Crypto Startup School: The legal and fundraising implications of crypto tokens

Editor’s note: Andreessen Horowitz’s Crypto Startup School brought together 45 participants from around the U.S. and overseas in a six-week course to learn how to build crypto companies. Andreessen Horowitz partnered with TechCrunch to release the online version of the course. 

The final week of a16z’s Crypto Startup School kicks off with former Coinbase Chief Legal Officer Brian Brooks discussing “Token Securities Frameworks and Launching a Network.” Brooks starts off calling crypto the “most perfect intersection of tech and finance,” but he cautions that crypto builders must navigate traditional financial-services regulatory structures.

This takes on special importance because tokens, the native assets of crypto networks, can be deemed securities by regulators, making them illegal to list on exchanges and subject to disclosures and other legal requirements.

Brooks explains the four-part Howey test, the Supreme Court ruling that has come to define when a given transaction is a securities transaction. Because crypto is still relatively new, however, the path to legality is still developing.

In the meantime, the crypto industry has created the Crypto Rating Council, a new tool to objectively rate tokens and gauge their risk of being deemed securities. Broadly, the tokens that carry the most risk of being labeled securities are those issued before a crypto network is fully decentralized, and while the actions of the management team remain critical to a network’s success. (Bitcoin, for example, is not a security, because it is completely decentralized and there is no core management team.)

Brooks introduces some promising new regulatory paths for crypto including membership models — similar to cooperatives or mutuals — in which token holders agree to only sell the token to other members of the network, avoiding a secondary sales market and thus steering clear of securities issues. While this model hasn’t been tested with the SEC, it has a long track record in other industries and bears further study.

In the final video of the program, former a16z partner and Mediachain co-founder Jesse Walden discusses “Fundraising and Deal Structure” for crypto startups. During early product development, crypto startups can raise traditional venture capital through equity, which allows for the most alignment between founders and investors.

Then, unlike a traditional startup, a crypto startup can invite its user base to participate in ownership and operation via the disbursement of tokens, once the core founding team has found product-market fit and established a viable network. This aligns incentives among the network, its users, the core team, and venture investors. Issuing tokens dilutes the stakes of the core team and early investors, but this is a desirable outcome because incentivizing more participants increases the chances that a network will grow. This leads to a larger pie overall for investors to share.

Walden also discusses Network Monetary Policy, citing Bitcoin, with its guaranteed limit of 21 million tokens, as having a fixed, deflationary supply policy. Other networks may be inflationary, with no ceiling on token amount, thereby perpetually diluting founders and early investors.

A perpetually dilutive system can nonetheless be productive for token holders due to staking, or the process of holders contributing to the operation of the network, which pays off in newly minted tokens for stakers and the retention of their ownership stakes.

See the videos from all six weeks of Crypto Startup School.

Crypto Startup School: How to build projects and keep them safe    

Editor’s note: Andreessen Horowitz’s Crypto Startup School brought together 45 participants from around the U.S. and overseas in a seven-week course to learn how to build crypto companies. Andreessen Horowitz is partnering with TechCrunch to release the online version of the course over the next few weeks. 

Week five of a16z’s Crypto Startup School gets into the inner workings of crypto projects, with a focus on security and project development from the front lines.

In the first video, Jutta Steiner, the CEO and co-founder of Parity Technologies, discusses “The Evolution of Blockchain Security.”

Steiner, who joined the Ethereum team in 2014 as chief of security, says the advent of that open ecosystem of interdependent “smart contracts,” or self-executing design programs, opened a whole new attack surface that requires successful organizations to prioritize a security-minded culture.

Potential coding risks include memory safety, input validation, privilege escalation flaws, fundamental design flaws, side channel attacks and cryptographic vulnerabilities such as insecure key storage. Security is not just code, however — it’s also people, operational procedures, and life cycle management of applications.

There is no single answer to any of these vulnerabilities, Steiner says. Instead, mitigation relies on a range of measures that are not perfect but can be used to create an overall system that is very difficult to penetrate. The key is to understand that crypto development is not like agile software development — once deployed, code is difficult to recall, and security must always be at the forefront.

She closes by noting that crypto developers can learn from security approaches used in other industries, such as aerospace, medicine, and hardware.

In the second video, Nitya Subramanian, product manager at Celo, discusses “Protocols and Products,” focusing on how building products is different in blockchain versus more traditional centralized products. The key question for builders: What is the need I’m meeting, and who are the users?

For projects seeking control over the end-user experience, such as with cryptocurrency wallets, typically the goal is to build the full stack, so that every layer can be changed to meet new use cases and find product-market fit.

For products built for developers, such as decentralized lending protocols, the focus should be on identifying a range of objectives that will bring developers to your platform while giving them the flexibility to customize and innovate.

No matter the end user, the rigorous focus at all times should be on what will bring people to your product and avoiding a “build it and they will come” mentality.

As an example of the full stack approach, she closes with a case study of the digital payments system Celo, which includes a blockchain forked from Ethereum that includes a native asset, topped by a layer of native smart contracts encoding a stablecoin, with a wallet and a developer SDK at the top of the stack.

While each layer of the project has separate development roadmaps, having the application layer allows Celo to identify issues with user experience and informs the development of lower layers of the stack.

Crypto Startup School: How to build companies by building communities    

Editor’s note: Andreessen Horowitz’s Crypto Startup School brought together 45 participants from around the U.S. and overseas in a seven-week course to learn how to build crypto companies. Andreessen Horowitz is partnering with TechCrunch to release the online version of the course over the next few weeks. 

In week four of a16z’s Crypto Startup School, the spotlight shifts to building companies by growing communities of users, developers and employees in a decentralized context.

In a virtual fireside chat, 16z General Partner Chris Dixon and GitHub and Chatterbug Co-founder Tom Preston-Werner discuss “Building Companies and Developer Communities.”

Preston-Werner explains how the open-source ethos is a great way to build social virality among developers, and how the clean, developer-focused interface of GitHub led to its wide adoption and caused developers to demand it within their own organizations.

He also offers marketing lessons from the early days of GitHub, when the company used informal methods of building community in a bid to create “superfans.”

He urges founders to view a company’s brand as an expression of its core beliefs, with a focus on how it helps its users succeed. The reason people would put a sticker on their laptop or wear a company tee-shirt is because of “what they believe they are communicating to others with that sticker or shirt … it’s a shortcut for communicating values.”

In the second video, Jesse Walden, a former a16z investment partner and Mediachain co-founder, and Robert Leshner, founder and CEO of Compound, do a “Deep Dive on Decentralization.”

Walden starts with a playbook for progressive decentralization — the process by which crypto project creators build a useful product, create a community around that product, and then gradually hand over control of the maturing network to the community. This process is in keeping with the cooperative model of crypto networks, which drives rapid, compounding innovation through better alignment of incentives and open participation.

Leshner follows with a case study of his experiences at Compound, an automated money market for crypto assets in which lenders and borrowers can come together to transact without the involvement of third parties. Compound, one of the first crypto projects to move through the full progressive decentralization model, built a thriving community of third-party application developers, who have set up shop on top of Compound’s smart-contract protocol.

The Compound team has gradually brought this community further into the protocol’s inner workings; in the final stages before handoff to the community, the founding team made changes transparently, with greater reliance on the community’s input, and created a sandbox for experimentation to test governance mechanisms. Decentralizing “allows the protocol to live forever,” Leshner says, which fosters innovation because developers can trust the protocol with their businesses and livelihood.

In the final video of week four, Tina Ferguson of a16z’s Tech Talent and People Practices team offers guidance on “Managing a Distributed Workforce.” Because of the decentralized mindset and evolving business models at the heart of crypto, founders and managers face unique challenges. In such a fast-moving space, for example, it’s important to hire someone who has the right skills now and will also adapt to what’s required in 12-18 months.

Compensation, which could include the allocation of tokens rather than more-traditional shares, also requires close attention. When hiring in other countries, teams must consider employment laws, as well as whether to use Professional Employer Organizations (PEOs) to move quickly via local contacts on important hires. Finally, real-time feedback is especially crucial in a distributed workforce, as is clear and timely dissemination of information.

Crypto Startup School: Capturing value in crypto through network effects and mechanism design

Editor’s note: Andreessen Horowitz’s Crypto Startup School brought together 45 participants from around the U.S. and overseas in a seven-week course to learn how to build crypto companies. Andreessen Horowitz is partnering with TechCrunch to release the online version of the course over the next few weeks. 

Week three of a16z’s Crypto Startup School focuses on understanding how to capture value and design proper incentives within the decentralized framework. We learn how familiar ideas like network effects and mechanism design can hold unique power for crypto networks.

In the first presentation, Andreessen Horowitz crypto partner Ali Yahya discusses “Crypto Business Models.” Yahya explains that the consensus mechanisms of blockchains create trust among independent participants in decentralized networks.

At first glance, this may seem at odds with the idea of capturing value, since none of the factors that allow companies to build moats in traditional industries — trade secrets, intellectual property, or control of a scarce resource — apply in crypto.

This leads to the “value-capture paradox” — how can easy-to-replicate, open-source code be defensible in a competitive landscape?

The answer is that network effects are just as powerful, if not more so, in crypto than in traditional industries. This is due to the economic flywheel enabled by tokens, which incentivize participants and coordinate all economic activities in crypto networks. Combined with the ability of developers to build on each others’ networks using autonomously executing smart contracts, this should result in winner-take-all dynamics, contrary to what might seem intuitive in open source, Yahya says.

In the next lecture, Sam Williams, founder and CEO of decentralized storage system Arweave, gives an overview of “Mechanism Design,” a field of study that has become newly relevant with the development of Bitcoin and subsequent blockchains that require carefully designed incentives for network participants.

Williams uses examples to show that economic incentives, when designed properly, can persuade self-interested people to exhibit useful behaviors at fair market value with minimal central planning. This provides a new tool to bootstrap decentralized networks.

He cautions, however, that poorly conceived incentive systems can overpower moral frameworks in ways that can be dangerous. This could be harmful, he says, in decentralized protocols, since self-executing code may not be easily altered to curtail unintended consequences.

Williams closes with a case study of his company, Arweave, and the way it created an endowment-style financial incentive system to build a platform where data can be secured forever. This kind of model opens the door to new kinds of community-owned networks that can’t be manipulated by central owners.

Crypto Startup School: How to scale companies using crypto

Editor’s note: Andreessen Horowitz’s Crypto Startup School brought together 45 participants from around the U.S. and overseas in a seven-week course to learn how to build crypto companies. Andreessen Horowitz is partnering with TechCrunch to release the online version of the course over the next few weeks. 

In week two of a16z’s Crypto Startup School, three company-builders provide real-world advice on using the qualities of crypto to create new business models and networks.

Coinbase founder and CEO Brian Armstrong walks us through “Setting Up and Scaling a Crypto Company,” explaining how crypto can help startups raise money, acquire customers and build a global profile. The issuing of tokens, for example, can align the incentives of early users and reinforce network effects, helping solve the “cold-start” problem that can derail many startups.

Armstrong also outlines the disadvantages of crypto that entrepreneurs must watch out for, including regulatory uncertainty. On balance, he thinks crypto is where the internet was in the early days.

“In five or 10 years, pretty much every startup that gets created, it’s going to use the internet, it’s going to use AI and it’s also going to use some form of cryptocurrency somewhere in that product.”

In the next lecture, Balaji Srinivasan, an angel investor and co-founder of multiple companies, including and Counsyl, gives an overview of “Applications: Today & 2025.”

Srinivasan starts off by tracing the history of crypto from Bitcoin and Ethereum to the present. He highlights the crypto applications that have already gotten traction — infrastructure providers such as exchanges, wallets and miners; decentralized finance (DeFi) apps; and stablecoins that eliminate the volatility of early cryptocurrencies — and looks ahead to the ones that are likely to emerge in the next five years. These include personal tokenization, new financial instruments, decentralized autonomous organizations and gaming.

Finally, Forte co-founder and CEO Josh Williams does a deep dive on “Opportunities for Crypto and Gaming.” Williams explains that blockchain technology could have an even bigger impact on gaming than the internet because it’s not just connecting people, but potentially changing business models by aligning the incentives of developers and players. It can do this by allowing players to truly own the assets in games and verify their provenance, and by enabling developers to code rich incentive systems and rewards into games.

By incorporating these mechanisms, Williams believes, an already exploding gaming industry will grow and create multi-billion-dollar marketplaces within games that will truly benefit players and developers.

Crypto Startup School: A new type of computer drives waves of innovation

Editor’s note: Andreessen Horowitz’s Crypto Startup School brought together 45 participants from around the U.S. and overseas in a seven-week course to learn how to build crypto companies. Andreessen Horowitz is partnering with TechCrunch to release the online version of the course over the next few weeks. 

In week one of a16z’s Crypto Startup School, a16z general partner Chris Dixon discusses “Crypto Networks and Why They Matter,” giving an overview of the crypto space, the transformative implications of its technology, and the potential for crypto networks to lead a new wave of innovation. And in his talk on “Blockchain Primitives: Cryptography and Consensus,” Dan Boneh, a professor in applied cryptography and computer security at Stanford, provides an introduction to the cryptographic foundation of blockchains and how developers can use them to build new types of applications.

Dixon says that crypto is poised to become the next major computing platform. Like mobile phones and the web before it, crypto offers opportunities for entrepreneurs and developers to build new networks and applications, due to the decentralized blockchain technology that underpins it. He describes blockchains as a new type of computer — a virtual computer that runs on a network of physical computers, with encoded guarantees that it will continue to operate as designed. Just as the rise of mobile phones enabled an explosion of innovation on top of that new computing platform, crypto presents an opportunity for the next such “idea maze,” he says. “Our feeling is this is an incredibly rich design space.”

The architecture of crypto enables new possibilities, Dixon says, starting with digital currency but expanding to general computing and community owned and operated networks. In combination with the digital primitive of tokens, which align incentives among network creators and users, this sets the stage for exponential innovation over the next decade that should echo previous eras of tech growth. “When a lot of really smart people who know computer science start thinking about computer science problems and have an economic incentive to do so, those computers tend to get a lot better.”

In the second presentation in week one, Dan Boneh explains the layers of crypto, including the consensus layer, and how Satoshi Nakamoto’s bitcoin whitepaper proposed a system that enables an unlimited number of participants to contribute to a blockchain without authorization and still come to verifiable consensus. He also talks about cryptographic primitives, how mining works, how blocks are added to the blockchain, public and private keys, and zero-knowledge proofs. These unique features provide a fertile ground for open-source developers.

The application layer, Boneh says, is where a lot of the excitement is, with a “thriving ecosystem” of applications running on the blockchain in the area of decentralized finance (DeFi). While technical, Boneh’s presentation is accessible to those who don’t have a background in cryptography or consensus mechanisms.