If the OpCo has too much “discretionary power” over the protocol’s direction or tokenomics, it weakens the argument that the token is decentralized, making it a “low-hanging fruit” for SEC enforcement or MiCA licensing requirements. The vebal holders only have voting power on what the OpCo decides is relevant, as per your own proposal
The proposal’s explicit grant of discretionary power to the Core Team / OpCo
(fee parameters, vendor selection, sprint priorities, partner negotiations) and the 5/7 Treasury Council multisig represents functional centralization, even if the Cayman/BVI legal wrapper remains.
Regulators increasingly assess “managerial efforts” and points of control rather than legal form alone. This structure, combined with the complete sunset of veBAL economic rights, raises legitimate questions about MiCA’s “fully decentralized” exemption and the Howey Test’s “common enterprise” prong
these questions remain unanswered in the current modeling.
The DAO is registered in Cayman/BVI, but
- the OpCo will have full decision power on what is subject to the vebal holders vote.
- the Opco operates, and solicits services in Europe and the US, as the attendance by the OpCo team in the EthCC in Cannes next week. Under MiCa, such physical presence, networking, promotion can be viewed as solicitation of crypto asset services within the EU, weakening the reverse solicitation exemption and increasing compliance obligations with cost implications not evaluated in current runway projections.