In this episode of Edge of NFT,  Josh Lawler, attorney and leader of the Emerging Technologies Group at Zuber Lawler, joins Richard Carthon for a deep dive into the legal landscape of Web3, blockchain, and emerging technologies. Josh specializes in securities law, mergers and acquisitions, and other complex legal areas within emerging industries like blockchain and AI. He shares insights into the current regulatory challenges for blockchain, the evolving impact of intellectual property law, and the intersection of artificial intelligence and crypto.

This episode is sponsored by Zuber Lawler, a selective law firm with expertise in emerging technologies like AI, blockchain, and the metaverse. They represent clients worldwide from eight offices, offering strategic solutions in areas like intellectual property, mergers and acquisitions, finance, antitrust, and more.

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Please enjoy!

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Key Topics Covered:

• Blockchain and Regulatory Challenges: Josh shares his thoughts on the regulatory hurdles blockchain companies face, including how upcoming U.S. elections could affect legislation for distributed ledger technology.
• Ripple Verdict and its Implications: Josh breaks down the significance of the Ripple verdict and why it could reshape the future of the SEC’s regulatory approach toward blockchain projects.
• Meme Coins and Legal Considerations: Josh provides insights on the legal complexities of meme coins, including the risks and strategies meme coin creators should consider to stay compliant.
• The Intersection of AI and Blockchain: Josh explains how blockchain can democratize access to AI, why it's critical to keep AI innovation open-source, and the legal protections that companies should prioritize as they develop AI-based blockchain solutions.

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What was your favorite quote or lesson from this episode? Please let us know in the comments on YouTube. https://www.youtube.com/@edgeofnft/

Episode Highlights:

• Josh Lawler: “The Ripple verdict triggers an appeal timeline that could ultimately reshape the SEC’s approach to regulating blockchain tokens and securities. This is a massive development for the entire industry.”
• Josh Lawler: "Staking has become an overused term in the space—it's not staking unless you're putting resources at risk. What most projects call staking is just a supply-demand mechanism."
• Josh Lawler: “AI and blockchain, if done right, can be humanity’s next big leap, but we must ensure that access to AI isn’t monopolized by major tech companies.” 

For the full transcript, see further below. 

People and Resources Mentioned: 

• Zuber Lawler – Zuber Lawler Official Website
• SEC (Securities and Exchange Commission) – SEC Official Website
• Ripple Case – Ripple Legal Case Overview (SEC press release about Ripple)
• Morpheus (AI + Blockchain) – Morpheus Network
• SingularityNET – SingularityNET Official Website
• Fetch.AI – Fetch.AI Official Website
• Solana – Solana Official Website
• Perplexity AI – Perplexity AI Official Website

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About Our Guest:

• Bio: Josh Lawler leads the Emerging Technologies Group at Zuber Lawler, specializing in legal matters related to blockchain, artificial intelligence, and mergers & acquisitions. Josh has a keen interest in how technology can solve real-world problems, and he actively advises Web3 companies on how to navigate the complex legal and regulatory environment surrounding emerging technologies.

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• Twitter: @JLawlerCal
• LinkedIn: Josh Lawler

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Disclaimer:

This is not financial or tax advice. Edge of NFT content is strictly educational and is not investment advice or a solicitation to buy or sell any assets or to make any financial decisions. Whenever making financial decisions, we recommend doing your own research and talking to your accountant for financial advice. Disclosure: From time-to-time we may feature sponsored content for which we receive value and we may share links for which we receive a commission if you make a purchase through one of these links. See our full Disclaimer (https://www.edgeofnft.com/disclaimer), Terms & Conditions (https://www.edgeofnft.com/terms-of-use), Privacy Policy (https://www.edgeofnft.com/privacy-policy), and Copyright Notice (https://www.edgeofnft.com/copyright-notice) for details. 

Full Episode Transcript:

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 Josh Lawler: Hi, this is Josh Lawler, attorney and leader of the emerging technologies group at Zuber Lawler. I help clients navigate the complex legal landscape of emerging technology. You're tuned into the Edge of NFT, the show that helps you navigate the future of all things Web3. Keep listening.

Richard Carthon: Welcome to the Edge of NFT, the podcast that brings you the top 1 percent of Web3 today and what will stand the test of time. We explore the nuts and bolts of the business side, and also the human element about Web3 is changing the way we interact with the things we love. This podcast is for the dreamers, disruptors, and doers who are pumped about this ecosystem and driving where it goes next.

Richard Carthon: Welcome to the Edge of NFT. The podcast created by Jeff Kelly, Ethan Jenny, and Josh Krieger, featuring a variety of top-notch guests and other hosts like myself, Richard Carthon.

Richard Carthon: It's another production of the Edge Hub Company, a quickly growing media ecosystem, empowering the pioneers of Web3 tech and culture and responsible for other groundbreaking endeavors like the OuterEdge Innovation Festival in LA and Riyadh.

Richard Carthon: Today's sponsored episode features Josh Lawler, who specializes in mergers and acquisitions and securities law, focusing on emerging industries like cannabis and distributed ledger technology. He works with private equity groups, companies, and international clients across 20 countries handling complex cross-border transactions.

Richard Carthon: Zuber Lawler is one of the most selective firms in the U.S., representing clients throughout the world from eight offices. Zuber Lawler focuses on mergers and acquisitions, finance, IPOs, intellectual property, antitrust, data privacy, FDA, anti-corruption, and other regulatory work. Hi, Josh. Welcome to the show.

Josh Lawler: Thank you. Great to be here.

Richard Carthon: Always great to have you on and get into more of the legal nuts and bolts of our industry. It's fun to talk about the technology and the innovation, but someone's got to pay attention to what's going on behind the scenes to keep these companies operating smoothly.

Josh Lawler: Absolutely. I don't know if we've actually talked about your journey that got you into law before and what inspired you to focus on emerging technologies like blockchain and AI in the first place.

Josh Lawler: My undergrad in college was biopsychology and history with a minor in genetics. And at the time, when I was thinking about law, I was considering something called medical ethics law, which was all about stem cells, DNA, and cloning. Except, since I went to college sometime in the 1700s, that didn't really exist yet. (laughs) I'm kidding, of course, but it was still very junior stuff.

Josh Lawler: Medical ethics law was really about health insurance at the time, and that turned out not to be super interesting. But I've been a futurist forever. All the stuff I consume is sci-fi, and I’m a huge cyberpunk junkie on top of it. I've been fortunate that my partners and some of my best friends really share those interests. We're all longivists, and we all look at things that are new and interesting and try to make them work in the world, if you will.

Josh Lawler: You mentioned needing to look at the law and not always the technology and everything, but that's actually a little backward. The first thing you have to look at is the technology and understand it. I'm not going to say you have to necessarily love it, but it helps a lot. And when you're looking at the technology and its applications, getting excited about it, that's when things get really interesting.

Josh Lawler: If you have an understanding of legal, regulatory, and everything else, then you can get things done. For example, with securities laws, I’ve been a securities attorney for 30 years, and it’s all about policies behind the letter of the law, particularly consumer protection. In 2017, the SEC jumped in during ICO mania, which was the right move because people were getting killed. It was ridiculous—exactly what happened in the 1920s that led to these regulations in the first place.

Josh Lawler: The problem was that nobody knew what a token was, and using the term "ICO" made it sound like an IPO, which brought the SEC down hard. But the laws are contradictory and lead to oxymoronic conclusions. Seven years later, we’re finally close to legislation that might make sense at the SEC level.

Josh Lawler: I'm an evangelist for the technology because I see so many problems in the world that can be helped—not necessarily cured—by distributed ledgers. Disintermediating a lot of fat in many processes excites me. That creates opportunities, like making information easier to access and less costly, which can help those who are somewhat crushed by the current system. This idea of a decentralized system is frightening to any centralized government, but it’s necessary.

Josh Lawler: Thanks for asking! I don’t get asked about my journey that often.

Richard Carthon: It’s exciting to hear, and your passion is clear. One thing I love every time we talk is how passionate you are about the space. Like you said, you don’t have to love the technology, but understanding it allows you to break it down eloquently for different audiences.

Richard Carthon: You mentioned timelines, and since you’ve been on the show before, your last episode was back in February of this year. A lot has happened since then—Bitcoin and Ethereum ETFs have gone live, and more. What are some of the most recent challenges blockchain and crypto companies are facing today?

Josh Lawler: Wow. First off, thank you, because that was extremely generous, and I'm humbled to hear myself talked about that way. I really enjoy working with you guys also for a lot of the same reasons, but that was fantastic. To your question—what challenges?

Josh Lawler: I don't want to get political per se, but I will tell you that the impending election in November is at the top of almost everybody's mind. The perception is that it’s a binary switch: if one party wins, especially with a clean sweep in Congress, you’ll see major obstacles to distributed ledger technology from a wholesale perspective. On the other hand, if the other side wins, you’re likely to see a lot of money enter the space.

Josh Lawler: I'm not saying I prefer one side to the other, honestly, and for a variety of reasons, I'm not sure I do. But it’s definitely something everyone’s buzzing about—whether companies should be equity-oriented or token-oriented is a huge question, and that’s where the challenge lies right now.

Richard Carthon: That makes sense. It’s definitely on everyone’s mind, whether or not they’re expressing it. We’re all watching to see what happens. There’s also an interesting new piece of context with the Ripple decision. What do you think people should pay attention to regarding this verdict?

Josh Lawler: The number one thing is that it happened, which triggers the timeline for the SEC to appeal earlier parts of the decision. The Ripple case around programmatic sales was a big deal because it wasn’t deemed a securities issue, and that’s important. The SEC tacitly admitted tokens are not securities but software code.

Josh Lawler: The decision to not impose disgorgement, where the SEC was asking for $2 billion, is also significant. Ripple’s legal fees were 20 times the $125 million they have to pay, so in context, that’s a slap on the wrist. The real importance is that this triggers an appeal, and the outcome of that could shape the SEC’s stance on tokens in a major way.

Richard Carthon: Appreciate you breaking that down. One challenge that comes up is the disadvantage of being a first mover—Ripple, Coinbase, and others face huge obstacles as early movers. What new legal challenges do you think companies need to be aware of now, and what strategies should startups adopt to stay ahead?

Josh Lawler: On the securities front, if you do a capital raise in the U.S., it’s going to be treated as a securities transaction. If you’re doing this with tokens, you need to figure out when it stops being a security to trade on exchanges. That requires planning, and it’s not cheap. We see complex structures like U.S. operating companies paired with Cayman foundations issuing tokens via BVI entities.

Josh Lawler: That takes heavy legal lifting, and it’s expensive. But I’m hopeful that future legislation will make this process easier and stop pushing innovation overseas. Beyond that, tax is a huge issue—people often forget that all income is taxable, and projects need to manage token sales, revenue distribution, and tax reporting obligations carefully.

Richard Carthon: Fascinating perspective. Let’s shift to intellectual property (IP). How does IP law support blockchain innovation, and what steps can blockchain companies take to strengthen their IP protections?

Josh Lawler: We’re in a space philosophically built on open-source technology, where code is out in the open for others to use. But trademarking is crucial, especially if you’re consumer-facing. It’s challenging because the patent and trademark offices aren’t designed for blockchain projects, but protecting your trademark is key.

Josh Lawler: Also, trade secrets are important. If you have something proprietary, protect it as a trade secret by keeping it secure. The challenge is balancing this with blockchain’s open ethos, where smart contracts are public and nodes are run by unknown participants.

Richard Carthon: Great insights. Let’s talk about meme coins. Recently, McDonald's got hacked with a scammer pushing a meme coin. What are the biggest legal challenges facing meme coin creators?

Josh Lawler: Meme coins started with Doge as a joke, but they’ve grown into a phenomenon. Now, if you’re creating a meme coin, you need to market it and manage the community. That means there’s an "efforts of others" component, which brings legal scrutiny. Solana, for instance, has become meme coin central, and while meme coins drive activity, I feel they distract from blockchain's real potential.

Richard Carthon: What about meme coins that evolve to add utility later? Does that create complexity?

Josh Lawler: If a meme coin starts with a roadmap for utility, it’s not really a meme coin anymore. Adding utility can complicate things legally, especially if it wasn’t part of the original plan. Meme coins that remain memes are simple, but once you start adding things like merchandise or content, you introduce new legal and operational challenges.

Richard Carthon: The intersection of AI and crypto is also gaining traction. What are the critical areas companies should focus on to ensure innovation isn’t stifled?

Josh Lawler: This is a vital area. AI should remain a global resource, and there are blockchain projects that aim to distribute AI’s power. For example, Morpheus and SingularityNET are making strides in this space. We need to avoid AI being monopolized by a few big companies, as that could lead to dystopian outcomes. But making AI available to everyone also has its risks.

Richard Carthon: Are there any misconceptions or myths around blockchain law that we haven’t touched on yet?

Josh Lawler: One thing that comes up a lot is people using terms without precision. “Staking,” for example, is often misused. It originally meant putting something at risk, but now people use it to describe depositing something for an APR. Projects need to understand the difference between real staking and simply locking tokens to manipulate supply.

Josh Lawler: Another issue is the volatility of the markets. We’ve seen projects hold onto Bitcoin or Ethereum raised during sales, only to watch their value plummet, leaving them with tax bills based on the initial valuation. These are major gotchas that companies need to plan for.

Richard Carthon: Great advice. It’s been insightful having these conversations with you, and I hope our listeners find them helpful too. For those interested, where can they learn more about you and Zuber Lawler?

Josh Lawler: Our website is www.zuberlawler.com. You can also find me on Twitter at @jlawlercal, and I’m adopting Telegram more and more these days—just search for my handle there.

Richard Carthon: Thanks, Josh, for joining us today. We’ve reached the outer limits of Edge of NFT, but there’s always more to explore. Listeners, don’t forget to rate us on Spotify or iTunes and share this episode with friends. You can also catch us on Myco.io, where you can watch and earn for your time and attention. Thanks again for joining us.

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