Tushar Gulati is the Vice President – Strategy & Business Development at Aumirah. With over 15 years of experience, he specializes in Marketing, Strategic Partnerships, Business Development, and Operations. He has been instrumental in driving corporate growth and establishing strategic alliances for Aumirah, focusing on innovation, client engagement, and expanding the firm’s presence across global markets. His expertise spans across sectors like corporate law, technology, and emerging areas such as Web3 and digital assets. Tushar’s in-depth understanding of complex legal landscapes and business strategy makes him a key leader in fostering Aumirah’s expansion and growth initiatives. Read here exclusive conversation with him about his journey, expertise and experiences:

You’ve had over 15 years of experience in strategy and business development. Can you tell us about your career journey and how you ended up at Aumirah?

My career has been a dynamic mix of strategy, business development, and leadership. Over the past 15 years, I’ve had the privilege of working across various industries, driving growth and shaping long-term strategies.

I began my career as a Co-founder of Netshiksha.com, where I developed my skills in market analysis and operational efficiency. This foundational experience equipped me with the tools to tackle complex business challenges and implement scalable solutions. From there, I moved into roles that allowed me to lead cross-functional teams, forge partnerships, and spearhead strategic initiatives that delivered measurable results.

As my career progressed, my focus expanded beyond immediate growth. I became more involved in creating sustainable business models, identifying emerging opportunities, and fostering innovation. This experience has given me a comprehensive understanding of business landscapes, making me adept at navigating change and capitalizing on new trends.

I am passionate about leveraging my experience to create value and help organizations stay ahead in competitive markets.

What are some of the key responsibilities in your role at Aumirah, and how do you ensure alignment with the firm’s long-term goals?

As Vice President of Corporate Law & Business Development at Aumirah, my role is multifaceted, encompassing both the immediate growth needs of the business and the long-term strategic direction of the firm. My core responsibilities include identifying and executing on new business opportunities, managing key partnerships, overseeing market expansion initiatives, and aligning our growth strategy with Aumirah’s overarching goals.

I work closely with all teams to develop strategic initiatives that are not only aligned with our financial objectives but also with our vision for sustainable growth. This involves assessing market trends, competitive landscapes, and emerging opportunities that could position Aumirah ahead in the industry. 

To ensure alignment with the firm’s long-term goals, I place a strong emphasis on collaboration and communication across departments. Moreover, I continually monitor performance metrics, both qualitative and quantitative, to assess progress and make adjustments where necessary. This way, we can be proactive in adapting strategies to maintain a competitive edge while staying true to our long-term objectives

With over 15 years of experience in business development, how has the corporate law landscape evolved?

With over 15 years of experience in business development, I’ve witnessed the corporate law landscape evolve significantly, particularly in ways that directly impact strategic planning and growth initiatives. One of the most prominent changes has been the increasing complexity and globalization of corporate governance. As businesses have expanded across borders, navigating different regulatory environments has become critical. Corporate law has evolved to accommodate the rise in cross-border transactions, mergers, and acquisitions, requiring firms to adapt their strategies to comply with international legal frameworks, data protection laws, and compliance standards like GDPR.

In addition, the focus on corporate social responsibility (CSR) and Environmental, Social, and Governance (ESG) has reshaped how businesses approach their legal obligations. 

Another key development is the acceleration of technology in both corporate operations and legal processes. The rise of digital platforms, automation, and AI has not only transformed how companies do business but has also influenced corporate law, especially around intellectual property, data privacy, and cybersecurity. Laws governing digital transactions and data management are constantly evolving, and businesses need to remain agile to ensure they meet these new legal requirements.

In summary, the corporate law landscape has become more global, technology-driven, and focused on sustainability. As a business development leader, staying informed of these shifts has been essential to aligning growth strategies with legal requirements while ensuring we capitalize on emerging opportunities.

Corporate governance plays a critical role in business success. What are the key corporate governance issues faced by businesses today, especially those in the technology sector?

In today’s rapidly evolving business environment, corporate governance has become a critical concern, especially for companies in the technology sector. Some of the key governance issues they face include:

1. Data Privacy and Security:.
2. Cybersecurity: 
3. Regulatory Compliance and Antitrust Issues: 
4. Ethical Use of AI and Emerging Technologies:.
5. Intellectual Property Protection: 
6. Sustainability and ESG: 
7. Board Diversity and Accountability

In summary, corporate governance for technology companies revolves around managing risk in a highly regulated and fast-moving environment, ensuring ethical practices in the use of emerging technologies, and maintaining compliance with global regulatory frameworks. Balancing innovation with governance is crucial for long-term success.

What are the unique IP challenges faced by Web3 companies, especially when it comes to digital assets, smart contracts, and decentralized applications?

Web3 companies face a distinct set of intellectual property (IP) challenges due to the decentralized nature of blockchain technology, digital assets, smart contracts, and decentralized applications (dApps). Some of the key IP challenges include:

1. Ownership of Digital Assets

In the Web3 ecosystem, digital assets such as NFTs (non-fungible tokens) often represent ownership of digital content like art, music, or virtual real estate. However, the ownership of the underlying intellectual property rights is not always clear. While an NFT may grant ownership of a digital asset, it does not necessarily transfer the underlying copyright or reproduction rights, leading to potential disputes over who has the right to commercially exploit or modify the asset.

2. Smart Contracts and Licensing Issues

Smart contracts, which are self-executing contracts coded on blockchain, present new challenges for IP. Licensing agreements, traditionally written in legal language, are now being embedded in code. However, ensuring that these smart contracts fully and accurately reflect the parties’ legal intent can be complex. Additionally, any bugs or vulnerabilities in smart contract code can result in unintended execution, raising questions about enforcement and the ability to amend or terminate contracts once they are deployed on a blockchain.

3. Decentralized Applications (dApps) and Open Source Software

Many Web3 companies build decentralized applications (dApps) using open-source software, which often has its own licensing terms. Ensuring compliance with open-source licenses is crucial, as failure to do so can lead to IP disputes or the unintended loss of proprietary rights. Moreover, the decentralized nature of dApps makes it difficult to assign liability or ownership of IP. If a dApp is developed by a decentralized autonomous organization (DAO) or through community contributions, determining who owns the resulting IP or has the right to commercialize it can be unclear.

4. Trademark and Branding Issues

Establishing and protecting trademarks in the decentralized Web3 environment is challenging. In traditional markets, companies register trademarks to protect their brand and prevent misuse. However, the decentralized nature of blockchain means that brand infringement (e.g., through counterfeit NFTs or unauthorized use of logos) can occur across multiple jurisdictions, and enforcing these rights globally is complex. Moreover, the anonymity of blockchain participants can make it difficult to identify infringers.

5. Cross-Jurisdictional IP Enforcement

Blockchain and Web3 companies operate in a borderless digital space, but IP laws are jurisdiction-based. This creates a challenge in enforcing IP rights across different legal systems. For instance, a Web3 company might face difficulties in protecting its patents, copyrights, or trademarks on a global scale due to differing laws and regulations in various countries. Moreover, the decentralized nature of blockchain networks can make it difficult to pinpoint where an infringement has occurred or which legal jurisdiction has authority.

6. Tokenization of IP and IP Fragmentation

The tokenization of IP assets, where ownership rights to an intellectual property are divided and represented by tokens, introduces new challenges. Tokenized IP can lead to fractional ownership, making it difficult to manage and enforce collective rights, especially if multiple token holders have different intentions for the asset. Furthermore, tokenization raises questions about the licensing, transfer, and commercial use of these fragmented rights, particularly in cases where rights holders are distributed globally.

7. Patentability of Blockchain Innovations

Web3 companies are driving significant technological innovation in blockchain, cryptography, and decentralized finance (DeFi). However, the patentability of blockchain-based innovations remains a gray area. Some countries allow software patents, while others are more restrictive, leading to inconsistencies in how blockchain-related IP is protected. Furthermore, the fast-paced nature of blockchain development can make it challenging for companies to secure patents before their innovations become obsolete.

8. Community-Owned IP and DAOs

Decentralized Autonomous Organizations (DAOs) introduce a new governance model where decision-making is spread across a community of token holders. This decentralized structure raises questions about IP ownership, particularly when it comes to collaborative projects. Who owns the IP created by a DAO, and how can those rights be enforced? Furthermore, the community-driven nature of DAOs often lacks a clear legal entity, which complicates IP disputes and enforcement actions.

Web3 companies operate in an evolving landscape where traditional IP frameworks struggle to keep pace with decentralized technologies. The challenges of ownership, enforcement, and licensing are compounded by the cross-jurisdictional and anonymous nature of blockchain. As the Web3 ecosystem matures, companies will need to develop new strategies to protect their IP while navigating the legal ambiguities of decentralized platforms.

Web3 companies face unique legal issues. Can you share your insights into the most common legal disputes that arise in the Web3 ecosystem?

Web3 companies operate in a novel and rapidly evolving space, which brings a unique set of legal challenges that differ significantly from those faced by traditional businesses. Some of the most common legal disputes in the Web3 ecosystem include:

1. Regulatory Compliance and Securities Law
2. Intellectual Property (IP) Disputes
3. Decentralized Finance (DeFi) Regulatory Issues
4. Smart Contract Failures and Liability
5. Fraud, Hacks, and Security Breaches
6. Governance and Disputes within DAOs
7. Consumer Protection and User Disputes
8. Jurisdictional and Cross-Border Legal Conflicts
9. Taxation Issues

Web3 companies are navigating uncharted legal waters, where traditional laws struggle to keep pace with the innovations of decentralized technology. Common legal disputes arise around regulatory compliance, intellectual property, smart contract liabilities, and the governance of decentralized organizations. As this space continues to evolve, Web3 companies will need to proactively address these challenges, seeking legal clarity while pushing the boundaries of decentralized innovation.

How do you differentiate between the legal requirements for centralized vs decentralized exchanges when structuring token offerings?

When structuring token offerings, the legal requirements for centralized exchanges (CEXs) and decentralized exchanges (DEXs) differ significantly due to their operational models, regulatory frameworks, and the nature of their transactions. Here are key differentiators:

1. Regulatory Oversight

• Centralized Exchanges (CEXs):
  • CEXs operate under specific regulatory frameworks established by financial authorities in their jurisdictions. They are typically required to register as money transmitters, comply with securities laws, and adhere to Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements.
  • Token offerings that occur on CEXs often need to comply with strict registration and disclosure requirements, particularly if the tokens are classified as securities.
• Decentralized Exchanges (DEXs):
  • DEXs operate without central authority and often fall outside traditional regulatory frameworks. They typically do not require KYC procedures, making them more challenging to regulate.
  • While regulatory scrutiny is increasing, particularly regarding anti-money laundering and consumer protection, DEXs may not have the same stringent requirements as CEXs. This can create legal grey areas regarding token offerings conducted through DEXs.

2. Token Classification and Compliance

• CEXs:
  • Tokens listed on CEXs are often subject to securities classification tests (e.g., the Howey Test in the U.S.). If classified as securities, the token issuer must comply with registration and disclosure obligations, including filing a prospectus or offering statement.
  • CEXs may require thorough due diligence from token issuers to assess compliance with applicable laws, which can involve legal opinions regarding the token’s classification.
• DEXs:
  • Tokens traded on DEXs often have more flexibility in their classification. Many tokens are marketed as utility tokens to avoid securities classification, although this can still be subject to regulatory interpretation.
  • DEXs may not have the same level of scrutiny for token classification, but the lack of clear regulations can lead to uncertainty for token issuers regarding compliance.

3. Consumer Protection and Investor Disclosure

• CEXs:
  • CEXs are typically required to provide investor protection measures, including clear disclosures about the risks associated with token investments, fees, and trading terms.
  • Many CEXs have internal policies for handling investor complaints, disputes, and potential fraud, leading to greater accountability to users.
• DEXs:
  • DEXs usually do not have formal mechanisms for investor protection, as they operate on a peer-to-peer basis without intermediaries. This can lead to higher risks for users, including potential fraud or loss of funds due to smart contract vulnerabilities.
  • As a result, there is often less regulatory requirement for DEXs to provide extensive disclosures or consumer protections compared to CEXs.

4. Token Offering Structures

• CEXs:
  • Token offerings on CEXs may involve structured Initial Coin Offerings (ICOs), Initial Exchange Offerings (IEOs), or direct listings. Each of these structures has specific legal requirements and compliance protocols, often requiring thorough vetting by the exchange.
  • Companies may need to collaborate closely with legal advisors to ensure compliance with both exchange policies and regulatory requirements.
• DEXs:
  • Token offerings on DEXs typically involve liquidity pools and automated market makers (AMMs), allowing users to trade tokens without formal listings. This decentralized structure means that regulatory requirements are often less defined.
  • Token issuers may launch their tokens through liquidity provision or yield farming strategies without the need for formal agreements with an exchange, which can simplify the process but also increase legal uncertainty.

5. Tax and Reporting Obligations

• CEXs:
  • CEXs are often required to report trading activity to tax authorities, which can include KYC information. This can impose additional compliance burdens on token issuers, particularly regarding tax reporting for transactions.
  • Investors using CEXs may also face clearer guidelines on how to report gains and losses for tax purposes, depending on the exchange’s compliance with local tax laws.
• DEXs:
  • DEXs typically do not have reporting obligations, making it more challenging for tax authorities to track transactions. This can lead to uncertainty for users regarding tax obligations, as the responsibility often falls on individual traders to report their activity.
  • Token issuers may have less clarity on how their token offerings impact their tax obligations and reporting requirements in the absence of centralized oversight.

6. Security and Liability

• CEXs:
  • CEXs are responsible for securing users’ funds and managing operational risks, including the risk of hacks and fraud. This creates a legal liability for the exchange if they fail to implement adequate security measures.
  • Token issuers may face scrutiny regarding the security practices of the CEX where their tokens are listed, as any breaches can impact the reputation of both the issuer and the exchange.
• DEXs:
  • DEXs generally operate on a non-custodial basis, meaning that users maintain control of their funds throughout the trading process. This decentralization shifts liability away from the platform and places more responsibility on users to manage their own security.
  • However, the decentralized nature of DEXs raises questions about how to hold parties accountable in the event of fraud or vulnerabilities in the underlying smart contracts.

When structuring token offerings, companies must carefully consider the different legal requirements associated with centralized and decentralized exchanges. CEXs operate under established regulatory frameworks with stringent compliance, reporting, and consumer protection obligations. In contrast, DEXs offer more flexibility but also present legal uncertainties and increased risks for both issuers and investors. Companies need to assess their specific circumstances, engage with legal counsel, and develop strategies that align with the operational realities of the exchange they choose.

Dispute resolution in decentralized systems is still an evolving area. How does Aumirah approach arbitration and dispute resolution for blockchain companies?

At Aumirah, our approach to arbitration and dispute resolution for blockchain companies, particularly regarding dispute resolution through smart contracts, is multifaceted and designed to leverage the unique capabilities of blockchain technology while adhering to established legal principles. Here’s an overview of our strategy:

1. Integration of Smart Contracts in Dispute Resolution

• • Automated Processes: We encourage the use of smart contracts to automate and enforce the terms of agreements between parties. Smart contracts can execute specific actions based on predefined conditions, reducing the need for manual intervention and minimizing the risk of disputes.
  • Clear Terms and Conditions: We emphasize the importance of drafting clear and comprehensive smart contracts that outline dispute resolution mechanisms, including procedures for raising disputes, timelines for resolution, and the roles of arbitrators or mediators.

2. Decentralized Dispute Resolution Systems

• • Utilizing Decentralized Platforms: Aumirah explores decentralized arbitration platforms that facilitate dispute resolution without a central authority. These platforms use blockchain to maintain transparency and immutability of records, ensuring that all parties have access to the same information.
  • Community-Based Resolution: We advocate for community-based dispute resolution models, where disputes are resolved by peer juries or panels drawn from the user base of the platform, fostering a sense of ownership and trust in the process.

3. Enforcement of Awards

• Cross-Jurisdictional Enforcement: Aumirah assists clients in navigating the complexities of enforcing arbitration awards across different jurisdictions, ensuring that smart contract disputes can be resolved effectively regardless of where the parties are located.
• Integration with Local Laws: We work to ensure that the arbitration process complies with local laws and regulations, particularly regarding the recognition and enforcement of arbitral awards, to minimize challenges in enforcement.

Aumirah’s approach to arbitration and dispute resolution for blockchain companies is comprehensive, integrating smart contracts and decentralized systems with traditional legal principles. By prioritizing clarity in contract terms, leveraging technology for transparency and efficiency, and fostering education and awareness, we aim to create effective dispute resolution mechanisms that meet the unique needs of blockchain projects while ensuring compliance with applicable laws. This holistic approach helps mitigate risks and enhance trust among stakeholders in the evolving blockchain landscape.

How do you see the role of corporate lawyers evolving as Web3 technologies become more mainstream?

As Web3 technologies become more mainstream, the role of corporate lawyers is expected to evolve significantly. Here are some key areas where changes are likely to occur:

1. Regulatory Compliance and Advisory: Corporate lawyers will need to stay ahead of evolving regulations related to blockchain, cryptocurrencies, and decentralized finance (DeFi). They will play a crucial role in advising companies on how to comply with these new regulations and mitigate legal risks
2. Smart Contracts: With the rise of smart contracts, lawyers will need to understand how to draft, interpret, and enforce these digital agreements. This will require a blend of traditional legal skills and technical knowledge
3. Intellectual Property (IP) and Digital Assets: As digital assets like NFTs become more prevalent, corporate lawyers will need to navigate the complexities of IP law in the digital realm. This includes issues related to ownership, licensing, and transfer of digital assets
4. Data Privacy and Security: Web3 technologies often involve the collection and use of large amounts of data. Lawyers will need to ensure that companies comply with data privacy laws and implement robust security measures to protect user data
5. Corporate Governance: Decentralized Autonomous Organizations (DAOs) are becoming more common in the Web3 space. Lawyers will need to advise on the governance structures of these organizations and ensure they comply with relevant laws
6. Dispute Resolution: As transactions and interactions increasingly move to decentralized platforms, new forms of dispute resolution will be needed. Lawyers will play a key role in developing and implementing these mechanisms

Overall, corporate lawyers will need to be proactive, continuously learning, and adapting to the rapid changes brought about by Web3 technologies. They will also need to collaborate closely with technologists to effectively navigate this new landscape.