University of Pennsylvania Journal of Business Law
First Page
885
Publication Date
Fall 2025
Document Type
Article
Abstract
This article presents the first in-depth analysis of the reality of voting within Decentralized Autonomous Organizations (DAOs) by examining over 4,963 voting events through a combination of quantitative and qualitative research methods.1 DAOs have risen to prominence as an innovation in business organization models, with advocates highlighting their potential to offer democratic, non-hierarchical governance, lower agency costs, and evade regulatory oversight. However, this study reveals that DAOs are inherently susceptible to low voter participation, contradicting their decentralized ethos by potentially centralizing decisionmaking power and casting doubt on their democratic promise. These findings carry significant implications for the classification of DAO tokens as securities, hinging on their genuinely decentralized decision-making attributes. This article suggests policy interventions to stimulate voter engagement and foster genuine decentralization. Additionally, it introduces a novel regulatory framework—the “probationary business classification”— for DAO classification which considers the dynamic nature of DAO governance. This approach seeks to reconcile the decentralized ambitions of DAOs with the realities of their operational structures, potentially reshaping the regulatory landscape for DAO tokens.
Repository Citation
Xuan Liu,
The Illusion of Democracy—Why Voting in Decentralized Autonomous Organization Is Doomed to Fail,
27
U. Pa. J. Bus. L.
885
(2025).
Available at:
https://scholarship.law.upenn.edu/jbl/vol27/iss3/3