In 2023, an open-source project for managing decentralized autonomous organizations (DAOs) on Ethereum became embroiled in a dispute that raised legal and governance questions for digital assets and decentralized technology. The protocol, called Aragon, had structural traits that are common in crypto but less familiar to most industries. Governance authority sat nominally with holders of the ANT token, while legal control of the community treasury (worth roughly $155 million in ETH at the time of the Association’s 2023 wind-down) resided with a Swiss non-profit called the Aragon Association. Day-to-day development was funded through grants from the Association to separately incorporated teams, including Aragon One AG.

A coalition of tokenholders organized to direct treasury assets to ANT tokenholders through rapid governance votes, which the association characterized as a hostile extraction campaign. The association responded by moving treasury funds to a more restrictive multi-signature wallet structure, citing the need to protect the community’s long-term assets. Months of public dispute followed, including the departure of key contributors and a widening divide between the association’s leadership and the broader community it was constituted to serve. By late 2023, the association announced it would wind down entirely and distribute the treasury to tokenholders who chose to redeem their ANT tokens at a fixed exchange rate.

This case may seem arcane at first, but the underlying questions will be familiar to any conventional governance practitioner. Who owns the brand and the going-concern value when residual authority sits with one entity and operational capacity sits with another? Who controls the treasury when legal custody sits with one entity, but governance authority is distributed among tokenholders? When the parties disagree, by what process is the disagreement resolved, and how durable is the result? These are foundation-and-subsidiary questions, asked in an industry where the apex entity is a body of widely dispersed tokenholders, and where the answers are being worked out in public, across borders, at scale, on decentralized networks. The digital asset industry has accumulated more of these stress tests in the last several years than almost any other corner of the corporate world, and the experience is generating governance lessons.

One lesson has emerged repeatedly: Governance structures tend to perform under pressure only when three conditions are present: independence, skill, and will. The digital asset industry’s governance experiments provide unusually public examples of why each matters.

Zooming out, every frontier technology evolution eventually confronts many of the same governance questions, and these questions can in turn prove valuable to the standard corporate governance corpus. When the technology is novel, the operators are unconventional, the rules are unwritten, and the appetite for risk is high, structural choices made in those early years carry consequences well beyond their moment.

Founders and builders are rationally focused on immediate needs: shipping product, building networks, attracting capital. Governance architecture tends to wait. The tension between achieving high speed and governance rigor is predictable and, to a point, appropriate. It becomes a problem when the governance work that was deferred becomes a stress test the enterprise fails in a key moment.

In many instances, traditional governance frameworks provide tried-and-true answers for frontier tech companies. Some creativity may be needed to fit a new case, but existing practices have generally earned their standing. Occasionally, however, frontier operators do need innovative thinking on corporate governance to complement their technology and product innovations because of certain truly novel characteristics.

Both dynamics have played out across digital assets, blockchain, and decentralized networks over the last several years. The area merits close examination for governance lessons because the technology and the corporate structures genuinely depart from legacy frameworks in certain respects. Governance insights from these areas are broadly applicable to anyone designing accountability structures for frontier tech, including artificial intelligence or any industry where the pace of development outruns the institutional frameworks built for traditional systems.

The Organization of Digital-Asset Projects

For a corporate governance audience accustomed to the conventional Delaware C-corporation, the entities that govern major digital asset networks can look unfamiliar. Digital asset projects often operate through a two-tier structure. First, a foundation, organized either as a non-share-capital company or as a purpose trust, sits at the top. It owns the intellectual property of the underlying protocol, has custody of the treasury, and holds the ultimate governance authority of the network. Second, an operating company, usually a for-profit entity domiciled in a separate jurisdiction, employs the developers, ships the software, and runs the day-to-day business. There can be additional entities too, such as a separate structure for a software protocol intended to operate in a decentralized manner.

This bifurcation is the product of three converging pressures.

The first is regulatory. In many major jurisdictions, the lines between a security, a commodity, a money-transmission instrument, and an open-source software project remain unsettled. Separating the entity that develops the technology from the entity that stewards the protocol can reduce certain regulatory exposures, distribute liability across structures, and clarify the legal and tax position of each.

The second is philosophical. Decentralized protocols often aspire to be operated by their participants over time, not owned by a sponsor company indefinitely. A foundation provides the legal means through which that progressive decentralization can occur. Regardless of what happens with the operating company, the foundation persists as steward of the protocol’s intellectual and economic commons.

The third is jurisdictional. Most digital asset foundations are domiciled offshore, in places like the Cayman Islands, the United Arab Emirates, or Switzerland. These jurisdictions have purpose-built foundation regimes, well-developed corporate governance case law, and statutory infrastructure for non-shareholder fiduciary structures that most other jurisdictions do not. For projects with global stakeholders and significant operational complexity, access to established legal frameworks is often a significant advantage.

The result is that a major digital asset project may have, on paper, a board of directors that bears legal responsibility for tokens with billions of dollars in public market token value, a stakeholder community of tens or hundreds of thousands of tokenholders worldwide, and a regulatory exposure potentially spanning every major financial jurisdiction. The people sitting in those board seats are among the most consequential governance actors in the digital asset industry.

The Independent Director’s Role

The board of a digital asset foundation has duties that may differ from those common in traditional corporate or nonprofit governance. The foundation does not have shareholders in the conventional sense. Tokenholders carry economic interests and, in some networks, on-chain voting rights, but their formal contractual standing varies dramatically by network and is generally weaker than that of a public company shareholder. The foundation’s beneficiaries, in the legal sense, may be the community of network participants, the public interest in a functioning decentralized network, or some combination of both. There might also be equity investors in the operating company who received token allocations, creating crossover claims that span multiple entities. The fiduciary duties owed by foundation directors run, in most jurisdictions, to the foundation itself and to its stated purposes, although usually not to stakeholders such as tokenholders unless explicitly stated in the foundation’s constitutional documents.

The set of parties owed duties may be disorienting, but the protective function those duties perform is more familiar. The independent director’s job, in this domain as in any other, is to ask the questions that interested parties cannot reliably ask themselves. A founder evaluates a transaction from the perspective of the project’s growth. A tokenholder evaluates it from the perspective of price. An investor evaluates it through from the perspective of return. None of those perspectives is wrong, and a well-run organization needs all of them. None of them, separately or together, asks whether a transaction is appropriate, prudent, and consistent with the duties owed to the network and its broader stakeholder community. This is one example of the independent director’s job on a digital asset foundation.

This structural separation has a long history in conventional corporate governance. Listed companies are required by statute to maintain independent audit committees because the audit function cannot be delegated to people with an interest in the audit’s conclusions (Sarbanes-Oxley Act, Section 301). Stock-exchange listing rules require boards to have a majority of independent directors on the same logic (NYSE Listed Company Manual; Nasdaq Listing Rule 5605). The digital asset foundation model imports the principle into a new domain.

What Governance Pressure Looks Like

Most of the time, the role is unobtrusive. The directors maintain the legal, administrative, and procedural infrastructure that lets the operating team focus on building and operating. Routine board work rarely draws public excitement or interest. Done well, the routine itself builds the institutional credibility required for the board to act decisively when conditions change. Trust between board and operators is built in the routine.

When acute pressure arises, the structural fragility of the foundation governance model is tested. Conflict may emerge between the foundation and the operating company over the use of treasury assets, the disposition of intellectual property, or the strategic direction of the project. These conflicts are common in the second or third year of a project’s life, when the parties’ interests have begun to diverge from the unity that prevailed at launch.

Another source of conflict is regulatory pressure. The Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, and their counterparts in the European Union, the United Kingdom, and offshore jurisdictions have all moved from observation toward enforcement. Even where the regulatory direction has become more constructive, the volume and seriousness of oversight has materially increased. A foundation board’s documented governance process, the extent of its director independence, and the substance of its deliberations have begun to appear in licensing applications, settlement narratives, and enforcement records.

Then, there is counterparty pressure. Network participants, market makers, custodians, exchanges, and protocol partners present arrangements to the foundation that range from ordinary commercial dealings to structures whose terms benefit the counterparty at the foundation’s expense. Distinguishing between the two is, in practice, among the board’s most important tasks.

In our experience, the governance failures that create the most damage rarely stem from bad intentions. They emerge when authority, incentives, and accountability become misaligned under pressure.

Novel Challenges

One aspect making this role difficult in practice is the complexity of responsibilities and actors. The board has to be genuinely empowered to act independently of the founders and operating company it contracts with for services, and that empowerment has to be drafted into the constitutional documents, service agreements, and information-access provisions. Cayman foundation regimes and analogous BVI trust structures provide thinner statutory default protections for incumbent directors than onshore corporate law, leaving the foundation more reliant on its founding documents than a Delaware corporation.

The directors also need the experience to recognize familiar failure modes, which is harder than it sounds in an industry that moves at the speed of high-frequency trading. Failures in the digital assets sector include market-making contracts whose compensation is structured to pay off when the protocol’s token declines, vesting schedules engineered for insider exits, governance proposals that route treasury value to specific wallets, regulatory inquiries that read as routine but signal coordinated examination, validator concentrations that create silent single-points-of-failure, and counterparty contracts that exploit asymmetries in technical literacy.

Not only do directors have to be technically proficient enough to spot and understand these issues, they have to be willing to use what they recognize, in an environment where dissent against a project’s commercial ambitions can be mobilized against quickly and publicly, on social platforms and in governance forums, including by anonymous accounts with millions of followers in some cases.

None of these qualities substitutes for the others. A structurally empowered board without practiced judgment misidentifies the moments where the empowerment matters. A board with practiced judgment but without structural empowerment becomes commentary. A structurally empowered, judgment-rich board whose members are not willing to absorb the personal cost of dissent ratifies what the operating entity proposes. The architecture of frontier industry governance that experience has taught us to design for is one in which each of these is addressed at the constitutional stage of a project, rather than left to the personal qualities of whoever happens to occupy the seat.

The Frontier Industry Generalization

The digital asset industry has arguably produced more public stress tests of novel governance structures in a shorter period than any other sector. They have yielded lessons about how governance institutions perform under stress when the underlying technology, the participant stakeholders and communities, and the regulatory environment all confound standard governance practices.

Consider artificial intelligence. The leading laboratories have adopted novel governance structures of their own: nonprofit boards overseeing for-profit subsidiaries, capped-profit arrangements, and various forms of independent trust. These structures are being designed under competitive and commercial pressure, by institutions trying to balance growth imperatives against safety obligations to a public that has not yet fully articulated what it expects. The structural questions these institutions face are the same ones digital asset foundations have been working through: Who are the independent directors, what authority do they have, what happens when the operating entity wants to do something the oversight body considers contrary to its mission, and is the oversight body structurally empowered to stop it?

The 2023 governance episode at OpenAI offered early evidence of how these questions resolve under pressure. A board that appeared to hold the authority to remove the organization’s operating leadership found that authority contested in practice by the operating organization, by employees, by investors, and by the weight of public perception. The formal architecture survived, but the practical question of who governs whom was resolved largely by dynamics external to the governance design itself. Whatever one concludes about the merits of the underlying decision, the episode revealed a gap between the authority the board was designed to possess and the authority it was able to exercise when called upon. That gap is a design problem, and it is the same design problem digital asset foundation boards have been working through in less visible ways for years.

Anthropic has approached this design problem in its own way. Its Long-Term Benefit Trust appoints directors to the Anthropic PBC board, and as of 2026 Trust-appointed directors form a majority of that board. The arrangement is not beyond stockholder reach: a supermajority of stockholders can amend the Trust’s powers, and the threshold required to do so escalates over time. The mechanism keeps the oversight body partly accountable to the capital that underwrites the enterprise, while making that accountability progressively harder to invoke. Whether this calibration resolves the underlying tension between mission and investor return, or only defers it to a different moment, is one of the open structural questions of the next several years.

The lesson is straightforward. Novel governance structures only protect what they were designed to protect when independence, skill, and will are present together. Two of the three will not do. A skilled, independent board without the will to act becomes, in practice, a board that ratifies whatever the operating entity proposes. A willing, independent board without the experience to identify the moments where its will is needed fails at the critical juncture. A willing, experienced board without genuine structural independence finds its authority withdrawn precisely when it is most required. The three properties have to be present together. Those designing frontier-industry governance frameworks should be testing for all three at once.

Implications for Governance Designers

There are implications for corporate-governance researchers,  lawyers, and regulators who will evaluate these structures. The doctrinal vocabulary of independence is well-developed in conventional corporate governance, but what about governance designed for stress, where independence, skill, and will are tested simultaneously? The digital asset experience is generating the case material that the academic literature can build from.

For practitioners, the prescription is the same in every frontier domain. Treat board composition as a structural choice rather than an administrative one. Hire directors with the experience and the will to say no. Build in the structural independence that allows them to do so. Compensate them at rates consistent with the responsibility being delegated. Bring them into the work before the decisions that test structural integrity arrive on the table.

The governance infrastructure being built now, in digital assets and in artificial intelligence and in the industries that will follow, will set precedents for how the next generation of frontier enterprises is held to account. Done with care, it demonstrates that novel organizational forms can carry forward the accountability principles that conventional corporate governance developed over decades. Done without that care, the exposure falls on the founders themselves, on the communities these projects serve, and on the institutions that extended them trust at the moment when trust is called upon. 

Cobus Pietersen is a co-founder of Caliber, a provider of independent-director services, and he advises digital asset projects and investment structures on governance and fiduciary matters Marc Piano is a partner at Horizons Global, a provider of corporate-governance services, and he is an independent director and governance professional based in the Cayman Islands