Recommendation for Sushi Legal structure

Summary
Update on Sushi Legal Structure & Advice from Sushi Legal

Sushi has engaged legal 183 counsel to provide advice regarding the planning & execution of Sushi’s legal structure. Based on the previous discussions of Sushi organizing an entity framework for the DAO & products, the purpose of this post is to serve as an updated plan, seek community dialogue, and ultimately make its way to governance for execution.

The purpose of the entity structure & framework is to provide maximum flexibility for Sushi to proceed in whichever direction the DAO or governance takes it, while also mitigating risk.

Below is the advice from legal counsel regarding the creation and implementation of an entity structure and framework for Sushi.

Sushi Legal Structure

The following entities will initially be formed for the Sushi ecosystem:

• A Cayman Islands foundation (“DAO Foundation”) will be formed to administer the SushiDAO IRL. The DAO Foundation will have a governance council that has the flexibility to administer the Sushi on-chain governance process and facilitate off-chain activities.

  • The DAO Foundation will be able to (among other things):
    • Administer a treasury,
    • administer grants,
    • administer on-chain governance process,
    • facilitate proposals, and
    • facilitate voting.

• A Panamanian Foundation (“Panamanian Foundation”) will be formed to administer the existing Sushi protocol (including smart contracts related to the AMM/orderbook, Kashi and staking).

  • The Panamanian Foundation will enter into a services agreement with service providers to assist with developing the protocol.

• A Panamanian Corporation (“Panamanian Corporation”) will be formed to operate the GUI layer (front-end) of the protocol.

  • The Panamanian Corporation will be a wholly-owned subsidiary of the Panamanian Foundation.
  • The Panamanian Corporation will enter into a services agreement with service providers to assist with developing and maintaining the GUI layer of the protocol.

• The DAO Foundation and the Panamanian Foundation and Corporation will enter into service agreements with service providers which will be selected via proposal at a later date.

Visual

Steps (total 4 weeks):

1. Formation of Panamanian Foundation and Panamanian Corporation
2. Formation of Cayman DAO Foundation

Alternatives considered?
Sushi looked into Swiss based entities. The use cases for Foundations & Verein (i.e., associations) were inappropriate given the current activities of Sushi. The regulatory stance toward Sushi products was less than ideal & the taxation model was not favorable to growth companies.

Timeline?
This whole process to set up the entity structure summarized in this post should take 4 weeks after confirmation via governance vote.

Poll