Proposes a dual-entity framework for ownership and governance, addressing regulatory challenges in digital economies.
Corporate law has solved the alignment problem twice: the joint-stock corporation aligned capital with enterprise, and equity compensation aligned employees with enterprise. For businesses whose value is created by their users, no equivalent instrument exists, and the obvious candidate, tokens carrying economic value, has largely failed as a legal matter under the securities laws. This paper introduces the Slater Governance Architecture, a dual-entity framework consisting of a Delaware C-corporation parent above a Wyoming DAO LLC, whose central design move is sequencing. Participation and governance come first, earned through contribution rather than purchased, and deliberately carry no economic rights. Ownership arrives later, springing into existence upon a formally designated Trigger Event through pre-committed contractual mechanics agreed to by every incoming shareholder before capital is raised. The paper addresses each element of the Howey analysis structurally; grounds algorithmic governance in an enforceable operating agreement under which validated smart-contract outputs constitute corporate action; separates governance, economics, and participation into programmable layers; and analyzes the architecture's interaction with the GENIUS Act, the pending CLARITY Act, and current case law on DAO participant liability. Two hypothetical implementations, a player-owned gaming platform and a community farmers market cooperative, illustrate that the framework is a general-purpose ownership technology rather than a crypto artifact. The architecture is novel and untested, and the paper is candid about the residual uncertainty of an evolving regulatory landscape.
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Silvia Slater (2026) studied this question.
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