A self-described computer geek and self-taught programmer, Ian Darrow left Big Law to join a tech start-up after a chance meeting with the company’s founder led to them bonding over a shared love of technology. As general counsel for LedgerX, Darrow oversaw its successful certification by the Commodity Futures Trading Commission (CFTC) as the first federally regulated exchange and clearinghouse to list and clear physically-settled bitcoin swaps and options.
“Not only did we get this DCO — derivatives clearing organization — approved for a new asset class, but we did it within six months, likely the fastest ever,” says Darrow, who credits “invaluable” assistance of outside counsel. “I was really proud of that.”
Darrow is now counsel at Protocol Labs, which builds protocols, systems, and tools to improve the fundamental architecture of the internet, and is involved in a number of projects regarding the storage, location, and movement of information.
Darrow says knowing how to explain the technology has been central to his work at both organizations. “The DCO registration was extremely complex, but I understood our technology really well,” he says, noting that he had to explain its ins and outs to CFTC officials with varying levels of understanding but a keen sense of responsibility for protecting both consumers and the financial system.
A related challenge was applying regulations written for traditional commodities to a cryptocurrency for the first time. “There are a lot of aspects of the law that made little sense in this context,” he says. “You just have to help people understand your analogies and occasionally ask for first-time exemptions from certain regulations.” The entire process, he says, was “nuanced and subtle, hands-on and messy, involving a fascinating combination of legal and technical knowledge coupled with human interaction. It was a lot of fun.”
Now, in addition to handling matters that face any early-stage start-up, Darrow engages in a mix of product development and policy work relating to cryptocurrency and open-source decentralized file storage. Last fall, along with other members of the Blockchain Association, he advised lawmakers and congressional staff as they crafted a bipartisan bill to exempt certain digital assets from securities laws. Introduced in December by Reps. Warren Davidson, R-Ohio, and Darren Soto, D-Fla., Darrow says he emphasized the need for “extremely open and extremely trustworthy” protocols and procedures.
Darrow has returned to Duke Law to share his experience and insights with students in Clinical Professor Erika Buell’s Advanced Contract Drafting course, Associate Clinical Professor Jeff Ward’s blockchain class and Lecturing Fellow Lee Reiners’s Fintech course. As a corporate attorney, he tells students, it’s important to adopt a mindset of “I’m here to help.”
“It’s crucial to develop a really deep empathy for what the company is trying to do and for the concerns of your colleagues,” he says. “You have to figure out how to enable them in a way that is rigorous and ethical and decreases risk to the company, but at the end of the day is supportive of its mission.” Those are lessons he learned, in part, through Advising the Entrepreneurial Client, taught by Buell, who directs the Program in Law & Entrepreneurship, and the Community Enterprise Clinic, led by Clinical Professor Andrew Foster. “[The courses] helped me realize how important it was to listen to my client and understand their goals,” he says.