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Decentralized Autonomous Organizations (DAOs) are blockchain-based entities that pool digital assets, automate governance through smart contracts, and enable collective decision-making—challenging traditional corporate structures. By attempting to avoid hierarchies and centralized control, DAOs promote transparency and global participation, while raising complex questions around liability, governance, and regulation in the digital age.
This authoritative volume places DAOs within the framework of corporate law, offering a rigorous, interdisciplinary analysis of their evolution and potential. Written by a global team of scholars from the United States, United Kingdom, continental Europe, Australia, and Asia, the book combines cutting-edge blockchain research with legal expertise. It traces DAOs from their idealistic origins as code-based systems designed to replace traditional law, to practical adaptations in Swiss associations and bespoke legal forms in U.S. states such as Wyoming.
Key chapters explore legal debates, historical parallels with early corporations, and governance innovations that expand participation while testing accountability. Case studies highlight DAOs' diversity and adaptive governance, while additional chapters address bankruptcy, international law, dispute resolution, collective investment, and DeFi regulation. Forward-looking perspectives consider DAOs' legal integration, limitations, and emerging intersections with AI.
Ideal for academics, policymakers, investors, and professionals navigating Web3,
Foundations of Decentralized Organizations: Blockchain and the Future of Corporate Law reveals DAOs' transformative potential to reshape corporate law and organizational design.
List of contents
- Introduction
- Part I - DAOs as an Innovation in Corporate Form
- 1: Nina Reiser: DAO Legal Forms Around the World
- 2: Shawn Bayern: Are Bespoke DAO Forms Needed in Organizational Law?
- 3: Michael Schillig: DAOs and the History of Corporate Law
- Part II - DAO Governance
- 4: Jill E. Fisch: DAOs and Corporate Governance
- 5: Morshed Mannan and Primavera de Filippi: The Fiduciary Duties of Network Participants of Blockchain Systems
- 6: Daniela Gandorfer and Eva Micheler: DAOs: The Theory of the Firm and Ostromian Perspectives
- 7: Darcy W.E. Allen, Chris Berg, Aaron M. Lane, Jason Potts: DAOs are Adaptive Governance Engines
- Part III - Legal Considerations
- 8: Kara Bruce, Christopher K. Odinet, and Andrea Tosato: DAOs in Financial Distress
- 9: Florence Guillaume: Choice of Court Agreements in Disputes Involving DAOs
- 10: Bianca Kremer: Code, Community, and Conflict: DAO Disputes
- 11: Nizan Geslevich Packin and Anat Alon-Beck: DAOs for Collective Investment: An Emerging Paradigm
- 12: Iris H-Y Chiu: Regulating Decentralized Finance: How Financial Regulation Sheds Light on Governing DAOs
- Part IV - The Future of DAOs
- 13: Jason Grant Allen and Peter Hunn: The Law of Digital Organizations: A Prospective
- 14: Edmund Schuster and Kelvin F.K. Low: What Do DAOs Really Contribute?
- 15: Kevin Werbach: Out of Control: DAOs, AI and the Question of Autonomy
About the author
Kevin Werbach is the Liem Sioe Liong/First Pacific Company Professor and Chair of the Department of Legal Studies and Business Ethics at the Wharton School, University of Pennsylvania, where he directs the Wharton Blockchain and Digital Asset Project. He has served on the Obama administration's presidential transition team, founded the Supernova Group (a technology conference and consulting firm), led internet policy at the Federal Communications Commission, and created a massive open online course with nearly 500,000 enrollments. His books include
After the Digital Tornado: Networks, Architecture, Humanity (Cambridge University Press, 2020) and
The Blockchain and the New Architecture of Trust (MIT Press, 2018).
Eva Micheler is Professor of Law at the London School of Economics Law School. She studied law at the University of Vienna and the University of Oxford before joining LSE in 2001. She also serves on the management committee of the Systemic Risk Centre at LSE. Professor Micheler was a TMR Fellow at the Faculty of Law, University of Oxford. She has advised the UK Government, the European Commission and the European Securities and Markets Authority. Her books include
Company Law: A Real Entity Theory (Oxford University Press, 2021) and
Property in Securities (Cambridge University Press, 2007).
Bianca Kremer is Senior Fellow at the Wharton Blockchain and Digital Asset Project (BDAP) at the Wharton School, Postdoctoral Researcher at the Zug Institute for Blockchain Research at the University of Lucerne, and Legal Counsel at MME Legal
