming majority, of, artists, get, no, benefit, from copyright, whatsoever, because, no, one's interested, in, consuming, what, they produce, right, the, only, people, who benefit, from, copyright, are, successful awareness

right, and, you, only, get, successful, down the, line, when, you're, selling, a, lot, when you're, selling, a, lot, of, stuff, the, the cool, kind, of, concept, for, me, is, is, this idea, that, we, can, encourage, people, to consume, as, much, as, possible, right, and that's, good, for, artists, because, the, more people, consume, your, work, the, more, your clout, will, grow, the, more, your, Fame, will grow, and, that, clout, that's, where, the real, value, is, so, this, is, not, limited copies, this, requires, people, to, um flip the, model, on, their, heads, too, right, so like, so, okay, so, uh, in, order, for, this stick, to, come, to, pass, to, artists, will have, to, take, it, upon, themselves, because I, think, artists, mostly, think, in, a

copyright, world, still, the, the, older school, and, this, might, come, about, it, this might, take, a, generation, to, to, fully, come about, where, you, get, a, new, generator, of artists, in, the, old, generation, kind, of dies, out, but, like, the, model, is, flipped rather, than, like, it's, don't, download, my song um, you, know, without, paying, me, royalty the, model, is, flipped, to, download, all, my songs, because, I, have, an, nft, and, the, more popular, this, thing, becomes, but, you, know what, but, you, know, what, some, artists, get it, right, so, I, understand, I, have, a, friend in, England, he's, a, musician, goes, by, the name, Simon, in, delicate, he's, been, an indie, rock, musician, for, a, long, time um, but, always, kind, of, you, know struggling, as, any, indie, rock, musician would, to, like, make, money, selling, copies

of, his, works, when, I, got, interested, in nfts, I, proposed, to, him, that, we, kind, of rethink, the, model, right, so, he, created, a he, wrote, an, album, called, Arcadia, Park which, was, a, soundtrack, for, an, imaginary theme, park, and, what, he, did, was, sell, an nft, collection, that, were, Perpetual admission, tickets, to, Arcadia, Park, and, he sold, them, for, I, think, like, 0.1, each, or something, like, that, like, 50, tickets something, like, that, and, his, proposition was as, soon, as, I, sell, all, 50, of, these tickets, I'm, going, to, put, the, album, in the, public, domain, because, that's, as, much money, as, I, need, to, make, in, order, to, make that, project, like, viable, for, me, as, a Creator, he, sold, the, nft, collection, in

less, than, 15, minutes, and, he, put, the, work in, the, public, domain, and, so, now, anyone can, use, it, in, any, way, they, want, to, and it's, not, controlled, artificially, limited by, copyright, at, all, and, I, think, that that's, really, the, kind, of, future, that, I want, to, see, for, Creative, production because, he, made, more, money, in, 15, minutes with, that, album, than, he'd, made, in, years and, years, and, years, on, all, of, his previous, albums, combined, it's, like, the reason, why, this, like, really, resonates with, with, me, and, I'm, sure, Ryan, too, is like, we're, kind, of, public, goods, Maxis that's, really, what, I, see, cryptos, here, to do, is, to, help, scale, public, goods, and, I'm and, this, is, why, I, think, this, episode, in this, conversation, is, really, really resonating, with, me, and, I'm, sure, a, bunch

of, the, bankless, nation, is, that, this, is now, a, conversation, and, we've, figured, out a, technology, to, increase, the, supply, of public, domain, culture, knowledge, and knowledge, is, a, public, good, culture, is, a public, good, it, benefits, all, of, us, and we've, found, a, way, to, resonate, to, and, to scale, that, out, if, we, just, can, find, a, way for, the, nation-state, to, understand, this and, to, make, their, laws, catch, up, to, where we, are, with, technology, it's, also, David it's, just, so, we've, solved, the, public goods, problem, in, a, better, way, so, we, get more, public, goods, right, we, get, more artists, benefiting, we, get, more, culture we, get, more, art, we, get, more, of, these things, it's, also, now, that, you, look, at, it like, this, it, is, a, native, technology, for the, Internet, isn't, it, like, the, internet

was, missing, this, like, so, so, go, think, of all, the, dmca, takedowns, of, things, right copyright, infringement, on, YouTube, Boom it's, gone, or, like, do, you, remember the earlier, days, of, like, you, know, Napster and, all, these, file, sharings, of, you, know selling, uh, yeah, or, not, selling, but downloading, MP3s, right, and, all, of, kind of, the, like, no, information, wants, to, be free, information, wants, to, be, free, so, why don't, we, just, go, with, the, gravity, of, the internet, free, all, of, the, information, and charge, for, the, clout, charge, for, the authenticity, what, is, that, cloud, charge that's, in, the, form, of, a, token, called, nft and, that's, the, model, for, the, internet for, artists, for, art, that, solves, our, our coordination, problem, in, a, much, more seamless, internet, native, way, and, which

is, what, Brian, is, saying, is, actually resonant, with, what, the, investable, case for, these, things, are, in, the, first, place and, I, think, the, secret, sauce, for, me, is speculation speculation, is, is, really, really important, people, want, to, be, able, to speculate, on, what's, going, to, be, valuable in, in, the, future, and, I, I, think, that introducing, speculation, to, the, creative economy, introducing, speculation, to, the creative, economy, from, the, perspective, of the, consumer, is, actually, I, think, an incredibly, like, Monumental, shift you, can, speculate, in, the, Future, Fame, of whatever, you, think, is, cool, can, I, just

read, a, quote, because, so, we'll, have, to have, you, back, on, Brian, because, there's, a whole, other, conversation, if, people, will doubt, what, you, just, said, which, is they'll, be, like, but, no, Brian, speculation is, bad, we've, people, get, hurt, we've, seen all, sorts, of things, that's, separate conversation, let's, park, that, for, now, I want, to, connect, this, copyright conversation, to, the, Securities conversation, we're, having, earlier, there was, a, quote, from, your um, uh, your, article, by, the, way, we'll share, all, of, these, links, in, the, show notes, guys, so, you, have, these um, but, uh, you, said, this, the, nft, market is, really, a, Securities, Market, with authors, as, the, companies, and, works, as particular, categories, of, shares, we, read that, again, because, I, think, it's, really interesting, the, nft, market, is, really, a Securities, Market, with, authors, as, the

companies, and, works, as, as, particular categories, of, shares that, is, the, connection, Point, here between, uh, you, know, security, sparkly Securities, as, we, talked, about, uh, and nfts, and, that, by, the, way, guys, is, the justification, for, why, Brian, can, write, an article, that, says, nfts, are, securities and, that's, a, good, thing, okay, so, you, mean sparkly, security, that's, the, thing, I didn't, get, and, you, probably, won't, get until, you, read, some, of, these, things, that we've, been, talking, about, or, listen, to this, episode, in, more, detail um, and, that's, what, this, is, really, all about, and, you, probably, heard, Dave, and, I get, so, excited, about, this, and, like talking, over, each, other, that, sort, of thing, is, because, guys, this, is, look, we're starting, 2023, it's, like, why, are, we, here

crypto, why, are, we, here, we, forgot, why, we were, here, last, year, didn't, we, uh, we're not, all, these, wild, abuse, chases, uh, why we're, here, is, to, solve, public, goods problems, to, solve, Court, human coordination, problems, without necessarily, using, the, non-in, internet native, tools, of, the, nation-state, right these, are, opt-in, tools, uh, and, so, that's what, the, crypto, technology, is, it's, a Freedom, technology, helping, us, coordinate better, and, after, all, isn't, that, what humans, are, here, to, do, coordinate, better isn't, that, what, civilization, is, it's better, coordinating, this, is, a, technology level, up, for, all, of, us, on, the, social layer, at, a, level, that, is, so, profound, and I, think, in, In, the, Heat, of, 2022, and looking, at, SPF, and, and, three, hours

Capital, all, these, things, people, lose sight, of, that, because, they're, so distracted, by, the, scammers, and shenanigans, going, on, and, they, lose, sight of, why, we're, here, but, this, exactly, is pinpoint, why, we're, here, Brian, that's, why we're, so, excited, to, have, you, on, actually talk, about, Securities, uh, you, know, not, TM but, sparkly, securities yeah, no, this, is, great, I, really, enjoy, I really, enjoyed, I'd, be, delighted, to, come back, anytime, and, I, got, a, bunch, of, nft and, web3, related, papers, as, well, as copyrights, what's, your, next, what's, your next, prank, though buddy, the, next, prank I, love, your, trolls, it's, a, great, I, don't want, to, spoil, it, but, um okay, I, I, do, have it, I, I, I'm, a, big, proponent, of, plagiarism so, I, have, I, have, another, plate, I, have, a

pledge, of, tea, paper, coming, out that's, awesome, we, need, more, uh troublemakers, in, in, the, crypto, industry of, the, good, kind, that, Brian, is, not, the SBF, kind, those, are, the, bad, troublemakers we, wanted, not, yeah, not, not, only, am, I, a plagiarist, but, I'm, also, a, plagiarism apologist, so, uh, I, I, created, with, the help, of, some, people, at, Creative, Commons a, plagiarism, tool, so, all, of, my, uh, all the, articles, I, write, are, available, for anyone, to, appropriate, as, their, own, if they, want, to, be, the, author, of, them, all right, well, let, me, ask, you, this, because you're, a, law, professor, right, Brian so, if, I, was, in, your, classes, is plagiarism, uh, legal, for, me, can, I, turn, in a, paper, that's, plagiarized, I, encourage my, students, okay, all, right I, need, to, hear, more, about, this, this, is

cool, anyway, we, should, probably, close, it here, David, uh, Brian, thank, you, so, much for, coming, on, this, is, exactly, my pleasure, the, show, I, wanted, to, to, produce and, so, thank, you, for, writing, your article, and, thank, you, for, coming, on, and talking, about, this, I, think, I, hope, a, lot of, the, bank, list, Nation, can, uh, walk, away from, this, with, a, newfound, appreciation for, sparkly, Securities, and, also, where that, line, is, between, uh, Securities, TM and, SEC, nation, state, regulated, security so, Brian, thank, you, coming, for, coming, on and, helping, us, tell, that, story, my pleasure, thanks, for, having, me, it, was, a great, pleasure, gotta, end, it, here, guys, uh of, course, David, is, very, sorry, to, all, the board, uh, yacht, club, members, but hopefully, clarified, this, episode, what, he actually, meant, uh, we'll, include, some links, in, the, show, notes, including, an

action, item, read, the, article, after copyright, poning, nfts, in, the, cloud economy, that, Brian, wrote um, I'm, a, little, rusty, here, but, let, me see, if, I, can, get, out, the, dress, and disclaimers, David, eth, is, risky, all, of crypto, is, risky, so, is, D5, you, could definitely, lose, what, you, put, in, but we're, headed, west, this, is, the, frontier it's, not, for, everyone, but, we're, glad you're, with, us, in, 2023