MetaLeX has pioneered cyBernetic ORGanizations aka “BORGs”–combinations of smart contracts with legal entities and agreements.
Many existing DAO approaches tend to create a “worst of both worlds” effect–having few or none of the protections of TradFi or the legal system, while also lacking in full “code is law” style trust minimization. For example, DAOs frequently fund unincorporated SAFE multisigs or legal entities with large budgets, but have no ongoing control or influence over the funds or how they are used, either onchain or offchain. With many DAO-funded projects, were the funds to be misappropriated, this might not even be easily detectable, no less legally actionable.
MetaLeX creates an accountability layer for DAO-adjacent multisigs/entities by combining the “best of both worlds”–trust-minimizing with onchain tools as much as possible, while filling the gaps with offchain legal arrangements. This provides the best possible balance between offchain agility/flexibility and onchain transparency/control, protecting both the DAO and the DAO’s grantees. Basically, we create “fair deals” for DAOs and the people who work for them.
ZKsync was one of the earliest ecosystems to embrace this philosophy–its Guardian and Security Councils are “BORGs” created with the help of MetaLeX.
To make BORGs more scalable, we have developed an audited set of smart contract tools as well as a unique set of legal approaches, which we collectively refer to as “MetaLeX OS” (more detail here).
MetaLeX OS enables composable law/code dyads using the following elements:
BORGcore and Implants
These are plug & play guards and modules for standard SAFEs. They enable setting up onchain checks and balances between a DAO-sponsored SAFE and the DAO--e.g. rate-limitations, co-approval requirements, veto capabilities, and DAO-based member management. Any set of transaction-based whitelisting or blacklisting is possible These implants also enable additional security features such as a deadman's switch that reverts funds or authorities back to the DAO after a long period of inactivity.
MetaVesT
MetaVesT is a BORG-compatible and legally optimizable (especially, tax-optimizable) token vesting/lockup protocol for ERC20-compatible tokens. Importantly, MetaVesT can plug directly into ZKsync "capped minters," as demonstrated on the ZKsync Era testnet at https://drive.google.com/file/d/1FflIixI36aKXBwnr1GWx4Ygf4TWpLi7s/view?usp=sharing.
Like other token ‘vesting’ protocols, MetaVesT supports basic token allocations that are streamed to a grantee over time. However, MetaVesT also supports far more complex and sophisticated token grant arrangements that mirror how legal token agreements are drafted in the real world.
MetaVesT's features include:
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dual-curve token release mechanisms (supporting token grants that “vest” (i.e., are earned) and “unlock” (i.e., are released from transfer-restrictions) at different cadences, with each curve potentially having its own separate ‘cliff’;
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token option award and token warrant mechanisms (supporting the setting of an exercise price at time of grant and the later payment of such exercise price in stablecoins by the grantee to purchase the ‘vested’ tokens—important for tax structuring when grants are given after a token is already liquid and high-priced);
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restricted token award mechanisms (supporting the setting of a repurchase price at time of grant and the later payment of such repurchase price in stablecoins by the grantor to repurchase the ‘unvested’ tokens—important for tax structuring when grants are given when a token is pre-liquid and low-priced);
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group amendment mechanics (majority-in-value of grantees + grantor can amend token grants for everyone in the same cohort—mirrors equity incentive plan amendment mechanics and venture investor SAFT/token warrant mechanics where not all employees/investors need to agree to the amendment for it to be effectuated);
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“can’t be evil” /anti-rug vesting guarantees—when so configured, the only feature of the MetaVesT that can be unilaterally changed by the grantor is (where applicable) termination of vesting (mirroring “at will” termination of service of an independent contractor)—all other changes require using the consensual amendment mechanic, just as they would for legal agreements in the real world (and, of course, vested tokens cannot be rugged by the grantor);
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pass-through DAO voting (unvested and/or locked tokens can still be staked and voted in a DAO)—important for restricted token award mechanisms where grantees are supposed to be the legal owners of tokens notwithstanding continuing lockups and/or repurchase rights;
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milestones—allowing vesting to be events-based rather than passage-of-time based; and
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DAO accountability—for example, allowing a DAO to either fire a worker or strongly encourage a worker to quit by terminating the vesting of the worker’s token grants.
LeXscroW
LeXscroW is provides immutable, non-custodial, and flexibly-conditioned smart contract escrows. These escrows are built with the MetaLeX OS team’s experience with real-world deals in mind, and the uses of escrow agents within them. LeXscroW enhances the MetaLeX OS ecosystem by ensuring secure, automated, and legally optimized transactions involving BORGs—enforcing “deal logic” that is ordinarily entrusted to verbose legal agreements and manual processes, to the blockchain instead. More detail can be found here: https://x.com/MetaLeX_Labs/status/1867590547273056688
Cybernetic Agreements
Cybernetic agreements enable us to wrap SAFEs in legal entities and automate offchain covenants. This means that, when onchain technology is not enough to hold DAO workers accountable, the legal layer is available as a true backstop. We believe that mere 'reputation staking' and 'reputation slashing' is not enough--cybernetic agreements make people's offchain promises very clear, and if people don't do what they promised to do, the DAO can sue them. More detail can be found here: https://x.com/MetaLeX_Labs/status/1867590547273056688
One of the biggest benefits of this approach, as opposed to relying purely on capped minters and the Assembly’s ability to terminate them, is to enable more continuous and granular feedback loops. TPPs recipients may establish valuable DAO-adjacent organizations and infrastructure–the remedy of simply terminating all funding in the aggregate by defunding a TPP by terminating capped minters should be a last resort. With MetaLeX OS, more specific Assembly oversight is possible–for example, a particular member of a SAFE multisig can be removed by an Assembly vote, or the vesting ZK rewards of that particular member can be extended in duration, reassigned to a different SAFE multisig member, or terminated. Such approaches can enable the Assembly to hold a TPP recipient accountable in a less dramatic, more continuous way without destroying the continuity of what’s already been built.
MetaLeX stands ready to assist TPP recipients with both the legal and onchain aspects of their Assembly proposals–creating fair deals that minimize agency costs and keep the Assembly and grant recipients mutually engaged and accountable. Contact Telegram: Contact @MetaLeX_bizDev for inquiries.