Robert Cornish opened his keynote with the line he wanted the room to remember: Bitcoin businesses can still operate in America, but they have to do it in Wyoming. Cornish is an attorney whose office is in Jackson, Wyoming, and whose firm also has offices in Washington, New York and Miami. He told the audience at Mining Disrupt Miami 2024, held June 24–26, 2024, that he helped draft some of Wyoming's blockchain legislation, including its law for special purpose depository institutions, or SPDIs.
His talk was a tour of what those laws allow and a direct request: if you work in digital assets, have some presence in Wyoming, whether through an LLC, a corporation or a trust.
I believe you can still rock in America, but you have to do it in Wyoming if you're doing Bitcoin
Robert Cornish · 0:54
Federal uncertainty, state certainty
Cornish started from the federal side. Securities and commodities law in the United States is uncertain for Bitcoin, he said, and in his view Wyoming is the one jurisdiction in the country that wants the business. He noted that Wyoming was the first state to pass legislation for digital assets, and said that work is still going.
He described the state as a digital assets legal ecosystem, and he meant it literally. Residents of Wyoming, which in his definition includes people, corporations, partnerships and trusts, can trade digital assets with one another inside the state. He put the size of that pool at about 500,000 residents and probably over 500,000 corporations, or over a million possible participants.
I can trade my digital assets with another corporation, person, business, trust in the state of Wyoming without anybody bothering me.
Robert Cornish · 3:22
He cited the Secretary of State's latest count: more than 12,000 blockchain and crypto firms sign up to do business in Wyoming each year. His point was that this is not a fringe experiment.
Power, taxes and the sandbox
For miners, Cornish pointed to the utility exemption. A miner who wants lower rates does not have to go through the Public Utility Commission; the miner can go to the utility directly and make a deal. He said Wyoming has some of the cheapest power in the United States, and singled out a corridor between Laramie and Rock Springs, jointly governed by the Department of the Interior and the state, which as he understood it has some of the lowest energy rates in the country.
Wyoming does not tax digital assets, he said, and he called that constitutionally protected. The state also has rules for loans secured by digital assets, banking and custody laws that let institutions hold digital assets much as an investment advisor or broker-dealer would, and entity types for DAOs.
For founders whose idea runs into an existing rule, he described the state's regulatory sandbox. A business can ask for a waiver while it builds, though he added that the relief comes with an expectation of a serious venture.
they will give you a waiver saying you don't have to comply with this law for two years as long as you're building this business venture.
Robert Cornish · 5:39
He listed other tools: a state crowdfunding standard for state securities offerings, captive insurance that a company can fund with cryptocurrency, which he said he helped get passed, and gaming rules that allow wagers in cryptocurrency through a Wyoming-based portal approved by the state. Wyoming started the LLC, he said, and its trusts and limited partnerships are among the entities that can trade with one another.
On money transmission he was careful. Wyoming does have a money transmission law, he said, but in most cases it does not apply, and he and others are working to remove it. He named Montana as, in his belief, the only state without money transmission regulation.
The stablecoin and the Custodia fight
Cornish called the planned Wyoming stablecoin the biggest current item. He described it as fully regulated, backed by the state and legal tender in Wyoming, with a commission building a regulatory staff to govern it. How it will be traded or managed was still to be decided, he said, but he expected it to serve as a medium of exchange or banking for digital business in the state.
The harder part of the talk was about the Federal Reserve. Custodia was the first special purpose depository institution licensed in Wyoming, and it applied for Fedwire access as any bank would. Cornish said that, from his own work with the legislature on the banking laws, everyone involved expected the Fed to approve SPDI applications. Instead, the Fed took the position that Fedwire access is discretionary.
He argued that SPDIs carry little monetary risk because they do not lend money, and said he believes a second Operation Choke Point is under way. Custodia was appealing to the 10th Circuit Court of Appeals at the time of the talk, and he expected the case to reach the Supreme Court. The question, in his words, is whether the Fed granting Fedwire access is discretionary or not; he said courts have historically treated it as non-discretionary, and traced the issue back to the dual banking system of Andrew Jackson's era.
Custodia is leading the fight and I hope they win.
Robert Cornish · 13:31
The DUNA
The newest structure he covered was the decentralized unincorporated nonprofit association, or DUNA, enacted a couple of months before the event. He said it is meant to make governance of digital assets more efficient: the token holders control the entity, and the state's role is limited. He urged anyone building something DAO-related or nonprofit to look at it.
The limits
Cornish did not present Wyoming as a way out of federal law. A company has to have a Wyoming asset, be a Wyoming entity or be a Wyoming person to use these rules. Federal tax still applies, though he said there are ways to limit it, and anything that could be a security or a commodity still carries marketing restrictions. A business raising money under Wyoming law has to build its plan around the law.
Wyoming isn't perfect but it's close.
Robert Cornish · 15:32
He closed by saying the state's doors are open to the digital asset industry, and to miners in particular.
Life in Wyoming
Asked by the host what draws people there beyond Bitcoin, Cornish said Wyoming is the least populated state in the country, with fewer than 500,000 people. He listed outdoor activity, public schools he called among the best in the United States, cheap electricity, a relatively low crime rate and a low cost of living. He described the state as a big small town tied together by about 600 miles of interstate, and said that whatever people's politics, he has found a willingness to help one another there.
Bitcoin traded at $61,272 on June 24, 2024, the day the event opened. It is $80,163 today.