[GOVERNANCE PROPOSAL] - Establish Uniswap Governance as “DUNI,” a Wyoming DUNA

Requests for Comment
1

Update - August 31, 2025

This proposal was posted onchain Sunday, August 31 2025 and will be live for voting on Tuesday, September 2 2025 in the morning EST. You can access the vote here.

The 30-day TWAP used to calculate the amount of UNI to transfer to Cowrie (7198) and to DUNI’s multisig (1,583,493) is $10.42.

The proposal was generated with this script, and makes use of a custom abstraction on the Ethereum Attestation Service contracts, detailed here. By midafternoon EST on Sunday, August 31 you can download the artifact linked in the latest run of the Seatbelt testing suite here to confirm the output of this proposal if it is successful.

Thanks to Scopelift for their work on these contracts and help in preparing and testing this proposal.

Each Attestation references a content hash that defines the offchain contract being signed. To check the content hashes match the appropriate documents, you can drop each agreement into the hashing component on the EAS Tools page. Thanks to the EAS team for building an easily extensible public good!

Association Agreement

Administrator Agreement

  • Agreement anchor: 0x22005982Ae6BD2E90167F34a4604FfD59AFa7E9d
  • Party A: Uniswap Timelock @ 0x1a9C8182C09F50C8318d769245beA52c32BE35BC
  • Party B: Cowrie @ 0x96855185279B526D7ad7e4A21B3f8d4f8Ca859da
  • Content hash: 0x1e9a075250e3bb62dec90c499ff00a8def24f4e9be7984daf11936d57dca2f76
  • Agreement: Linked here

Ministerial Agent Agreement

  • Agreement anchor: 0x5267b6C862D3e8826717Eba42936e310425C02FA
  • Party A: Uniswap Timelock @ 0x1a9C8182C09F50C8318d769245beA52c32BE35BC
  • Party B: UF @ 0xe571dC7A558bb6D68FfE264c3d7BB98B0C6C73fC
  • Content hash: 0x6dd5ee280fe12c69425c9d4b137d8f64578f5e67b76904e994687644f7511516
  • Agreement: Linked here

Summary

The Uniswap Foundation (“UF”) proposes that Uniswap Governance adopt a Wyoming-registered Decentralized Unincorporated Nonprofit Association (“DUNA”) as the legal structure for the Uniswap Governance Protocol. This new legal entity, called “DUNI”, will be purpose-built to preserve Uniswap’s decentralized governance structure while enabling engagement with the offchain world (e.g., entering into contracts, retaining service providers, and fulfilling any potential regulatory and tax responsibilities).

If adopted, DUNI will be a legal entity for Uniswap Governance that recognizes the binding validity of onchain Governance Proposals with the intention of providing certainty regarding its legal structure and intended liability protections for members of DUNI. Adopting DUNI does not, in any way, alter the Uniswap Protocol, the UNI token, or the core mechanics of onchain governance. Rather, it represents a significant step in equipping Uniswap Governance for the future.

Importantly, establishing Uniswap Governance as a DUNA would bolster critical limited liability protections for governance participants. This step is intended to protect governance participants from potential personal exposure to possible legal or tax liabilities stemming from the collective action taken by Uniswap Governance. This is a critical step in de-risking engagement in Uniswap Governance without compromising decentralization.

Background & Motivation

In the Uniswap Unleashed roadmap, we described a vision for evolving Uniswap Governance. In this vision, Governance can turn on the protocol fee, fund innovation, form partnerships, and navigate legal obligations with confidence. While onchain governance is integral to Uniswap’s credible neutrality, it has historically lacked the corresponding infrastructure for basic offchain coordination and formalized protection for its collective actions. To execute on our vision, we need something more.

To that end, over the past two years, the Uniswap Foundation has explored options for establishing a legal structure that is intended to:

  • Provide more clarity regarding liability protection for Uniswap Governance participants;
  • Maintain the primary authority of the Uniswap Governance protocol; and
  • Enable execution of offchain operations without introducing centralized points of control.

After significant research, legal consultation, and community engagement, the Wyoming DUNA (passed into law in 2024) emerged as a credibly neutral and transparent option. It has been explicitly designed for decentralized protocol governance systems to gain legal legitimacy without compromising their core ethos.

In our research, we have worked closely with a firm called Cowrie, founded by David Kerr. Based in Cheyenne, Wyoming, Cowrie is composed of a team of regulatory and technical experts that provides legal, financial, and administrative support to decentralized protocols. David was instrumental in writing Wyoming’s DUNA statute, and has worked directly with legislators to educate them on the intricacies of the DUNA, what it enables DAOs to accomplish, what DAOs are, why decentralization is important, etc. Cowrie’s role in the context of DUNI is to act as an Administrator of DUNI - facilitating regulatory and tax compliance, tax filings, informational reporting, and operational infrastructure within the constructs of its authorizations.

Specification

If this proposal passes, the resulting onchain transaction will adopt a DUNA for Uniswap Governance. Specifically, it will:

  • Ratify the DUNA’s Association Agreement establishing the rules of DUNI;
  • Execute a Ministerial Agent Agreement with the Uniswap Foundation; and
  • Execute an Administrator Agreement with Cowrie - Administrator Services;
    • This includes the execution of a separate Administrator Agreement with David Kerr (CEO of Cowrie) for specific authorizations.

Additionally, the transaction will execute two transfers of UNI from the treasury, specifically:

  • $16.5m worth of UNI to a DUNI-owned wallet to prefund a legal defense budget and a tax compliance budget;
  • $75k worth of UNI to Cowrie for their services as compliance administrator.

We’ll discuss each of these authorizations and transactions below and provide links to supporting documentation at the end of this post.

Association Agreement Overview

An Association Agreement is the foundational charter that governs the relationship among members of a DUNA. At its core, it functions as a mutual contract: defining who may participate, what rights and obligations each member holds, and how collective decisions are made and enforced. Unlike traditional corporate formation documents, DUNI’s Association Agreement is intentionally designed to align with Uniswap Governance’s onchain infrastructure, enabling proposals, votes, and outcomes to be transparently executed and recorded via smart contracts.

Please find a detailed summary of the Association Agreement here, and the full text of the Association Agreement here.

Ministerial Agent Agreement Overview

Upon the passing of this proposal, the UF will serve as the initial Ministerial Agent of DUNI. This is a limited, clearly-defined role established in the Association Agreement and Ministerial Agent Agreement to facilitate administrative tasks on behalf of DUNI without introducing centralized control or discretionary authority.

In this context, a Ministerial Agent is an entity authorized to carry out specific operational functions that implement the decisions of Uniswap Governance. These functions are procedural, not discretionary. The Ministerial Agent cannot independently set policy, interpret proposals, or act outside the explicit bounds of governance-approved instructions.

Examples of ministerial actions include:

  • Executing documents or submitting filings on behalf of DUNI as instructed by Governance
  • Appointing and coordinating with third-party service providers as approved by Governance (e.g., lawyers, auditors and tax administrators, banks, and the like)
  • Transmitting Governance-approved funding, payments, or grants
  • Communicating and publishing updates related to administrative operations

Importantly, the Ministerial Agent has no power to override or reinterpret Governance decisions. All authority originates from Uniswap Governance and is constrained by the Association Agreement and Ministerial Agent Agreement. This structure ensures Uniswap Governance can interface with the offchain world when necessary while preserving decentralization and minimizing reliance on any single actor.

The Ministerial Agent Agreement can be found here.

Administrator Agreement Overview

The Administrator Agreements with Cowrie - Administrator Services and David Kerr empower them to act as administrators of the DUNI to execute only those duties explicitly approved by Uniswap Governance. Administrators do not have any discretionary policymaking authority or centralized control. DUNI will engage Cowrie as its Administrator for essential compliance, financial, and reporting tasks on behalf of DUNI.

DUNI will engage with David Kerr, in his individual capacity, for the purposes of reviewing and signing any applicable tax returns as a member of DUNI. Kerr possesses the requisite experience and qualifications to perform these duties through his 10+ years’ experience preparing and reviewing tax returns, numerous advanced degrees, and certifications.

Examples of administrator actions that Cowrie may undertake include:

  • Preparing and filing all DUNI tax returns (federal and state) and securing an EIN
  • Drafting quarterly financial statements and delivering membership updates on financials and tax filings
  • Managing DUNI’s financial accounts for dispositions, expenses, and compliance reserves
  • Performing registered-agent duties (annual filings, service-of-process) and liaising with the IRS on current and prior-period filings

Examples of administrator actions that David Kerr may undertake include:

  • Reviewing and signing tax returns as a member of the DUNA.

Protections and limits:

  • Administrators are indemnified for all good-faith performance, but are not shielded against willful misconduct or gross negligence.
  • The Administrator Agreements run through the filing of the 2026 tax return, at which time extension of services would need to be authorized through a governance proposal. These authorizations can also be revoked through a governance proposal at any time.
  • All compensation to Cowrie - Administrator Services (a one-time UNI token award) and expense reimbursements must flow through governance proposals.
    • David Kerr is not directly compensated for his administrator role. Rather, a $1,000 donation will be made by DUNI to various WY charities matched by Cowrie for every year of filed tax returns.

By codifying these provisions, the Administrator Agreements ensure DUNI can meet its legal, tax, and financial obligations while preserving Uniswap Governance’s exclusive authority over policy, budgets, and the scope of work.

The Administrator Agreement can be found here.

Fund Request Overview

As part of this proposal we are requesting an allocation of funds from the DAO Treasury sufficient to:

  1. cover legal expenses for the DUNA formation, which may include the payment of any taxes due to fully and finally settle past tax obligations (if any);
  2. form a legal defense budget to pay for counsel to advise on DUNI-related legal matters, as well as pay for defense of any lawsuits against DUNI that may arise; and
  3. pay any income taxes or capital gains incurred in connection with liquidating UNI for 1. and 2.

The total amount being requested is $16.5m. UNI amounts will be determined based on a 30-day TWAP calculated on the day the proposal goes live onchain.

As Ministerial Agent, the UF will liquidate this UNI to fund DUNI’s dollar-denominated expenses. Our strategy in doing so will be designed to minimize market impact.

Tax Considerations Overview

Over the past year, the UF, along with our outside counsel and tax advisors, has conducted a thorough review of the historical tax posture of Uniswap Governance. Based on that diligence, we have developed what we believe is a clear and prudent approach to seek to ensure full tax compliance, paving the way for a smooth transition to the DUNA structure.

Uniswap Governance has never made an election with the IRS to be treated as a corporation for federal tax purposes. The proposed strategy is to engage with the IRS and settle any potential prior period tax obligations arising from this prior approach.

Opinions vary as to the current tax obligations for the Uniswap DAO, but allowing DUNI to move forward unencumbered by any past uncertainty in tax treatment will almost certainly incur U.S. tax obligations. We believe resolving any such ambiguity by paying any such past tax obligations represents the simplest and cleanest path forward for DUNI. While there cannot be significant disclosure of the tax estimates until resolution has been achieved, it is expected that all tax obligations for prior years will be under $10 million, inclusive of interest and penalties calculated resulting from the approach. This proposal includes the empowerment of the UF to appoint outside tax counsel and Cowrie to use its business judgment to resolve any such past tax issues with the IRS, and further authorizes Cowrie (through David Kerr, where necessary under applicable law and regulations) and outside tax counsel to negotiate and agree with the IRS, and ultimately pay such amounts where necessary to resolve any past tax liability. Upon resolution with the IRS, all relevant prior period workpapers will be included as part of Cowrie’s financial statement and tax return presentation.

Cowrie, as the designated administrator of DUNI, will be responsible for interfacing with the IRS and executing all tax filings on behalf of DUNI. The UF, as ministerial agent, will be responsible for retaining tax counsel (where appropriate) to represent DUNI before the IRS.

Supporting Documents

DUNI’s corporate documentation, summaries, agreements, and a comprehensive list of frequently asked questions can be found on the UF’s DUNI mini-site here. The documentation includes:

  • DUNA Association Agreement: Establishes the rules, structure, and operational framework for DUNI. Outlines member rights, responsibilities, and management processes.
  • Summary of DUNA Association Agreement: brief breakdown of each article in the Association Agreement.
  • Administrator Agreement: Authorizes Cowrie for certain administrative tasks related to DUNI.
  • Administrator Agreement: Authorizes David Kerr to review and sign tax returns as a member of DUNI.
  • Ministerial Agent Agreement: Authorizes the Uniswap Foundation as the initial Ministerial Agent of DUNI.

Next Steps

The UF will be engaging with delegates over the course of this proposal, starting tomorrow (August 12, 2025) on the regularly-scheduled Uniswap Governance community call.

  • Community discussion and feedback (Week of August 11, 2025)
  • Snapshot vote (Week of August 18 or 25, 2025)
  • Onchain vote (Following Snapshot)

This proposal marks a turning point for Uniswap Governance. If passed, it provides the tools to govern with clarity, act with autonomy, and grow with confidence. We invite the community to review the documentation, ask questions, and help shape this important step forward.

25 Likes
2

At @tallyxyztallyxyz we’re glad to see the Foundation moving ahead with DUNI—a Wyoming DUNA framework for Uniswap governance. Clear legal tooling helps the DAO grow and strengthens member liability protection.

As part of our service agreement, Tally will ship built-in DUNA support.

Happy to share a sneak peak below, with more to come soon! Congrats and thank you @UniswapFoundation

Tally DUNA Example
Tally DUNA Example1366×1802 133 KB

8 Likes
3

Appreciate the proposal and the brainpower behind it. I’ll cut to the chase—what many of us are wondering:

When do UNI holders benefit, concretely?

Right now it reads near-term neutral/slightly negative (treasury selling UNI to fund ~$16.5M), long-term probably positive if DUNI lets you execute (fee switch, partnerships, clean compliance). I like the long term—but “probably” isn’t enough for my vote.

Can we make this explicit with three simple commitments?

  1. Fee switch as a clear goal

  2. No creeping centralization

  3. Transparency while setting up DUNI

To be clear: I’m not asking to hard-code policy into DUNI. DUNI should be an enabler, not a blocker. Once DUNI is live, please commit to bringing concrete fee-switch options (with legal/tax rationale and impact) to Snapshot → on-chain vote in a reasonable timeframe.

If we can agree on this, you’ve got my vote—and likely a lot of the broader community’s.

Disclaimer: Yes, this was written by an LLM, but my brain also thought about it—a lot—fueled by caffeine.

4 Likes
4

We’re excited to see the proposal to establish the DUNI as a Wyoming DUNA. This exciting development has been in the process for many months. We look forward to supporting the maturation of the Uniswap DAO toward this critical next step in its journey and participating in future discussions regarding the future of both Uniswap DAO and the protocol under this new context.

Congrats to everyone who has worked hard to put this proposal together!

5 Likes
5

支持该提案，事实上，这个事情已经很迟了。

6

Uniswap DAO shouldn’t become a U.S. company or organization. If the DAO wants to set up a legal entity, that’s fine, but it should be only a part of the DAO, not a represent of the entire DAO. A organization established in the U.S. should only deal with matters related to the U.S.

1 Like
7

We want to start by acknowledging the hard work the Uniswap Foundation has put into finding a solid legal structure for the DAO. Congratulations to the team for taking a key step forward for Uniswap Governance.

We fully support establishing governance as a DUNI because we think it would provide significant additional benefits to the DAO and its participants.

We recognise the current legal challenges surrounding governance participation. We appreciate that the DUNI offers limited liability protections for DAO participants with a framework that safeguards individual participants and enhances the DAO’s ability to engage with off-chain entities, enter into contracts, and fulfil regulatory obligations.

We also see the DUNI structure as pivotal for Uniswap’s evolution. It enables the DAO to expand its operational capabilities and support innovation while allowing Uniswap Governance to foster long-term sustainability and growth.

3 Likes
8

We are excited about this landmark update to Uniswap DAO and while it’s still early phase, we do believe that this set up will give more flexibility and protection for various engagements and initiatives.

2 Likes
9

We are still reviewing the documentation and agreements provided, but in principle we support this initiative, as it is aligned with the protocol’s history of properly adhering to regulatory frameworks—an approach that has allowed, and will continue to allow, it to grow and scale.
Granting the governance a legal framework will enable it not only to comply with these regulations without having to alter its decentralized, permissionless, and anonymous structure for those who wish to remain so, but also to operate in the real world, opening a range of new opportunities.
Additionally, DINA members who meet the established requirements (participating in governance and holding UNI) will gain a major benefit: limited liability protection against potential legal claims and administrative actions targeting the DAO or its members.
We are genuinely enthusiastic and will continue reviewing the documentation provided. We are also very much looking forward to participating in the Delegate Roundtable next Monday (August 18), for which we have already registered and awaiting the approval.

3 Likes
10

Congrats on bringing this proposals to this point. No doubt it took a massive effort. The fact we’re having this conversation reflects how far the industry has come, and the Uniswap DAO has played a huge part in that!

I’m generally in favor of this and ScopeLift is likely to support it. I do have two questions I’d love to see discussed further:

  1. Adoption of the DUNA places certain legal and regulatory burdens on the DAO. What happens if an onchain vote does not reflect compliance with those burdens. An example: being a DUNA means paying taxes. But what if the vote to release funds from the treasury for tax payments is voted down?
  2. How does adoption of the DUNA impact the discussion around value accrual for the DAO, particularly the previously discussed plan to use UniStaker for fee distribution.

Thanks for all the hard work!

4 Likes
11

I understand and even agree that this is how it should be, but the question is this - how does it actually work? How does the US know which token holders are located in the US or not - this approach basically shifts the responsibility from each individual holder to a single structure

1 Like
12

I’m broadly supportive of establishing DUNI to give Uniswap Governance the legal skin it needs without compromising decentralization. To help this land cleanly, could UF clarify a few specifics:

  1. Governance supremacy and scope

  • Exactly how do onchain proposals become legally binding on DUNI (cite clauses)? What are the narrow, time‑bound procedures if an approved action is alleged unlawful—who can pause, for how long, and with what disclosure and follow-up vote?

  • Who counts as a “member” of DUNI for liability purposes—token voters, delegates, working group contributors, service providers?

  1. Liability, indemnification, and jurisdiction

  • What protections extend to voters, delegates, multisig signers, forum contributors? How does Wyoming DUNA protection interact with non‑US jurisdictions?

  • Under what conditions do indemnities for UF/Cowrie apply or terminate (gross negligence, willful misconduct)? How is that adjudicated?

  1. Agent mandates, replacement, and custody

  • Please list explicit permitted actions and explicit prohibitions for UF (Ministerial Agent) and Cowrie/David Kerr (Administrators), and commit to quarterly attestations that actions were non‑discretionary.

  • What’s the concrete process to replace UF or Cowrie (thresholds, timelines, transition, handoff of accounts/EIN/keys/docs)? Who controls custody today, and how can governance recover it?

  1. Transparency and reporting

  • Commit to quarterly public reporting (financials, tax status, legal matters, admin actions) and independent annual reviews, plus a log of governance instructions received/executed.

  • Publish a redaction policy (what, who approves, and when later disclosure occurs).

  1. Financials, liquidation, and staged funding

  • Provide a line‑item budget for the $16.5M (formation, past taxes, defense, compliance) with sensitivity ranges and a return‑of‑funds policy.

  • Share liquidation parameters (TWAP/rate limits/OTC vs RFQ, post‑trade reports, max slippage/impact). Consider staged draws (e.g., 40–60% now, top‑ups via governance) to reduce UNI overhang.

  1. Tax posture and defense fund governance

  • Define authority caps and sunset dates for IRS settlement; commit to summarized workpapers and positions once resolved; clarify ongoing tax treatment.

  • Specify triggers, selection criteria, and per‑matter caps for the legal defense fund, with light‑weight oversight by elected delegates.

  1. Success metrics and timelines

  • Propose KPIs (time‑to‑execution post‑vote, reporting timeliness, compliance cost) and commit to:

    • a pre‑Snapshot commitment letter (budget table, liquidation plan, reporting template, replacement procedure, conflicts policy, authority/custody diagram), and

    • a first quarterly report within 45 days of quarter‑end, plus a 90‑day implementation review call.

These clarifications would materially de‑risk execution while preserving decentralization. Thanks for driving this forward.

13

Hi all, thanks for the comments and questions! We’ve also enjoyed chatting w/ delegates and community members on our various calls over the last week and a half. Answering a few questions below:

General Protocol Fee questions:
(cc @WeAreAllSatoshiN @bendi ) DUNI will allow its Members to navigate the nuanced concerns (e.g., taxes and tax reporting, money services business issues, securities law) from a place of greater certainty. We have been monitoring the regulatory environment closely, and are excited to share our evolving thoughts on how to best implement the protocol fee in the near- to mid-term.

Once the DUNI proposal is enacted, any proposals passed and executed through Uniswap Governance will be legally binding on DUNI. There isn’t a separate “pause” or veto mechanism, so it’s important that Members review RFCs and proposals carefully before they advance, and discuss them with their personal advisors as needed.

That said, DUNI’s administrators owe duties of loyalty and due care to the Association. If a proposal were clearly unlawful (as opposed to just a bad idea), they would be highly unlikely to enact it, since doing so could carry real-world consequences beyond civil liability (and criminal liabilities are not covered under the limited liability shield of the DUNA). This is one reason community diligence at the discussion and voting stages is so important. Both the Administrator and the Ministerial Agent are empowered to make their concerns known and would do so in this case.

This is an important question. As detailed in Article III of the Association Agreement, highlighted in the Summary of the Association Agreement, and addressed in the FAQs, if you hold UNI tokens (i.e., greater than 0 UNI tokens) and engage in Uniswap Governance (by voting, delegating, or submitting/posting proposals), you are considered a member of DUNI. Membership is intentionally fluid, so there’s no requirement to disclose personal identity information, and DUNI will not collect, store, or report member data. If you don’t meet those criteria, you are not a member for liability purposes.

Members are covered by the liability protections laid out in the Wyoming DUNA statute. By default, members are not personally liable for the debts, obligations, or liabilities of the Association solely by reason of being a member or participating in governance.

Administrators also benefit from statutory indemnification: if they act in good faith and in accordance with their duties of loyalty and due care, they are shielded from liability, and the Association may indemnify them against related claims or expenses.

On external liability (particularly in non-U.S. jurisdictions) there is no single globally enforced mechanism. The DUNA still provides real benefits by clarifying who can speak on behalf of the Association and enter into contracts. But, as with any U.S. entity, recognition abroad ultimately depends on the laws of the foreign jurisdiction, principles of international comity (i.e., the deference courts afford to one another), and where the underlying activity occurs.

The indemnities for UF, Cowrie, and other administrators are structured as standard protections: they apply so long as those parties act in good faith, within the scope of their authority, and in accordance with their duties.

These protections do not extend to acts of gross negligence, willful misconduct, or knowing violations of law. In those cases, individuals could be held personally responsible for resulting harm.

If a dispute arose, the outcome would ultimately be adjudicated through the courts. In practice, however, issues are more likely resolved through governance, such as by terminating or replacing an administrator, unless the financial consequences are significant enough to warrant litigation.

The Administrator Agreement and Ministerial Agent Agreement each contain specific, limited grants of authority. These authorities are also summarized in the FAQ, and anything outside of those enumerated powers is prohibited.

Cowrie Administrator Services is required to provide quarterly financial statements, including schedules showing how funds were used. This provides a transparent record of activity. Separate quarterly attestations are unnecessary because the Administrator and the Ministerial Agent are already legally bound to act only within the scope of their limited authority, and any action outside those bounds would be invalid.

The process for replacing either Cowrie (as Administrator) or the Uniswap Foundation (as Ministerial Agent) is governed by the Association Agreement and their respective service contracts, which will be in force if this vote passes. In both cases, Members of DUNI retain the ultimate authority to amend or revoke those delegations of authority through governance proposals.

  • Cowrie (Administrator): The Administrator Agreement linked in this proposal and here requires Cowrie to continue performing its functions for a transition period if terminated. This ensures an orderly handoff of documents, accounts, and responsibilities. Any governance proposal to replace Cowrie would specify the successor and set the parameters for that transition.
  • Uniswap Foundation (Ministerial Agent): As per the Ministerial Agent agreement, replacement would similarly occur through a governance proposal. A reasonable transition period would be built into that proposal to ensure continuity and transfer of records, EIN, and contractual relationships.

Ultimately, control sits with the Members and the Administrators / Ministerial Agent only have the delegated authority set forth in their respective agreements. Governance can, at any tim,e choose to revoke or amend that grant of authority.

One of the UF’s north stars is transparency. We’ve committed to (and provided) quarterly and annual financial updates, worked with the UAC to instantiate the Foundation Feedback Group, and generally make ourselves available to delegates to answer questions to the best of our ability. We will maintain these values in our role as Ministerial Agent. Furthermore, reporting requirements for both the Administrator and the Ministerial Agent are set out in their service agreements. For example, Cowrie is obligated to provide quarterly financial statements and the UF is required to maintain records and provide periodic reports.

Independent annual reviews are possible, but the scope and mandate for those would need to be defined through a future governance proposal by the membership. Based on this proposal, Cowrie’s term runs through the end of 2026, at which point a subsequent proposal will need to be passed for an extension. Any such proposal would presumably include a holistic review of their activities during the term.

As for a log of governance instructions, the onchain record already serves this function, providing a transparent and immutable history of proposals and executions. Front-ends such as Agora and Tally provide visibility into those proposals.

The limited authorizations of the administrators often involve sensitive matters such as tax positions or litigation, where premature disclosure could harm DUNI. For that reason, some discretion is necessary for the design to be effective.

That said, the expectation is that redactions, if any, would be narrowly tailored, limited to legally or strategically sensitive information, and disclosed at the earliest appropriate time. Governance always retains the ability to revisit and refine reporting practices if members believe additional guardrails are needed.

Quarterly financial statements and schedules (as required under the Administrator Agreement) will provide detailed visibility into how the $16.5M reserve is maintained and spent. Because Uniswap Governance is only now wrapping itself in a legal entity, it isn’t feasible to lock in a precise line-item budget within this initial proposal.

Importantly, these funds are intended to ensure that DUNI always has sufficient reserves for formation, tax, defense, and compliance matters, including unforeseen needs to protect the community over time. While they are not held in the protocol’s Treasury, they are property of DUNI and are not structured with a return-of-funds policy.

As Ministerial Agent, the UF will be managing the liquidation of UNI for USD to cover the expenses noted above. Our incentives are to execute this liquidation in as efficient a manner as possible, to a) maintain our duty of loyalty and due care to the members and b) minimize the times we need to go through the governance process to get more funds. With that in mind, flexibility in liquidation strategy is essential to achieving best execution and preserving value. The immediate priority is ensuring that DUNI has sufficient cash reserves on hand to meet obligations reliably. The UF itself is an example of this flexibility working in practice. We received a large tranche of UNI after our funding proposal this spring and worked with several different counterparties to harvest enough USD to fund the next 9 months of our operations and grants runway without materially impacting the market.

Any resolution of IRS matters will be reflected in the quarterly financial statements, with supporting schedules showing how funds were used. The Association Agreement and service contracts already limit authority to what is expressly delegated, so no administrator or agent has discretion to exceed those caps.

As for ongoing tax posture, DUNI’s treatment will be clarified and disclosed once the IRS matters are resolved, and summarized positions will be shared with the community through financial reporting.

On a go-forward basis, Cowrie will monitor governance proposals and when appropriate weigh in to highlight the tax implications of any proposal to spend UNI from the protocol treasury; proposers can work that information into their requests.

The Ministerial Agent has the obligation to coordinate the legal defense fund within its duties of loyalty (acting in the best interests of DUNI) and due care (acting prudently and responsibly). These duties are legally enforceable. In practice, this means the defense must be reasonable, tied to legitimate DUNI needs, and consistent with DUNI’s purpose and undertakings.

If the Ministerial Agent were to make expenditures outside this mandate, there are clear repercussions. Delegates can vote to remove or replace administrators, and members or affected parties can bring claims to recover misused funds. Courts can order restitution, block improper use of funds, or even hold administrators personally liable for damages.

The design of these authorizations is intentionally narrow. Administrators and the Ministerial Agent have very limited discretion, and the judgment that does exist must remain with those entrusted to carry it out. Attempting to pre-commit to KPIs or highly prescriptive execution metrics would undermine that structure and reduce flexibility, which could impair effectiveness.

The community’s protection comes from two safeguards: (1) members retain the authority to choose and replace who holds these roles, and (2) administrators and the Ministerial Agent incur significant fiduciary and legal obligations in carrying them out. These built-in checks materially de-risk execution while preserving decentralization.

3 Likes
14

Having read the documentation and participated in all the calls and delegates roundtables, we voted in favor of this proposal and we are very excited that it will be approved and implemented!!!

This is our rationale published on our delegation platform:

1 Like
15

We are voting in favor of this proposal. Establishing Uniswap Governance as a DUNI provides essential legal clarity and liability protections for governance participants while preserving decentralization. It also equips the DAO to responsibly engage with off-chain obligations such as contracts, compliance, and tax responsibilities—critical for long-term sustainability.

Importantly, the DUNA framework also creates the necessary legal infrastructure for the Fee Switch, ensuring that value capture can be implemented and managed in a compliant way. This makes DUNI not only a protective step, but also an enabling one for Uniswap’s long-term evolution.

16

Despite the fact that it is a non-profit organization and the actual impossibility of paying out income from the protocol to holders, I find it useful overall
Voted FOR
https://gov.uniswap.org/t/cp0x-delegate-platform/25321/21?u=cp0x

17

Looking forward to proceed towards DUNI structure, to progress with protocol fees and further improved governance for Uniswap

18

After analyzing the proposal, participating in Q&As, and speaking directly with Erin Koen and Brian Nistler, FranklinDAO believes a DUNA is the most effective path forward for Uniswap Governance. The Foundation explored a wide range of alternative structures across multiple jurisdictions and after extensive diligence determined the DUNA to be the best option.

The structure provides liability protection and legal personality the DAO has lacked while preserving the decentralized authority of on-chain governance. It also creates the foundation to move forward on the fee switch, which will be critical to sustaining protocol interest and rewarding UNI holders.

That said, there are still areas that may warrant closer examination: the ambiguity around tax obligations, the concentration of responsibility in a single administrator (Cowrie/Kerr), and the precedent of placing the DAO under U.S. tax jurisdiction. These concerns are not deal-breakers but deserve continued attention.

In sum, FranklinDAO strongly supports this proposal. It is directionally correct, strategically important, and an essential step for Uniswap’s long-term success.

19

The following reflects the views of L2BEAT’s governance team, composed of @kaereste, @Sinkas, and @Manugotsuka, and it’s based on their combined research, fact-checking, and ideation.

We voted FOR.

In our view, this proposal serves as a shield, equipping Uniswap Governance with the tools to meet off-chain requirements while protecting individual participants from personal liability. It also lowers the barrier for traditional entities to engage with Uniswap Governance, as they can enter into contracts with a recognized legal entity, which previously could only be done through the Uniswap Foundation.

That said, there are several open questions the community should continue to debate. First, the size of the legal and compliance funding requested, $16.5M in UNI, is significant, and part of it relates to retroactive expenditures. We believe that a clear and itemized breakdown of expenses is necessary to provide the community with complete transparency.

We understand that it’s impossible to anticipate such a breakdown ahead of time, but we request full transparency after the fact, especially regarding expenses related to past tax obligations or fines. Second, while Cowrie brings expertise, it remains a relatively young firm, founded in 2024. The community should closely monitor its performance and remain open to revisiting this arrangement if necessary.

Finally, given that we lack legal expertise, we would like to gain a better understanding of any potential future implications of choosing a U.S.-based entity over other jurisdictions. Was it because DUNA is the only available framework for a DAO to use, or were there other factors guiding the decision?

Overall, we support this proposal because it strengthens Uniswap Governance’s long-term resilience. However, we also call on the community to maintain strong oversight by requesting more details on expenditures, clarifying jurisdictional choices, and closely tracking service quality.

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