Diritto, lavoro e nuove tecnologie

In this paper, I analyze the evolving legal status and governance implications of Decentralized Autonomous Organizations (DAOs) within the U.S. legal framework. DAOs represent both a legal and technological innovation enabled by blockchain—with the potential to reshape traditional corporate governance dynamics by decentralizing decision-making and automating organizational functions through smart contracts. Given this disruptive potential, DAOs pose complex legal challenges, particularly regarding their legal form, regulatory treatment, and resulting liability framework. After examining the origins of DAOs, their structural and operational characteristics, and the role of token holders in governance, I explore the regulatory dilemma posed by these organizations—namely, the risk of unlimited liability for participants in the absence of a clear legal wrapper. In response, some U.S. states have pioneered different legislative approaches, either integrating DAOs into existing corporate structures (notably LLCs) or developing tailored frameworks. Wyoming and Tennessee explicitly recognize DAOs within their LLC statutes, granting them limited liability, while Colorado adopts a cooperative-based approach, and Utah introduces the novel “Limited Liability DAO” (LLD) model. Beyond the U.S., offshore jurisdictions such as the Cayman Islands, the Marshall Islands, and Malta are also experimenting with DAO-friendly regulatory models. I highlight how these organizations seek regulatory recognition or are drawn to corporate forms in order to secure limited liability—while, by contrast, legal innovations rooted in technology typically resist or struggle to accommodate regulatory oversight. I argue that the emerging legal frameworks adopted by certain legislatures could shape the future of DAOs, potentially leading to the recognition of a novel, distinct corporate form. I conclude by discussing whether DAOs represent a mere adaptation of corporate governance mechanisms or signal a transformative shift toward algorithm-driven entities able to challenge the traditional paradigm.