A significant legal development occurred for Lido DAO as the U.S. District Court for the Northern District of California ruled against the decentralized autonomous organization (DAO) in a high-stakes lawsuit. Lido DAO had argued that it was not a legal entity and, therefore, could not be held accountable in court. However, the court rejected this argument, determining that Lido DAO operates as a general partnership under California law, thus making it subject to legal liability.
The lawsuit was initiated in December 2023 by Andrew Samuels, a former Lido DAO token holder, after suffering substantial financial losses due to the decline in the value of the DAO’s governance token, LDO. Samuels contended that Lido DAO and its governance token violated federal securities laws by not registering the token as a security. The case reflects broader regulatory efforts targeting entities within the decentralized finance (DeFi) space, with the court ruling that decentralized governance does not exempt DAOs from complying with regulatory requirements.
Samuels’ legal team focused on the centralized nature of Lido DAO, pointing out that a significant portion of the LDO tokens—64%—was controlled by founders and early investors. They argued that this concentration of power provided disproportionate influence over the organization’s governance decisions. This centralization, according to the plaintiffs, raised questions about whether Lido DAO truly operates as a decentralized entity or whether it functions more like a traditional business with centralized control.
The lawsuit also highlighted the role of institutional investors, including Paradigm, Andreessen Horowitz’s a16z, and Dragonfly Digital Management, accusing them of being involved in the governance and business operations of Lido DAO. The court found that these investors might face legal exposure alongside the DAO, as their involvement potentially made them complicit in any regulatory violations.
The complaint also detailed how Lido DAO promoted its governance token through social media and facilitated listings on centralized exchanges. Samuels argued that these actions could be seen as solicitation, linking the DAO directly to the purchase of the LDO token, even though it was acquired through secondary markets. The court agreed that the DAO’s promotional activities created a connection to the transactions, which might result in legal liabilities for the organization.
Lido DAO is one of the largest liquid staking protocols, managing over $30 billion in assets according to data from DefiLlama. The court’s ruling represents a significant challenge for the DAO, as it sets a legal precedent for holding DAOs accountable under existing legal frameworks.
The decision also reflects growing scrutiny from regulators over the DeFi sector. As DAOs continue to grow and attract significant investment, the question of their legal status and compliance with securities laws is becoming increasingly important. The ruling in this case could have far-reaching implications for other decentralized platforms in the DeFi space.
Samuels is seeking damages for his financial losses, along with a jury trial and coverage of legal fees. While this case is ongoing, its outcome could have major ramifications not just for Lido DAO, but for the entire DeFi ecosystem. If the court continues to rule against DAOs’ claims of legal immunity, it could lead to a wave of lawsuits and greater regulatory oversight within the space.
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