Brummer on Disclosure, Dapps and DeFi

Chris Brummer (Georgetown University Law Center; Institute of International Economic Law (IIEL)) has posted “Disclosure, Dapps and DeFi” (Stanford Journal of Blockchain Law and Policy, forthcoming) on SSRN. Here is the abstract:

Disclosure in decentralized finance is an area where founders’ and regulators’ interests can overlap in important ways. Market participants need to differentiate their dapps to compete and grow—just as regulators have long demanded transparency in order for people to know what they’re buying. But adapting disclosure frameworks popularized in the 1930s to today’s digital marketplace requires bridging decades of technological evolution and fundamentally alien assumptions about market infrastructure.

This white paper contributes to that work. It observes that DeFi presents novel policy questions for disclosure because much of the material information required to participate in an informed way is already available to technologically sophisticated actors on blockchains. This feature is relevant when contemplating how and for whom a disclosure system for DeFi should be modeled. Securities law, with its focus on institutional actors, calls for voluminous and often technical disclosures designed to be filed with authorities; by contrast, consumer protection frameworks rely on targeted, retail-friendly disclosures meant to be digested by everyday shoppers and end users.

Against this backdrop, this white paper offers a framework transposable to securities law, but given the information already accessible to technologically savvy actors emphasizes the need for shorter, crisper disclosures typically associated with consumer protection law. It makes two key contributions. First, it highlights ambiguities inhabiting legacy disclosure obligations, and offers a conceptual roadmap for assisting developers and regulators seeking to identify relevant disclosure issue areas and principles. Second, it introduces a series of crypto-native tools to modernize disclosure delivery in DeFi systems, among them “Disclosure NFTs,” “Disclosure DAOs,” and “Disclosure DIDs.” If properly developed, the white paper shows how these tools could potentially provide more functionality and security than the SEC’s Edgar database and afford a new generation of developers and engineers a unique opportunity to reorient disclosure towards its original New Deal purpose: to be read.